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As filed with the Securities and Exchange Commission on November 2, 2015
Registration No. 333-205439

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Univision Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware	 	4833	 	20-8616665	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	

605 Third Avenue, 33rd Floor
New York, NY 10158
(212) 455-5200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jonathan Schwartz, Esq.
Executive Vice President,
General Counsel & Head of
Government Relations, and
Secretary
605 Third Avenue, 33rd Floor
New York, NY 10158
(212) 455-5200 (Phone)
(646) 964-6681 (Fax)
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Alexander D. Lynch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)	 	James J. Clark, Esq.
William J. Miller, Esq.
John A. Tripodoro, Esq.
Cahill Gordon & Reindel LLP
Eighty Pine Street
New York, New York 10005
(212) 701-3000 (Phone)
(212) 269-5420 (Fax)	

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨	 	Accelerated filer   ¨	 	Non-accelerated filer   x	 	Smaller reporting company   ¨	
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2015
             Shares

Univision Holdings, Inc.
Class A Common Stock

This is an initial public offering of the shares of Class A common stock of Univision Holdings, Inc. (the “Issuer”). We are offering              shares of our Class A common stock. No public market currently exists for our Class A common stock. We anticipate that the initial public offering price will be between $         and $         per share.
We intend to apply to list our Class A common stock on the New York Stock Exchange (the “NYSE”) under the symbol “UVN.”

Investing in the Class A common stock involves risks. See “ Risk Factors ” beginning on page 20.

PRICE $             A SHARE

 
													
 	    	Price to
Public	 	    	Underwriting
Discounts	 	    	Proceeds to
Company (1)	 	
Per share	    	 	$         	  	    	 	$         	  	    	 	$         	  	
Total	    	 	$                    	  	    	 	$                    	  	    	 	$                    	  	

(1)	We have agreed to reimburse the underwriters for certain FINRA-related expenses. See “Underwriting.”	
We have granted the underwriters a 30-day option to purchase up to              additional shares of Class A common stock at the initial public offering price less the underwriting discount.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of Class A common stock to purchasers on                     , 2015.

 
					
Morgan Stanley	 	Goldman, Sachs & Co.	 	Deutsche Bank Securities	

Allen & Company LLC	 	Barclays	 	BofA Merrill Lynch	
					
Citigroup	 	Credit Suisse	 	Guggenheim Securities	
					
J.P. Morgan	 		 	Wells Fargo Securities	
					
	 	Natixis	 		

Cabrera Capital Markets, LLC	 	Guzman & Company	 	Lebenthal Capital Markets	

Loop Capital Markets	 	    Ramirez & Co., Inc.	 	The Williams Capital Group, L.P.	

                    , 2015

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UNIVISION IS THE LEADING MEDIA COMPANY SERVING HISPANIC AMERICA

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 TABLE OF CONTENTS

					
 	  	Page	 	
Summary	  	 	1	  	
Risk Factors	  	 	20	  	
Forward-Looking Statements	  	 	45	  	
Use of Proceeds	  	 	47	  	
Dividend Policy	  	 	48	  	
Capitalization	  	 	49	  	
Dilution	  	 	51	  	
Selected Historical Financial Data	  	 	52	  	
Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	54	  	
Business	  	 	91	  	
Management	  	 	119	  	
Executive and Director Compensation	  	 	128	  	

 	  	Page	 	
Certain Relationships and Related Person Transactions	  	 	154	  	
Principal Stockholders	  	 	164	  	
Description of Certain Indebtedness	  	 	170	  	
Description of Capital Stock	  	 	183	  	
Shares Eligible for Future Sale	  	 	195	  	
Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders	  	 	197	  	
Underwriting	  	 	201	  	
Legal Matters	  	 	207	  	
Experts	  	 	207	  	
Where You Can Find More Information	  	 	207	  	
Index to Financial Statements	  	 	F-1	  	

 
You should rely only on the information contained in this prospectus or in any free-writing prospectus we may authorize. Neither we nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any other information other than that contained in this prospectus. Neither we nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell and seeking offers to buy these securities only in jurisdictions where the offers and sales are permitted. The information contained in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospectus may have changed since that date.
Trademarks and Trade Names
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the © , ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights. This prospectus may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.
Market and Industry Information
Market and industry data used throughout this prospectus, including information regarding market share and market position and industry data pertaining to our business contained in this prospectus are, unless otherwise noted, estimates based on (i) data and reports compiled by industry and government organizations including Nielsen (“Nielsen”), Experian Simmons Information Solutions, Inc., a service provided by Experian Marketing Services (“Experian Marketing Services”), the U.S. Census Bureau (“U.S. Census”), SNL Kagan, LLC (“SNL Kagan”), Burke, Inc. (“Burke”), Joint Center for Housing Studies (“JCHS”) of Harvard University, the Federal Communications Commission (“FCC”), comScore, Adobe Analytics, Kantar Media Intelligence Ltd. (“Kantar Media Intelligence”), ShareThis Inc. (“ShareThis”), BIA/Kelsey, Selig Center for Economic Growth at the University of Georgia (“Selig Center for Economic Growth”), The Wall Street Journal, Partnership for a New American Economy, Pew Research Center (“Pew”), the Center for American Progress and industry analysts and
 
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(ii) our management’s knowledge of our business, markets and industry and the good faith estimates of management. Consistent with industry practice, in measuring our television station group we have not applied the ultrahigh frequency (“UHF”) “discount,” (the “UHF Discount”) referred to in the FCC’s national television ownership rules which permits television station groups to discount by 50% the reach of their UHF stations for purposes of determining compliance with the FCC’s national cap on such a group’s audience reach.
In this prospectus, we refer to the Nielsen ratings terms “television households,” which means those households that have one or more television receivers whether the set(s) may be out of order or not used, and “pay-TV households,” which means those households that have the ability to receive cable channels via a wire to the home from a cable head-end located in the community or via any other alternate delivery source such as C-Band Satellite Dish, Direct Broadcast Satellite TV systems and wireless cable. “U.S. Hispanic television households” and “U.S. Hispanic pay-TV households” means television households or pay-TV households, respectively, in the U.S. in which the head-of-household is Hispanic.
Unless otherwise specified herein:
 
 	•	 	references to our networks’ ratings rankings refer to their ratings rankings in primetime (defined as 8-11 PM, Monday through Saturday, and 7-11 PM Sunday) and to their ratings rankings among viewers aged 18 to 49;	
 
 	•	 	references to the “last television season” refer to the period from September 22, 2014 to September 20, 2015;	
 
 	•	 	references to “DMAs” refer to designated market areas as measured by Nielsen;	
 
 	•	 	references to our exclusive audience in comparison to other broadcast and cable networks refer to persons that are not otherwise reached by any other top 10 broadcast or cable network;	
 
 	•	 	references to our unduplicated audience in the context of our reach refer to persons that are not otherwise reached by us as measured by Experian Marketing Services;	
 
 	•	 	television and radio ratings data is sourced from studies or publications of Nielsen;	
 
 	•	 	U.S. population data and population growth projections are sourced from U.S. Census population projections as of December 2014;	
 
 	•	 	voter information is sourced from U.S. Census;	
 
 	•	 	U.S. Hispanic population data, population growth statistics and disposable income data are sourced from the U.S. Census, The Wall Street Journal, Nielsen, Pew, the Center for American Progress and Partnership for a New American Economy;	
 
 	•	 	references to “mobile unique visitors,” “unique users” and statistics that are measured “across desktop and mobile” are sourced from data, research, opinions or viewpoints published by comScore;	
 
 	•	 	data relating to, or projections of, buying power and employment growth is sourced from the Selig Center for Economic Growth and The Wall Street Journal;	
 
 	•	 	new U.S. household formation projections are sourced from JCHS;	
 
 	•	 	rankings and data regarding our online and mobile websites by “page views” and “video views” are sourced from Adobe Analytics;	
 
 	•	 	retransmission revenue projections are sourced from SNL Kagan;	
 
 	•	 	estimates of the market size for media advertising targeting Hispanic America are sourced from Kantar Media Intelligence; and	
 
 	•	 	statements regarding the social media habits of U.S. Hispanics are sourced from ShareThis.	
 
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 SUMMARY
The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus, including the information presented under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial statements and related notes thereto and the other documents to which this prospectus refers before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” or “Univision” refer to Univision Holdings, Inc. and its consolidated subsidiaries. Prior to the consummation of this offering, we will amend and restate our certificate of incorporation to reclassify all of our existing Class A, Class B, Class C and Class D common stock as Class S-1, Class S-2, Class T-1 and Class T-2 common stock, respectively, and authorize new Class A common stock and Class T-3 common stock (the “Equity Recapitalization”). As used in this prospectus, references to “common stock” refer to our existing Class A common stock, Class B common stock, Class C common stock and Class D common stock, collectively, when used to refer to periods prior to the Equity Recapitalization and to our new Class A common stock, Class S-1 common stock, Class S-2 common stock, Class T-1 common stock, Class T-2 common stock and Class T-3 common stock, collectively, when used to refer to periods following the Equity Recapitalization.
MISSION STATEMENT
Our mission is to inform, entertain, and empower Hispanic America.
OVERVIEW
Univision is the leading media company serving Hispanic America. We produce and deliver content across multiple media platforms to inform, entertain, and empower Hispanic America. We have an over 50 year multi-generational relationship with our audience and are the most recognized and trusted brand in Hispanic America. We earned the highest brand equity score among U.S. media brands in a brand equity research study conducted by Burke in 2015. We reach over 49 million unduplicated media consumers monthly and our commitment to high-quality, culturally-relevant programming combined with our multi-platform media properties has enabled us to become the #1 destination for entertainment, sports events, and news among U.S. Hispanics. Our flagship network, Univision Network , has been the most-watched broadcast network among U.S. Hispanics since its ratings were first measured by Nielsen in 1992. We have a strategic relationship with Grupo Televisa, S.A.B. and its affiliates (“Televisa”), the largest media company in the Spanish-speaking world and a top programming producer, for exclusive, long-term access to its premium entertainment and sports content in the U.S.
We serve a young, digitally savvy and socially engaged community. U.S. Hispanics are the youngest major demographic as of 2013, have experienced the largest growth as of 2012 and have rapidly growing buying power as of February 2014. Marketers are increasingly targeting Hispanic America and its expanding economic, cultural and political influence. We own the leading and growing portfolio of Spanish-language media platforms in the U.S. across broadcast and cable television, digital and radio, enhancing our value to both our distribution and marketing partners as the gateway to Hispanic America. Our local television and radio stations are among the leading stations in their markets, regardless of language, and provide us with a unique ability to connect with our audiences and target advertisers at the local level. Our “must-see” content coupled with our ownership of local television stations allows us to maximize subscription fees from multichannel video programming distributors (“MVPDs”), and to benefit from the largest broadcast spectrum portfolio of any broadcaster in the U.S. as measured by the number of people reached by each megahertz of spectrum (“MHz-Pops”) according to data from BIA/Kelsey. We believe we are well-positioned for growth and have the opportunity to continue to expand our audience and to monetize our attractive audience demographics, leading content across multiple platforms and spectrum assets.

 
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Hispanic America continues to be a highly attractive audience demographic, exhibiting strong growth and economic and political influence in the U.S., representing:
 
 	•	 	57 million people as of December 2014, growing to an estimated 77 million by 2030;	
 
 	•	 	$1.3 trillion of buying power in 2014, projected to grow to $1.7 trillion by 2019;	
 
 	•	 	40% of projected new U.S. household formation from 2015 to 2025;	
 
 	•	 	approximately 75% of expected U.S. employment growth from 2020 to 2034;	
 
 	•	 	the youngest major demographic in the U.S. as of 2013 with 60% of the U.S. Hispanic population projected to be 34 or younger in 2015; and	
 
 	•	 	a registered voter base of 15.7 million U.S. Hispanics, which is approximately 10% of the total voter base as of March 2015, up 14% from 2012 as compared to a 3% increase for non-Hispanic voters over the same period.	
We operate our business through two segments: Media Networks and Radio
 
 	•	 	Media Networks: Our principal segment is Media Networks, which includes our broadcast and cable networks, local television stations, and digital and mobile properties. We operate two broadcast television networks. Univision Network is the most-watched broadcast television network among U.S. Hispanics, available in approximately 93% of U.S. Hispanic television households. UniMás is among the leading Spanish-language broadcast television networks. In addition, we operate nine cable networks, including the two most-watched U.S. Spanish-language cable networks, Univision Deportes and Galavisión . We own and operate 59 local television stations, including stations located in the largest markets in the U.S., which represent the largest number of owned and operated local television stations among the major U.S. broadcast networks. In addition, we provide programming to 74 broadcast network station affiliates. Our digital properties include an array of websites and apps, which generate, on average, 571 million page views per month. Univision.com is our flagship digital property and is the #1 most visited Spanish-language website among U.S. Hispanics. UVideos is our bilingual digital video network providing on-demand delivery of our programming across multiple devices. Our Media Networks segment accounted for approximately 90% of our revenues in 2014.	
 
 	•	 	Radio: We have the largest Spanish-language radio group in the U.S. and our stations are frequently ranked #1 or #2 among Spanish-language stations in many major markets. We own and operate 67 radio stations including stations in 16 of the top 25 DMAs. Our radio stations reach over 15 million listeners per week and cover approximately 75% of the U.S. Hispanic population. Our Radio segment also includes Uforia , a comprehensive digital music platform, which includes 54 live radio stations and a library of more than 20 million songs. Our Radio segment accounted for approximately 10% of our revenues in 2014.	
We have a long standing strategic relationship with Televisa, which owns a significant equity interest in us. Under our program license agreement with Televisa, as amended on July 1, 2015 (the “Televisa PLA”), we have exclusive long-term U.S. broadcast and digital rights (with limited exceptions) to Televisa’s programming, including premium Spanish-language telenovelas, sports, sitcoms, reality series, news programming, and feature films. In 2014, Televisa produced over 94,000 hours of programming. Our long-term collaborative relationship with Televisa provides us with the opportunity to take advantage of the demands of our target demographic, and access to digital media, telenovelas and the broadcast of additional Mexican soccer league games. We utilize this programming to help establish new cable networks and digital platforms. Upon consummation of our initial public offering the term of the Televisa PLA will continue until the later of 2030 or 7.5 years after Televisa has voluntarily sold a specified portion of its shares of our common stock, unless certain change of control events

 
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happen, in which case the Televisa PLA will expire on the later of 2025 or 7.5 years after Televisa has voluntarily sold a specified portion of its shares of our common stock. See “—Our Relationship with Televisa.”
We are led by a seasoned executive management team with deep industry knowledge. Mr. Falco has served as our President and Chief Executive Officer since 2011. Under Mr. Falco’s leadership, we have fortified our unique relationship with Hispanic America, expanded our portfolio of cable networks and built our digital and mobile platforms. We have grown our revenue and adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) (as further described in “—Summary Historical Financial and Other Data”) by approximately 30% since 2011 and maintained a stable cost structure enabling us to generate free cash flow and reinvest in our business. Under our management team and through our strategic relationship with Televisa, we have continued our transformation from a single broadcast network into the leading media company serving Hispanic America.
We generate revenue from advertising on our media networks and radio stations as well as subscription fees, which include retransmission and affiliate fees, paid by our distribution partners. We expect our advertising revenue growth to continue to outperform our English-language media peers and our recurring subscription fees to make up an increasingly larger percentage of our total revenue. For the years ended December 31, 2012, 2013, and 2014 we generated revenue of $2.4 billion, $2.6 billion and $2.9 billion; Adjusted OIBDA of $0.9 billion, $1.1 billion, and $1.2 billion; Adjusted Free Cash Flow (as defined in “—Summary Historical Financial and Other Data”) of $69.7 million, $(92.4) million and $335.6 million; and a net loss of $14.4 million, net income of $216.0 million, and net income of $0.9 million, respectively. For the nine months ended September 30, 2015, we generated revenue of $2,122.5 million, Adjusted OIBDA of $976.6 million, Adjusted Free Cash Flow of $344.7 million and a net loss of $16.6 million.
THE HISPANIC AMERICA MARKET OPPORTUNITY
Our market opportunity is driven by highly attractive trends within Hispanic America and the power of “must-see” content in today’s media landscape.
 
 	•	 	Hispanic population growth and increased buying power.	
There are approximately 57 million U.S. Hispanics representing 18% of the total U.S. population. U.S. Hispanics have experienced the largest growth of any group in the U.S. in recent years, accounting for approximately half of the growth of the total population from 2010 to 2014. By 2030, it is estimated that there will be over 77 million U.S. Hispanics, representing nearly 22% of the total U.S. population. The estimated buying power of U.S. Hispanics is projected to increase from $1.3 trillion in 2014 to $1.7 trillion by 2019. In addition, U.S. Hispanics are expected to account for 40% of employment growth in the U.S. from 2015 to 2020
 
 	•	 	U.S. Hispanics’ preference for Spanish-language content.	
Spanish is the primary language in the homes of most U.S. Hispanics and the number of U.S. Hispanics who speak Spanish in the home is projected to increase from 37 million in 2014 to 55 million by 2034. U.S. Hispanics speaking Spanish in the home are estimated to comprise approximately 65% of the U.S. Hispanic population by 2034. U.S. Hispanics exhibit a strong preference to watch television in their native language. Between 2001 and 2014, the percentage of Spanish-speaking U.S. Hispanic households consuming Spanish-language television rose from 65% to 70%. Over the same period, the percentage of bilingual U.S. Hispanic households consuming Spanish-language television also increased from 36% to 46%. On account of these trends, we believe advertisers and media distributors will increasingly seek to reach U.S. Hispanics through Spanish-language media platforms.
 
 	•	 	Attractive advertising market dynamics of Hispanic America.	
We believe Hispanic America is an attractive demographic for advertisers as a result of the growing population and increased buying power of U.S. Hispanics and that advertisers will continue to increase

 
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the amount they spend on Spanish-language advertising targeting U.S. Hispanic consumers. Based on a 2014 Nielsen brand effectiveness study, ads on Spanish-language broadcasts had a higher brand likability score among U.S. Hispanics than ads for the same brand on English-language broadcasts. In addition, the U.S. Hispanic demographic is growing in size and political importance, representing approximately 10% of the total voter base as of March 2015, up 14% from 2012 as compared to a 3% increase for non-Hispanic voters over the same period. With approximately 800,000 U.S. Hispanics turning 18 each year, it is estimated that by 2016, approximately 28 million U.S. Hispanics will be eligible to vote. We believe these trends will result in increased spending on political/advocacy advertising targeted at Hispanic America. While U.S. Hispanic households represented approximately 10% of the total U.S. disposable income, spending in Spanish-language media was only approximately 5% of total advertising in 2014 based on Kantar Media Intelligence. We believe the difference between disposable income and advertising spend is the result of a lower number of advertisers targeting U.S. Hispanics as compared to those that target the overall U.S. population and lower prices for Spanish-language advertising as compared to English-language advertising. Given the market dynamics of this audience, we believe advertisers will allocate a higher proportion of their advertising dollars targeting Hispanic America as they gain a better understanding of the importance and influence of this audience.
 
 	•	 	Hispanic pay-TV penetration growth.	
U.S. Hispanic pay-TV subscribers are expected to continue to grow significantly, driven by the rapid growth in U.S. Hispanic households and historic trends of pay-TV adoption among U.S. Hispanics. In fact, U.S. Hispanic pay-TV subscribers increased nearly 25% from 2008 to 2014, approximately five times greater than the increase in overall U.S. pay-TV subscribers during the same period. This growth also significantly outpaced the U.S. Hispanic television household growth, signaling an increase in demand for pay-TV subscriptions among Hispanic households. As of 2014, 81.5% of U.S. Hispanic households were pay-TV subscribers. It is estimated that between 2014 and 2018 the number of U.S Hispanic pay-TV subscribers will grow approximately 12% as compared to a 2% decline in non-Hispanic pay-TV subscribers over the same period. We believe Hispanic pay-TV penetration growth will continue to drive increasing subscription fees for Spanish-language media networks from MVPDs.
 
 	•	 	Favorable media industry dynamics, subscription fee growth and media consumption trends.	
We believe “must-see” content delivered at scale is particularly important in today’s fragmented media environment. Content providers delivering large and loyal audiences who prefer live “event” viewing have the ability to generate increased demand and drive growth in advertising revenue and subscription fees (including retransmission and affiliate fees) from MVPDs. Over the next few years, retransmission revenues for the top four English-language broadcast networks are projected to grow on a percentage basis in the low twenties annually and affiliate fees for the top cable networks are projected to grow on a percentage basis in the high single digits annually. We believe that networks with “must-see” content should capture a disproportionate share of the projected increases in subscription fees.
Media consumption trends are shifting as audiences use media across multiple platforms. Content providers are responding by making their content more broadly available on digital platforms, particularly targeting the millennial audiences who are increasingly seeking to consume content online via smartphones and tablets. The delivery of content on multiple platforms continues to be particularly attractive to Hispanic America. U.S. Hispanics are nearly 10 years younger than the national average of non-Hispanics, they are highly connected (with approximately 72% owning a smartphone which is higher than the rate among the overall U.S. population) and technologically proficient (as reflected by the higher per user rate of consumption of digital video among U.S. Hispanics as compared to the overall U.S. population). Additionally, U.S. Hispanics are twice as likely to either share content or click on shared content on social media as non-Hispanics. We believe that established content providers delivering media across multiple platforms are well-positioned to benefit from these shifting media consumptions trends, particularly with respect to younger consumers.

 
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OUR COMPETITIVE STRENGTHS
 
 	•	 	Trusted brand that fosters unique and deep relationship with the Hispanic audience.	
We have an over 50 year multi-generational relationship with Hispanic America. We earned the highest brand equity score among U.S. media brands in a brand equity research study conducted by Burke in 2015 and our score ranked us among the top-tier global brands. In addition, in terms of viewership, we have a 57% share among U.S. Hispanics based on the combined television ratings for us and the four largest English-language networks. Additionally, Univision had 12 of the top 20 primetime programs across U.S. Hispanic viewing audiences during the last television season. We believe the strength of our brand combined with our “must-see” Spanish and English-language content enables us to sustain our leading position and offer the platform of choice for marketers seeking to connect with Hispanic America. Our brand and our large footprint of owned and operated local television and radio stations also enable us to inform, empower and serve as a vital resource for important civic, cultural and political information in the national and local communities that we serve. We also work with community-based organizations, government agencies and corporate sponsors to empower U.S. Hispanics and provide access to vital information and resources. From citizenship and voter registration to education, health and personal finance, we support causes that matter to Hispanic America. The effectiveness of our brand has been instrumental in enabling us to launch our media brand extensions across multiple platforms, as well as new products, services and events. In 2014, we enrolled over 3.4 million consumers to our branded products and services that are available in more than 70,000 retail outlets and over 4.6 million people attended our consumer and empowerment events.
 
 	•	 	Leader in Hispanic media with extensive multi-platform distribution.	
We are the leading media company serving Hispanic America and we align our television, radio and digital presence to deliver a Univision branded experience across multiple platforms. Our total unduplicated average monthly audience across our television, radio and digital platforms grew 11% from 2013 to 2014 and we reached over 49 million unduplicated media consumers monthly as of September 2015. Our audience and multi-platform distribution network position us as the premier gateway to Hispanic America for advertisers and media distributors. Univision Network is the most-watched broadcast television network among U.S. Hispanics, consistently ranked first among U.S. Hispanic viewers. Additionally, our average primetime television viewer is 41 years old as compared to an average age of 54 for the top four English-language broadcast networks. We own the leading U.S. Spanish-language general entertainment cable network Galavisión , which is available in approximately 68 million households, and we successfully launched our sports network, Univision Deportes . We have long operated the largest Spanish-language television station group in the U.S. with 59 owned and operated local stations. Our television stations are ranked first in total day and primetime viewing among Spanish-language stations in 15 of 17 DMAs and 14 of 17 DMAs, respectively, in which we own and operate stations and for which such data is available. We also own the #1 U.S. Hispanic online platform, which includes Univision.com , the most visited Spanish-language website among U.S. Hispanics. We averaged 29 million video views a month across our online, mobile and apps platforms. Among our social media platforms, we generated organic growth across Facebook, Instagram and Twitter of over 550% since the beginning of 2013. Our radio business has long been the #1 Hispanic radio network in the U.S. with 62 stations in 16 of the top 25 DMAs and we promote key programming events on our other platforms to our radio audience. Our advertising sales strategy is focused on offering advertising solutions across our local TV stations, radio stations and online and mobile websites, allowing us to deliver more effective and integrated solutions to our audiences and advertising partners.
 
 	•	 	Access to highly differentiated content with a low risk and scalable cost structure.	
Our strategic relationship with Televisa gives us exclusive long-term U.S. broadcast and digital rights (with limited exceptions) to Televisa’s programming, including premium Spanish-language

 
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telenovelas, sports, sitcoms, reality series, news programming, and feature films. This content is critical to our ability to provide “must-see” programming and results in, excluding sports and special events, 92% of our audience consuming our content live as compared to an average of 54% of the audience of the top four English-language broadcast networks. Additionally, 95% of our audience does not change channels during commercial breaks as compared to 81% of the audience for the top four English-language broadcast networks. The Televisa PLA also provides important predictability on our content costs and creates a scalable cost structure as we pay Televisa a fee based on a percentage of our revenue generated by our Spanish-language media networks business. We believe the Televisa PLA reduces the risks associated with procuring and developing premium content, since it limits our failure costs as we are able to select popular content previously aired in Mexico and Latin America. We can also cease airing unsuccessful programs without paying incrementally for unused episodes. Under the Televisa PLA, we can also utilize this programming to help launch new cable networks and digital platforms.
 
 	•	 	Well-positioned to benefit from media industry trends.	
We believe the combination of our exclusive, “must-see” content delivered across all of our media platforms to our audience anytime and anywhere and our track record of innovation and investment, positions us to take advantage of prevailing media industry trends. Our strong brand equity and loyal audience allows us to successfully launch new products and introduce emerging platforms. We have been successful in obtaining significant distribution for the recently launched Univision Deportes and UVideos as well as our English-language cable networks El Rey and Fusion , which have been developed through our strategic relationships with filmmaker Robert Rodriguez and Disney, respectively. Our integrated, cross-platform solutions allow advertisers to reach U.S. Hispanics at scale and on all devices. Our strong relationships with our distribution partners enable us to expand our distribution footprint and drive increased subscription revenues. Ultimately, we believe that we are well-positioned to continue to capture a significant share of the economic value chain, including subscription fees, revenues from digital properties and other emerging channels.
 
 	•	 	Attractive and resilient business model with compelling long-term cash flow generation.	
We have a proven track record of driving revenue growth while maintaining attractive operating margins and generating significant cash flow. Our revenue growth coupled with our focus on operational efficiency has provided us with strong cash flows that have allowed us to continue to invest and drive future growth. Our television ratings have historically remained strong relative to the market, our advertising revenues have continued to increase and our business has demonstrated resilience throughout recent economic cycles. We believe U.S. Hispanics are underserved by advertisers, leading to brand, volume and pricing gaps as compared to the top four English-language broadcast networks. We believe this is part of the reason we have demonstrated resiliency during recent economic cycles and ratings fluctuations, as we have been able to narrow those gaps and, as a result, our advertising revenues have increased during the three year period ended December 31, 2014, while the average advertising revenues of the top four English-language broadcast networks have declined over the same period. Because the proportionate share of advertising spend targeting U.S. Hispanics continues to be low as compared to the disposable income of U.S. Hispanics, we believe these gaps will continue to narrow in the future. This is expected to have a positive impact on our advertising revenues. In addition to our advertising revenue, we anticipate that our “must-see” content and audience will increase our recurring subscription revenues paid to us by MVPDs resulting in an increased proportion of our revenue governed by long-term distribution contracts, which will positively impact our profitability and improve our visibility into future revenue. We have also maintained a stable cost structure and our strategic relationship with Televisa has provided access to compelling content under a low-risk, scalable cost structure. Our cash flow potential is further enhanced because we have approximately $1.6 billion in net operating loss carryforwards that provide for favorable tax attributes and a re-aligned balance sheet with lower borrowing costs as a result of repaying a portion of our outstanding debt with proceeds from this offering.

 
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 	•	 	Experienced management team with proven industry expertise.	
Our President and Chief Executive Officer Randy Falco has led our company since 2011. Mr. Falco and his management team are highly experienced with deep industry knowledge. Under their leadership, we have fortified our brand with Hispanic America, expanded our portfolio of cable networks and built our digital and mobile platforms. Over the same period, we have expanded our total unduplicated average monthly media audience reach by 17% to over 49 million unduplicated media consumers monthly across our platforms as of September 2015. Since 2011, our management team has increased revenue and Adjusted OIBDA by approximately 30% while maintaining a stable cost structure. At the local level, our management team has been focused on ensuring that we remain the “go-to” resource in Hispanic America. Under our management team and through our strategic relationship with Televisa, we have continued our transformation from a single broadcast network into the leading media company serving Hispanic America.
OUR GROWTH STRATEGIES
We believe we are well-positioned for growth and have an opportunity to continue to expand our audience and to monetize our attractive audience demographics, leading content across multiple platforms and our spectrum assets.
 
 	•	 	Grow audience share and extend the reach of the Univision brand.	
We believe we are well-positioned to grow our audience and the reach of our brands by strengthening the bond with our audience and expanding across platforms, languages and brands. We enhance our unique relationship with our audience by ensuring that we are the “go-to” resource anywhere and anytime for Hispanic America. We continue to develop new networks, expand access to our content across multiple platforms and utilize our local reach to offer branded products, services and events that extend beyond our traditional media outlets. We have launched specialized networks in the U.S. targeting specific audience preferences, including sports ( Univision Deportes ), soap operas ( Univision tlnovelas ), legacy entertainment ( Bandamax, Clasico ) and news ( ForoTV ), and have invested in strategic relationships to launch networks targeted at millennials seeking English-language content ( El Rey and Fusion ). We have also recently introduced several Univision branded products and services, including Univision Mobile , a service to provide affordable wireless plans and Univision Farmacia , a leading prescription drug discount program available at more than 49,000 retail outlets. In addition, we continue to expand our digital reach to include numerous mobile applications, digital streaming video services and internet music players and apps to deliver content to Hispanic America online and on-the-go.
 
 	•	 	Increase recurring subscription revenue.	
We believe we have a meaningful opportunity to capture increased subscription fees from MVPDs. Broadcasters are expected to experience growth in retransmission fees and we are well-positioned to capture an increased share of these growing fees. As we engage in the next iteration of retransmission fee negotiations with MVPDs, we are confident that we will negotiate increased fees because of our loyal audience, our “must-see” content, and our large number of owned and operated local stations and affiliates. Univision Network has 74 station affiliates in 40 markets across the U.S. We offer 24 programming hours daily to our affiliates, which we believe is significantly more than the top four English-language broadcast networks provide to their affiliates, enabling us to retain a higher percentage of the subscription fees that we negotiate on behalf of our local broadcast TV affiliates. We also believe that our differentiated portfolio of cable networks and increasing size of our cable network audience will enable us to capture growth in affiliate fees from MVPDs.

 
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 	•	 	Expand share of advertising market.	
We have an opportunity to continue to improve the monetization of advertising across our media platforms. Revenue from media advertising targeting Hispanic America was over $8 billion in 2014, with leading brands having increased their advertising spend targeting this demographic. Growth of the population, buying power and political influence of Hispanic America are driving marketers to increase their focus on this demographic. We believe our platforms offer a compelling way to reach Hispanic America in an effective and trusted manner. Among U.S. Hispanics, brands have stronger likability when advertised on Univision than on English-language broadcasts. Also, we deliver a 71% exclusive audience that does not tune into any other of the top 10 broadcast or cable network as compared to an average 16% exclusive audience among the top four English-language broadcast networks. Excluding sports and special events, we have a 92% live viewing audience as compared to a 54% live viewing audience, on average, for the top four English-language broadcast networks. In addition, the advertising time we air per hour is significantly lower than English-language broadcast networks, suggesting we deliver a less cluttered advertising experience. As a result, we believe we have an opportunity to sell more advertising inventory and increase our advertising pricing across all platforms. We continue to add new brand advertisers every year, reaching more than 495 brands across our national media networks in 2014, representing an increase of 29% since 2009. We believe we can continue to add more brands and improve advertising monetization across our media networks and platforms.
 
 	•	 	Expand our content across digital and mobile products and platforms.	
We continue to be focused on making our Media Networks and Radio content available virtually anywhere and anytime throughout the evolving media landscape. We leverage our existing content across our digital and mobile initiatives to continue to drive growth as audiences consume content and utilize services across an increasing number of platforms. We are focused on continuing to invest and enhance our digital and mobile distribution platforms, including online and mobile properties. Univision.com and UVideos are our key online and mobile distribution platforms and have driven our advertising revenue growth and established our brand online and on-the-go. We recently launched digital ventures La Fabrica , Variety Latino , and Flama and acquired The Root to expand on the offerings of our digital portfolio. We are investing significantly in mobile products and applications, the fastest growing platform for consuming content, particularly among our target audience, resulting in more than doubling our mobile unique visitors across all of our digital properties from March 2014 to September 2015. Our digital distribution also includes subscription streaming services. In February 2015 we entered into an agreement with Sling TV that includes over-the-top (“OTT”) multi-stream rights for live and Video-On-Demand content. We were one of the initial launch partners on Sling TV, demonstrating the “must-see” nature of our content. In addition, we partnered with DirecTV as its anchor content supplier for its recently launched Spanish-language subscription video service, Yaveo . We expect additional third party streaming services to launch in the future and we believe that our content will be an important part of these offerings.
 
 	•	 	Evaluate potential monetization of our spectrum assets.	
We hold the most broadcast spectrum of any broadcaster in the U.S. (determined on a MHz-Pops basis) and we hold multiple licenses in most of the largest markets in the U.S. Spectrum is a strategic asset, which we believe has significant option value. With the success of the recent AWS-3 spectrum auction, which generated $45 billion of proceeds, the underlying value of our spectrum is substantial. We believe we have an opportunity to realize significant value from our spectrum assets without adversely affecting our existing networks or stations. As the FCC’s planned broadcast TV spectrum incentive auction (the “Broadcast Incentive Auction”) approaches in 2016, we will consider participating in the auction and monetizing a portion of our spectrum assets. If we participate in the Broadcast Incentive Auction, we will work to ensure that our ability to operate our broadcast business will not be adversely affected. In most of our largest markets, we believe we can contribute a 6 MHz channel to the auction and combine our Univision and UniMás networks on the other 6 MHz channel, creating a

 
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self-sufficient solution. Beyond the upcoming auction, we believe there are additional opportunities to utilize our spectrum to generate significant value. These opportunities include broadcast delivery of mobile video, data, linear networks, and non-linear content direct to consumers or through relationships with our distribution partners and consumer product manufacturers.
OUR RELATIONSHIP WITH TELEVISA
We have a long standing strategic relationship with Televisa. Under the Televisa PLA, we have significant exclusive long-term U.S. broadcast and digital rights (with limited exceptions) to all of Televisa’s programming (for which it has U.S. rights), which includes premium Spanish-language programming, including telenovelas, sports, sitcoms, reality series, news programming, and feature films. At the time of this offering, Televisa beneficially owns              shares, or approximately     % (    % if the underwriters’ option is exercised in full) of our outstanding shares of common stock,              and              shares, or approximately     % (    % if the underwriters’ option is exercised in full) of our outstanding common stock on a fully diluted basis. In addition, Televisa owns warrants exercisable for              shares of common stock. Upon the exercise of these warrants, Televisa would beneficially own              shares, or approximately     % (    % if the underwriters’ option is exercised in full) of our outstanding common stock and              shares, or approximately     % (    % if the underwriters’ option is exercised in full) of our outstanding common stock on a fully diluted basis. See “Description of Capital Stock” and “Principal Stockholders.” Our collaborative relationship with Televisa provides us with the opportunity to take advantage of the demands of our target demographic, including digital media, telenovelas and the broadcast of additional Mexican soccer league games. We utilize this programming to help establish new cable networks and digital platforms. Upon consummation of this offering the term of the Televisa PLA will continue until the later of 2030 or 7.5 years after Televisa voluntarily sells at least two-thirds of the              shares (including the              shares issuable upon the exercise of the warrants) that it held immediately following its investment in us (the “Televisa Sell-Down”), unless certain change of control events happen, in which case the Televisa PLA will expire on the later of 2025 or 7.5 years following a Televisa Sell-Down.
OUR PRINCIPAL STOCKHOLDERS
In March 2007, Univision was acquired by a consortium of private equity sponsors including Madison Dearborn Partners, Providence Equity Partners, TPG Global, LLC and its affiliates, Thomas H. Lee Partners and Saban Capital Group and their respective affiliates (collectively, the “Investors”). In December 2010, Televisa invested $1.2 billion in us and assigned certain other interests to us for a 5% equity stake in us, and debentures convertible into an additional 30% equity stake in us, subject to applicable laws and regulations and certain contractual limitations. On July 1, 2015, we entered into a memorandum of understanding (the “MOU”) with the Investors and Televisa and other specified parties, in which it was agreed that Televisa’s convertible debentures would be converted into warrants exercisable for the number of shares of common stock that Televisa would have received upon the conversion of its convertible debentures (the “Televisa Warrants”), the contractual limitations on Televisa’s ownership would be revised and our existing stockholder arrangements and our certificate of incorporation would be amended to effect the Equity Recapitalization. On July 15, 2015, Televisa converted its debentures into the Televisa Warrants. See “Business—Corporate Structure” “Certain Relationships and Related Person Transactions” and “Description of Capital Stock” for more information regarding our corporate structure.
Madison Dearborn . Madison Dearborn Partners, LLC (“Madison Dearborn” or “MDP”), based in Chicago, is a leading private equity investment firm that has raised over $18 billion of capital. Since its formation in 1992, Madison Dearborn’s investment funds have invested in approximately 130 companies across a broad spectrum of industries, including basic industries; business and government services; consumer; financial and transaction services; healthcare; and telecom, media and technology services. Madison Dearborn’s objective is to invest in

 
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companies with strong competitive characteristics that it believes have the potential for significant long-term equity appreciation. To achieve this objective, Madison Dearborn seeks to partner with outstanding management teams that have a solid understanding of their businesses as well as track records of building shareholder value.
Providence Equity . Providence Equity Partners (“Providence Equity” or “PEP”) is a leading global private equity firm specializing in the media, communications, education and information sectors. Providence Equity has over $40 billion in assets under management across complementary private equity and credit businesses and has invested in more than 140 companies since the firm’s inception in 1989. Providence Equity pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Providence Equity is headquartered in Providence, Rhode Island and has additional offices in New York, Boston, London, New Delhi, Singapore and Hong Kong.
Saban Capital Group . Saban Capital Group, Inc. (“Saban Capital Group” or “Saban”) is a private investment firm specializing in the media, entertainment, communications and real estate industries. Based in Los Angeles with satellite offices in New York, London and Singapore, Saban Capital Group was established in 2001 by Haim Saban. The firm has made strategic investments across North America, Europe, Asia and the Middle East. Saban Capital Group focuses on controlling and minority investments in public and private companies, and adds strategic value from both a financing and operating perspective through its established global relationships and industry operating experience.
TPG . TPG Global, LLC and its affiliates (“TPG”), is a leading global private investment firm founded in 1992 with over $74 billion of assets under management as of June 30, 2015 and offices in San Francisco, Fort Worth, Austin, Beijing, Dallas, Hong Kong, Houston, Istanbul, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, São Paulo, Shanghai, Singapore, Tokyo and Toronto. TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. The firm’s investments span a variety of industries, including media and communications, financial services, travel and entertainment, technology, industrials, retail, consumer products and healthcare.
THL . Thomas H. Lee Partners, L.P. (“THL”), is one of the world’s oldest and most experienced private equity firms. Founded in 1974, THL has raised approximately $20 billion of equity capital and invested in more than 130 portfolio companies with an aggregate value of over $150 billion. THL invests in growth-oriented businesses, headquartered primarily in North America, across three sectors: business and financial services, consumer and healthcare, and media and information services. The firm partners with portfolio company management to identify and implement operational and strategic improvements for long-term growth.
Televisa . Televisa is the largest media company in the Spanish speaking world and is a top programming producer of premium entertainment and sports content and the largest multimedia company in Latin America. It operates four broadcast channels in Mexico City, produces and distributes 24 pay-TV brands for distribution in Mexico and the rest of the world, and exports most of its programs and formats to the U.S. through us and to other television networks in over 50 countries. Televisa is also an active participant in Mexico’s telecommunications industry. It has a majority interest in Sky, a leading direct-to-home satellite television system operating in Mexico, the Dominican Republic and Central America. Televisa also participates in Mexico’s telecommunications industry in many regions of the country where it offers video, voice, and broadband services. Televisa also has interests in magazine publishing and distribution, radio production and broadcasting, professional sports and live entertainment, feature-film production and distribution, the operation of a horizontal Internet portal, and gaming. We have a long standing strategic relationship with Televisa and have exclusive long-term U.S. broadcast and digital rights (with limited exceptions) to Televisa’s programming (for which it has U.S. rights) under the Televisa PLA.

 
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RISKS AFFECTING OUR BUSINESS
Investing in our Class A common stock involves substantial risk. Before participating in this offering, you should carefully consider all of the information in this prospectus, including risks discussed in “Risk Factors” beginning on page 20. Some of our most significant risks are:
 
 	•	 	a decline in advertising revenue;	
 
 	•	 	adverse global economic conditions;	
 
 	•	 	changes to the U.S. Hispanic population;	
 
 	•	 	lack of audience acceptance or decline of the popularity of our programming;	
 
 	•	 	our failure to renew or reach subscription or retransmission consent agreements with MVPDs;	
 
 	•	 	consolidation in the cable or satellite MVPD industry;	
 
 	•	 	our significant competition;	
 
 	•	 	damage to our brands, particularly the Univision brand;	
 
 	•	 	our failure to retain rights to sports programming;	
 
 	•	 	our reliance on Televisa for programming;	
 
 	•	 	compliance with, and/or changes in, U.S. communications laws or other regulations;	
 
 	•	 	our substantial indebtedness; and	
 
 	•	 	the Investors will have a controlling interest in us, and their interests may be different from or conflict with those of our other shareholders.	
CORPORATE INFORMATION
We were initially formed as a Delaware limited liability company on June 6, 2006 and we converted to a Delaware corporation on March 12, 2007 under the name Broadcasting Media Partners, Inc. We changed our name to Univision Holdings, Inc. on June 11, 2015. See “Business—Corporate Structure” for information regarding our corporate structure. Our principal executive offices are located at 605 Third Avenue, 33rd Floor, New York, NY 10158. Our telephone number at our principal executive offices is (212) 455-5200. Our corporate website is www.univision.com. The information that appears on this or any of our other websites is not part of, and is not incorporated into, this prospectus and should not be relied upon in determining whether to make an investment in our Class A common stock.

 
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THE OFFERING

Class A common stock offered by us	            shares (             shares if the underwriters exercise their option to purchase additional shares in full).	
 
Class A common stock to be outstanding after this offering	            shares (             shares if the underwriters exercise their option to purchase additional shares in full).	
 
Common stock to be outstanding after this offering	            shares (             shares if the underwriters exercise their option to purchase additional shares in full). In addition to shares of Class A common stock issued in this offering, there will be              shares of Class S-1 common stock,              shares of Class S-2 common stock,              shares of Class T-1 common stock,              shares of Class T-2 common stock and one share of Class T-3 common stock outstanding following this offering.	
 
Option to purchase additional shares of Class A common stock	The underwriters have the option to purchase up to an additional             shares of Class A common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.	
 
Use of proceeds	We estimate that the net proceeds to us from our sale of             shares of Class A common stock in this offering will be approximately $             million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes a public offering price of $             per share, which is the midpoint of the price range set forth on the cover of this prospectus. We intend to use these net proceeds to repay indebtedness and for general corporate purposes. See “Use of Proceeds.”	
 
Dividend policy	We do not anticipate paying any dividends on our Class A common stock in the foreseeable future; however, we may change this policy at any time. See “Dividend Policy.”	
 
Voting rights	Each share of our Class A common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”	
 
Risk factors	Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of factors you should carefully consider before investing in our Class A common stock.	
 
Proposed NYSE symbol	“UVN.”	

 
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Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering:
 
 	•	 	includes              shares of Class A common stock to be sold in this offering;	
 
 	•	 	excludes             shares of our Class A common stock issuable upon exercise of outstanding options, which have a weighted average exercise price of $             per share;	
 
 	•	 	excludes              shares of our Class A common stock issuable upon the vesting of restricted stock units;	
 
 	•	 	excludes             shares of our Class A common stock reserved for future issuance under our 2015 Equity Incentive Plan, which is expected to become effective prior to completion of this offering;	
 
 	•	 	excludes              shares of Class T-1 common stock issuable upon the exercise of the Televisa Warrants;	
 
 	•	 	gives effect to our amended and restated certificate of incorporation, including the Equity Recapitalization, which will be in effect prior to the consummation of this offering; and	
 
 	•	 	assumes no exercise of the underwriters’ option to purchase up to             additional shares of Class A common stock from us.	
Unless otherwise indicated, the information in this prospectus assumes an initial public offering price of $             per share, the midpoint of the price range set forth on the cover of this prospectus.

 
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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA
The following table sets forth our summary historical financial and other data for the periods and as of the dates indicated. We derived our summary consolidated statement of operations data for the years ended December 31, 2014, 2013 and 2012 from our audited consolidated financial statements contained elsewhere in this prospectus. The summary historical consolidated financial data as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 are derived from our unaudited consolidated financial statements contained elsewhere in this prospectus.
The summary unaudited pro forma balance sheet data as of September 30, 2015 gives effect to the increase in authorized shares which will occur prior to the consummation of this offering and the Equity Recapitalization. The summary unaudited pro forma as adjusted balance sheet data gives further effect to the issuance of shares of our Class A common stock offered by us in this offering at an assumed initial public offering price of $            , which is the midpoint of the range set forth on the cover of this prospectus, and the application of the net proceeds received by us from this offering as described under “Use of Proceeds.” The following unaudited summary pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results.
Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto contained elsewhere in this prospectus.

 	 	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
(in thousands, except earnings per share)	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	
Statement of Operations and Comprehensive (Loss) Income Data	 				 				 				 				 				
Revenue	 	$	2,122,500	  	 	$	2,183,700	  	 	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	
Direct operating expenses	 	 	652,500	  	 	 	773,100	  	 	 	1,013,100	  	 	 	872,200	  	 	 	797,900	  	
Selling, general and administrative expenses	 	 	532,600	  	 	 	542,700	  	 	 	718,800	  	 	 	712,600	  	 	 	750,400	  	
Impairment loss	 	 	86,200	  	 	 	12,300	  	 	 	340,500	  	 	 	439,400	  	 	 	90,400	  	
Restructuring, severance and related charges	 	 	22,500	  	 	 	13,400	  	 	 	41,200	  	 	 	29,400	  	 	 	44,200	  	
Depreciation and amortization	 	 	128,000	  	 	 	120,000	  	 	 	163,800	  	 	 	145,900	  	 	 	130,300	  	
Termination of management and technical assistance agreements	 	 	180,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	520,700	  	 	 	722,200	  	 	 	634,000	  	 	 	427,900	  	 	 	628,800	  	
Other expense (income):	 				 				 				 				 				
Interest expense	 	 	414,900	  	 	 	440,500	  	 	 	587,200	  	 	 	618,200	  	 	 	573,200	  	
Interest income	 	 	(7,300	) 	 	 	(4,300	) 	 	 	(6,000	) 	 	 	(3,500	) 	 	 	(200	) 	
Interest rate swap expense (income)	 	 	200	  	 	 	(100	) 	 	 	(500	) 	 	 	(3,800	) 	 	 	—	  	
Amortization of deferred financing costs	 	 	11,700	  	 	 	11,600	  	 	 	15,500	  	 	 	14,100	  	 	 	8,300	  	
Loss on extinguishment of debt and inducement	 	 	266,900	  	 	 	17,200	  	 	 	17,200	  	 	 	10,000	  	 	 	2,600	  	
Loss on equity method investments	 	 	39,900	  	 	 	82,200	  	 	 	85,200	  	 	 	36,200	  	 	 	900	  	
Other	 	 	1,200	  	 	 	500	  	 	 	600	  	 	 	3,100	  	 	 	(500	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	 	(206,800	) 	 	 	174,600	  	 	 	(65,200	) 	 	 	(246,400	) 	 	 	44,500	  	
(Benefit) provision for income taxes	 	 	(190,200	) 	 	 	35,400	  	 	 	(66,100	) 	 	 	(462,400	) 	 	 	58,900	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	 	(16,600	) 	 	 	139,200	  	 	 	900	  	 	 	216,000	  	 	 	(14,400	) 	
Net loss attributable to non-controlling interest	 	 	(700	) 	 	 	(700	) 	 	 	(1,000	) 	 	 	(200	) 	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc.	 	$	(15,900	) 	 	$	139,900	  	 	$	1,900	  	 	$	216,200	  	 	$	(14,400	) 	

 
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 	 	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
(in thousands, except earnings per share)	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	
Earnings per share data	 				 				
Net (loss) income per share attributable to Univision Holdings, Inc.:	 				 				
Basic	 	$	(1.46	) 	 	$	12.97	  	 	$	0.18	  	 	$	20.49	  	 	$	(1.36	) 	
Diluted	 	$	(1.46	) 	 	$	9.34	  	 	$	0.17	  	 	$	14.60	  	 	$	(1.36	) 	
Weighted average shares outstanding:	 				 				
Basic	 	 	10,907	  	 	 	10,790	  	 	 	10,791	  	 	 	10,549	  	 	 	10,552	  	
Diluted	 	 	10,907	  	 	 	15,772	  	 	 	10,910	  	 	 	15,442	  	 	 	10,552	  	
			
Other Operating Data	 				 				
Adjusted OIBDA (1)	 	$	976,600	  	 	$	897,500	  	 	$	1,223,800	  	 	$	1,078,900	  	 	$	945,900	  	
Bank Credit Adjusted OIBDA (1)	 	$	1,000,200	  	 	$	917,600	  	 	$	1,253,800	  	 	$	1,120,400	  	 	$	1,003,200	  	
Adjusted Free Cash Flow (1)	 	$	344,700	  	 	$	266,700	  	 	$	335,600	  	 	$	(92,400	) 	 	$	69,700	  	

 	  	As of
September 30,
2015	 	 	Pro Forma	 	  	Pro Forma
As
Adjusted	 	
(unaudited)	  	Actual	 	 			  			
Balance Sheet Data	  				 				  				
Current assets	  	$	1,104,500	  	 	$	            	  	  	$	            	  	
Total assets	  	 	10,334,700	  	 				  				
Current liabilities	  	 	604,300	  	 				  				
Long-term debt, including capital leases	  	 	9,276,800	  	 				  				
Stockholders’ deficit	  	 	(614,600	) 	 				  				

 	  	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
 	  	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
 	  	(unaudited)	 	 	 	 	 	 	 	
Cash Flow Data	  				 				 				 				
Cash interest paid	  	$	407,300	  	 	$	399,900	  	 	$	589,100	  	 	$	618,500	  	 	$	554,400	  	
Capital expenditures	  	 	(74,900	) 	 	 	(83,000	) 	 	 	(133,400	) 	 	 	(179,200	) 	 	 	(99,500	) 	
Net cash (used in) provided by operating activities	  	 	(16,000	) 	 	 	333,700	  	 	 	274,900	  	 	 	79,300	  	 	 	169,100	  	
Net cash used in investing activities	  	 	(122,200	) 	 	 	(87,300	) 	 	 	(154,800	) 	 	 	(335,200	) 	 	 	(102,500	) 	
Net cash provided by (used in) financing activities	  	 	184,200	  	 	 	(93,200	) 	 	 	(107,200	) 	 	 	263,700	  	 	 	(89,200	) 	

(1)	Adjusted OIBDA represents operating income before depreciation, amortization and certain additional adjustments to operating income. In calculating Adjusted OIBDA our operating income is adjusted for share-based compensation and other non-cash charges, restructuring and severance charges, management and technical assistance agreement fees as well as other non-operating related items. Bank Credit Adjusted OIBDA represents Adjusted OIBDA with certain additional adjustments permitted under our senior secured credit facilities including specified business optimization expenses, income from unrestricted subsidiaries as defined in our senior secured credit facilities and certain other expenses. Adjusted Free Cash Flow represents Adjusted OIBDA less specified cash and non-cash items deducted in calculating Adjusted OIBDA and less capital expenditures plus the net change in working capital. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess Performance of Our Business.” Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow eliminate the effects of certain items that we do not consider indicative of our core operating performance. Adjusted OIBDA, Bank Credit	

 
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 	Adjusted OIBDA and Adjusted Free Cash Flow are supplemental measures of our operating performance that are not required by, or presented in accordance with, GAAP. Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow are not measurements of our operating performance under GAAP, should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity, and our calculations of Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow may not be comparable to those or other similar metrics reported by other companies.	
We believe that Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow provide management and investors with additional information to measure our operating performance, valuation and our potential for growth. Management uses Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow or comparable metrics to evaluate our operating performance, for planning and forecasting future business operations and as tools to assist our investors in determining valuation and our potential for growth. Management also uses Bank Credit Adjusted OIBDA to assess our ability to satisfy certain financial covenants contained in our senior secured credit facilities and the indentures governing our senior notes. We believe that Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow are used in the media industry by analysts, investors and lenders and serve as a valuable performance assessment metric for investors.
The primary material limitations associated with the use of Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow as compared to GAAP results are (i) they may not be comparable to similarly titled measures used by other companies in our industry, and (ii) they exclude financial information that some may consider important in evaluating our performance. Because of these limitations, Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow only supplementally. In addition, we reconcile Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow to the most directly comparable GAAP measure, net (loss) income attributable to Univision Holdings, Inc. Further, we also review GAAP measures and evaluate individual measures that are not included in Adjusted OIBDA, Bank Credit Adjusted OIBDA or Adjusted Free Cash Flow. By providing Adjusted OIBDA, Bank Credit Adjusted OIBDA and Adjusted Free Cash Flow with reconciliations to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives.

 
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The following is a reconciliation of Adjusted OIBDA to net (loss) income attributable to Univision Holdings, Inc., which is the most directly comparable GAAP financial measure:

 	 	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
 	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
(in thousands)	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc.	 	$	(15,900	) 	 	$	139,900	  	 	$	1,900	  	 	$	216,200	  	 	$	(14,400	) 	
Net loss attributable to non-controlling interest	 	 	(700	) 	 	 	(700	) 	 	 	(1,000	) 	 	 	(200	) 	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	 	(16,600	) 	 	 	139,200	  	 	 	900	  	 	 	216,000	  	 	 	(14,400	) 	
(Benefit) provision for income taxes	 	 	(190,200	) 	 	 	35,400	  	 	 	(66,100	) 	 	 	(462,400	) 	 	 	58,900	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	 	(206,800	) 	 	 	174,600	  	 	 	(65,200	) 	 	 	(246,400	) 	 	 	44,500	  	
Other expense (income):	 				 				 				 				 				
Interest expense	 	 	414,900	  	 	 	440,500	  	 	 	587,200	  	 	 	618,200	  	 	 	573,200	  	
Interest income	 	 	(7,300	) 	 	 	(4,300	) 	 	 	(6,000	) 	 	 	(3,500	) 	 	 	(200	) 	
Interest rate swap expense (income) (A)	 	 	200	  	 	 	(100	) 	 	 	(500	) 	 	 	(3,800	) 	 	 	—	  	
Amortization of deferred financing costs	 	 	11,700	  	 	 	11,600	  	 	 	15,500	  	 	 	14,100	  	 	 	8,300	  	
Loss on extinguishment of debt and inducement (B)	 	 	266,900	  	 	 	17,200	  	 	 	17,200	  	 	 	10,000	  	 	 	2,600	  	
Loss on equity method investments (C)	 	 	39,900	  	 	 	82,200	  	 	 	85,200	  	 	 	36,200	  	 	 	900	  	
Other	 	 	1,200	  	 	 	500	  	 	 	600	  	 	 	3,100	  	 	 	(500	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	520,700	  	 	 	722,200	  	 	 	634,000	  	 	 	427,900	  	 	 	628,800	  	
Depreciation and amortization	 	 	128,000	  	 	 	120,000	  	 	 	163,800	  	 	 	145,900	  	 	 	130,300	  	
Impairment loss (D)	 	 	86,200	  	 	 	12,300	  	 	 	340,500	  	 	 	439,400	  	 	 	90,400	  	
Restructuring, severance and related charges (E)	 	 	22,500	  	 	 	13,400	  	 	 	41,200	  	 	 	29,400	  	 	 	44,200	  	
Share-based compensation (F)	 	 	12,200	  	 	 	8,400	  	 	 	14,900	  	 	 	7,800	  	 	 	25,700	  	
Asset write-offs, net	 	 	3,200	  	 	 	—	  	 	 	500	  	 	 	3,700	  	 	 	1,000	  	
Termination of management and technical assistance agreements	 	 	180,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Management and technical assistance agreement fees (G)	 	 	20,000	  	 	 	18,400	  	 	 	25,100	  	 	 	22,400	  	 	 	20,000	  	
Other adjustments to operating income (H)	 	 	3,800	  	 	 	2,800	  	 	 	3,800	  	 	 	2,400	  	 	 	5,500	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted OIBDA (unaudited)	 	$	976,600	  	 	$	897,500	  	 	$	1,223,800	  	 	$	1,078,900	  	 	$	945,900	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The following is a reconciliation of Bank Credit Adjusted OIBDA to Adjusted OIBDA (unaudited):

 	 	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
 	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
(in thousands)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted OIBDA	 	$	976,600	  	 	$	897,500	  	 	$	1,223,800	  	 	$	1,078,900	  	 	$	945,900	  	
Business optimization expense (I)	 	 	8,500	  	 	 	4,600	  	 	 	8,900	  	 	 	12,300	  	 	 	19,900	  	
Unrestricted subsidiaries loss (J)	 	 	4,600	  	 	 	3,200	  	 	 	4,700	  	 	 	12,600	  	 	 	23,400	  	
Contractual adjustments permitted under senior secured credit facilities (K)	 	 	10,500	  	 	 	12,300	  	 	 	16,400	  	 	 	16,600	  	 	 	14,000	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bank Credit Adjusted OIBDA	 	$	1,000,200	  	 	$	917,600	  	 	$	1,253,800	  	 	$	1,120,400	  	 	$	1,003,200	  	

 
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The following is a reconciliation of Adjusted Free Cash Flow to Adjusted OIBDA (unaudited):

 	 	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
 	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
(in thousands)	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted OIBDA	 	$	976,600	  	 	$	897,500	  	 	$	1,223,800	  	 	$	1,078,900	  	 	$	945,900	  	
Management and technical assistance agreement fees	 	 	(20,000	) 	 	 	(18,400	) 	 	 	(25,100	) 	 	 	(22,400	) 	 	 	(20,000	) 	
Asset write-offs, net	 	 	(3,200	) 	 	 	—	  	 	 	(500	) 	 	 	(3,700	) 	 	 	(1,000	) 	
Restructuring, severance and related charges	 	 	(22,500	) 	 	 	(13,400	) 	 	 	(41,200	) 	 	 	(29,400	) 	 	 	(44,200	) 	
Other (L)	 	 	(1,500	) 	 	 	(1,500	) 	 	 	(2,100	) 	 	 	(300	) 	 	 	(1,700	) 	
Non-cash deferred advertising revenue (M)	 	 	(44,900	) 	 	 	(45,100	) 	 	 	(60,000	) 	 	 	(60,100	) 	 	 	(60,300	) 	
Cash interest expense (N)	 	 	(410,400	) 	 	 	(436,300	) 	 	 	(581,100	) 	 	 	(616,200	) 	 	 	(575,600	) 	
Cash interest income	 	 	—	  	 	 	100	  	 	 	100	  	 	 	—	  	 	 	100	  	
Capital expenditures	 	 	(74,900	) 	 	 	(83,000	) 	 	 	(133,400	) 	 	 	(179,200	) 	 	 	(99,500	) 	
Cash taxes received/(paid) (O)	 	 	(1,100	) 	 	 	(3,800	) 	 	 	(4,700	) 	 	 	(8,500	) 	 	 	(3,800	) 	
Changes in assets and liabilities:	 				 				 				 				 				
Accounts receivable, net	 	 	(55,400	) 	 	 	(68,600	) 	 	 	(4,100	) 	 	 	(87,000	) 	 	 	(40,800	) 	
Program rights and prepayments	 	 	9,900	  	 	 	9,500	  	 	 	(9,100	) 	 	 	(171,700	) 	 	 	(85,800	) 	
Accounts payable and accrued liabilities	 	 	(4,000	) 	 	 	(19,500	) 	 	 	3,100	  	 	 	32,200	  	 	 	24,000	  	
Other	 	 	(3,900	) 	 	 	49,200	  	 	 	(30,100	) 	 	 	(25,000	) 	 	 	32,400	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted Free Cash Flow	 	$	344,700	  	 	$	266,700	  	 	$	335,600	  	 	$	(92,400	) 	 	$	69,700	  	

(A)	Interest rate swap expense (income) pertains to certain interest rate swap contracts which were or became ineffective due to the Company’s refinancing transactions. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 9 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	
(B)	Loss on extinguishment of debt and inducement is a result of our refinancing transactions. See Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 8 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	
(C)	Loss on equity method investments relates primarily to El Rey for the years ended 2013 and 2014 and to Fusion for the years ended 2012 through 2014. See Note 7 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 6 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	
(D)	Impairment loss relates to the non-cash charges resulting from the write-down to fair value of goodwill, intangible and other assets. See Notes 4 and 18 to our audited consolidated financial statements for the year ended December 31, 2014 and Notes 4 and 15 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	
(E)	Restructuring costs, severance and related charges primarily relates to broad-based cost-saving initiatives. See Note 3 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 3 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	
(F)	Share-based compensation relates to employee equity awards and a consulting arrangement with an entity controlled by our Chairman. See Note 15 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 13 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	

 
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(G)	Management and technical assistance agreement fees relate to management, consulting, advisory and technical assistance services provided by affiliates of our Investors and Televisa. Effective as of March 31, 2015 we entered into agreements with affiliates of our Investors and Televisa, respectively, to terminate these agreements. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 7 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus.	
(H)	Other adjustments to operating income primarily relate to gains and losses on asset dispositions and letter of credit fees.	
(I)	Business optimization expense relates to our efforts to streamline and enhance our operations and primarily include legal, consulting and advisory costs and costs associated with the rationalization of facilities.	
(J)	Represents the results of early stage ventures which are designated as “unrestricted subsidiaries” under our senior secured credit facilities and excluded from Bank Credit Adjusted OIBDA under these facilities and the indentures governing our senior notes. The amount for unrestricted subsidiaries above represents the residual adjustments to eliminate the full results of these entities not otherwise eliminated in the other exclusions from Bank Credit Adjusted OIBDA above.	
(K)	Contractual adjustments permitted under our senior secured credit facilities relate to adjustments to operating income permitted under our senior secured credit facilities and indentures governing our senior notes primarily related to the treatment of the accounts receivable facility under GAAP that existed when the credit facilities were originally entered into.	
(L)	Other primarily relates to dividends from unconsolidated investments and costs related to our accounts receivable facility.	
(M)	Non-cash deferred advertising revenue relates to that portion of deferred contractually committed advertising and promotion time which is recognized when the related advertising and promotion is provided.	
(N)	Cash interest expense represents the interest on our debt instruments and interest rate swaps that will be settled in cash.	
(O)	Cash taxes received/(paid) relates to taxes that have been, or that we expect to be, paid in cash.	

 
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 RISK FACTORS
Investing in our Class A common stock involves a high degree of risk. You should consider carefully the following risks and all of the information in this prospectus, including our historical financial statements and related notes thereto before purchasing our Class A common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our Class A common stock could decline, perhaps significantly and you may lose all or some of your investment.
Risks Relating to Our Business and Our Industry
Cancellations, reductions or postponements of advertising, or reduced spending in advertising could reduce our revenues and have a material adverse effect on our business, financial condition and results of operations.
We have in the past derived, and we expect to continue to derive, a significant amount of our revenues from our advertisers, particularly television advertisers. Other than some television network advertising that is presold on an annual basis, we generally have not obtained, and we do not expect to obtain, long-term commitments from advertisers. Therefore, advertisers generally may cancel, reduce or postpone advertising orders without penalty. Cancellations, reductions or postponements in purchases of advertising could, and often do, occur as a result of a general economic downturn; an economic downturn in one or more industries that have historically invested in advertising on our platforms; an economic downturn in one or more major markets such as Los Angeles, New York or Miami-Fort Lauderdale; a strike; changes in population, demographics, audience preferences and other factors beyond our control or a failure to agree on contractual terms with advertisers. Whether as a result of such factors or the desire to preserve more budgetary flexibility, to the extent advertisers reduce their upfront commitments or advertising spending in the earlier part of a year, postponements or reductions would have an impact on timing for our advertising revenues and results of operations. In addition, major incidents of terrorism, war, natural disasters or similar events may require us to program without any advertising which could also lead to reduced advertising revenues. These and other factors could also cause advertisers to lower the rates that they are willing to pay to advertise generally, which could also have a material adverse effect on our business, financial condition and results of operations.
Advertisers’ willingness to purchase advertising from us may also be affected by a decline in audience ratings of our programming, local market dynamics, our inability to retain the rights to popular programming, increasing audience fragmentation caused by new program channels and the proliferation of new media formats, including the Internet and video-on-demand and the deployment of portable digital devices and new services and technologies. Although we continue to develop more opportunities through our digital platforms for advertisers to satisfy their increasing demand for a larger portion of their advertising budgets to shift from television networks to digital advertising to account for the changing viewing habits of consumers, there can be no assurance that we will successfully replace reduced television advertising revenue with revenue from our digital platforms. The range of advertising choices across digital products and platforms and the large inventory of available digital advertising space have also historically resulted in significantly lower rates for digital advertising than television advertising, which may add additional pricing pressure on our television advertising rates and our related revenues. Any material cancellations, reductions or postponements of advertising or reduced advertising rates for any of the foregoing reasons would adversely affect our advertising revenues and could have a material adverse effect on our business, financial condition and results of operations.
Adverse global economic conditions may have a negative impact on our industry and on our business, financial condition and results of operations.
Adverse global economic conditions could have a negative effect on our industry or the industry of those customers who advertise on our platforms, including, among others, the consumer package goods, telecommunications, retail, automotive, restaurant and financial industries, which provide a significant amount of
 
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our advertising revenue. There can be no assurance that we will not experience a material adverse effect on our business, financial condition and results of operations as a result of adverse economic conditions or that any actions that the U.S. Government, Federal Reserve or other governmental and regulatory bodies have taken or may take for the reported purpose of improving the economy or financial markets, such as changes to fiscal or monetary policy, will achieve their intended effect. Additionally, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers or our financial condition or results of operations or the trading price of our securities. Potential consequences of a global financial crisis could include:
 
 	•	 	our ability to borrow capital on terms and conditions that we find acceptable, or at all, may be limited, which could limit our ability to refinance our existing debt or fund our operations;	
 
 	•	 	the possibility that our business partners and our ability to maintain our business relationships with them could be negatively impacted;	
 
 	•	 	the financial condition of companies that advertise on our stations, including, among others, those in the consumer package goods, telecommunications, retail, automotive, restaurant and financial industries, may deteriorate and they may file for bankruptcy protection or face severe cash flow issues, which may result in a significant decline in our advertising revenue;	
 
 	•	 	our ability to pursue the acquisition or divestiture of television or radio assets may be limited;	
 
 	•	 	the possible impairment of some or all of the value of our syndicated programming, goodwill and other intangible assets, including our broadcast licenses; and	
 
 	•	 	the possibility that one or more of the lenders under the credit agreement governing our senior secured credit facilities could refuse to fund its commitment to us or could fail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.	
Any of these consequences could have a material adverse effect on our business, financial condition and results of operations.
We are focused on serving Hispanic America and the demand for our programming and our business, financial condition and results of operations are affected by changes that impact Hispanic America.
Anticipated Growth of the U.S. Hispanic Population and Buying Power
We believe a substantial portion of our growth will result from projected increases in the U.S. Hispanic population and by projected increases in their buying power. Factors that impact the U.S. Hispanic population, including a slow-down in immigration into the U.S. in the future, the impact of federal and state immigration legislation and policies on both the U.S. Hispanic population and persons emigrating from Latin America could affect the growth of the U.S. Hispanic population and, as a result the demand for our Spanish-language programming. If the U.S. Hispanic population grows more slowly than anticipated, the projected buying power of the U.S. Hispanic population may not grow as anticipated. In addition, economic conditions, such as unemployment, that disproportionately impact the U.S. Hispanic population could slow the growth of, or reduce, the projected buying power of U.S. Hispanics. If the U.S. Hispanic population or its buying power grows more slowly than anticipated, it could have a material adverse effect on our business, financial condition and results of operations.
Demand for Spanish-Language Programming Among U.S. Hispanics
We primarily target our Hispanic audience through Spanish-language programming. As U.S. Hispanics become bilingual and as more U.S. Hispanic households subscribe for pay-TV services, demand for our Spanish-language programming could be adversely impacted by competing English-language programming, including programming primarily in English-language targeting the bilingual U.S. Hispanic population. In addition, a shift in policy towards encouraging English-language fluency among U.S. Hispanic immigrants could also impact
 
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demand for Spanish-language programming. While El Rey , Fusion and Flama target the bilingual or English-language speaking U.S. Hispanic market, they may not be successful in attracting a significant audience or in offsetting any decline in demand for our Spanish-language programming. If we are unable to create more programming and networks targeted to this audience, we may lose audience share to competing English-language or bilingual programming which could lead to lower ratings and consequently, lower advertising revenues, which could have a material adverse effect on our business, financial condition and results of operations.
Geographic Concentration
The U.S. Hispanic population is concentrated geographically. Nielsen estimates for 2015 approximately 28% of all U.S. Hispanics will live in the Los Angeles, New York and Miami markets and the top ten U.S. Hispanic markets collectively will account for approximately 50% of the U.S. Hispanic population. We therefore expect our revenues to continue to be concentrated in these key markets. As a result, an economic downturn, increased competition or another significant negative condition in these markets could reduce our revenues and affect our business, financial condition and results of operations more dramatically than other companies that are not as dependent on these markets.
Lack of audience acceptance of our content could decrease our ratings and, therefore, our revenues.
Television and radio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of a television or radio program, and from the licensing of rights to the intellectual property associated with the program, depend primarily upon their acceptance by the public, which is difficult to predict. The commercial success of a television or radio program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general or specific geographic economic conditions and other tangible and intangible factors, many of which are outside our control. Other television and radio stations may change their formats or programming, a new station may adopt a format to compete directly with one or more of our stations, or stations might engage in aggressive promotional campaigns. Certain of the English-language networks and others are producing Spanish-language programming and simulcasting certain programming in English and Spanish.
A decrease in our audience acceptance, whether because of these factors or otherwise, can lead to lower ratings. Rating points are the primary factors that are weighed when determining the advertising rates that we receive. Advertisers’ willingness to purchase advertising from us may be adversely affected by lower audience ratings. Advertising sales and rates also are dependent on audience measurement methodologies and could be negatively affected if methodologies do not accurately reflect actual viewership levels. The use of new ratings technologies and measurements, and viewership on new platforms or devices that is not being measured, could have an impact on our program ratings. For example, while C3, a current television industry ratings system, measures live commercial viewing plus three days of DVR and video-on-demand playback, the growing viewership occurring on subsequent days of DVR and video-on-demand playback is excluded from C3 ratings. Poor ratings can lead to a reduction in pricing and advertising revenues. As a result of the unpredictability of program performance and of competition for viewership, our stations’ audience ratings, market shares and advertising revenues may decline, which could have a material adverse effect on our business, financial condition and results of operations.
If the popularity of our programming declines or we lose or are otherwise unable to obtain the rights to popular programming, it could have a material adverse effect on our business, financial condition and results of operations. We may also incur an impairment loss in connection with prepayments for certain programming if our prepayments exceed the fair value of such programming.
Our results of operations are impacted by the acceptance of our programming by the public, which is difficult to predict. From time to time, our prime time programming may not be as popular as anticipated or it has
 
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been in past seasons. When this happens, we often launch new programming to replace our under-performing programming. Our new programming may not be successful or result in an increase in ratings. If our programming is not as popular as anticipated or declines in popularity, it could negatively affect our advertising revenue and, if prolonged, our subscription revenue, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we may lose rights to popular programming and may not be able to replace such programming with comparably popular programming. Any shortfall, now or in the future, in the expected popularity of the sports events for which we have acquired rights, or in the television programming we expect to air, could have a material adverse effect on our business, financial condition and results of operations. For example, we had media rights to the 2014 World Cup, which significantly affected our results of operations in a positive manner in 2014 (and the periods in that year in which we recognized revenue connected with the 2014 World Cup). We will not carry the World Cup in 2018, 2022 and 2026, and therefore cannot expect an impact on our results of operations in those years similar to the impact we experienced in 2014.
We acquire programming (including sports programming) and make long-term commitments in advance of a television season and in some cases make multi-year programming commitments even though we cannot predict the ratings the programming will generate. We make prepayments for our rights to broadcast certain periodic sports programming prior to such programming being available. Under applicable accounting rules, as was the case with the 2010 World Cup media rights and the 2014 World Cup media rights, we are sometimes required to take an impairment charge on such programming rights if the prepayment amount for such rights exceeds the fair value of such rights, which is dependent on the amount of advertising sales for such programming. For example, at December 31, 2009, we recognized an impairment charge of $79.6 million in connection with the 2010 World Cup media rights and at September 30, 2013, we recognized an impairment charge of approximately $82.5 million in connection with the 2014 World Cup media rights. We may also incur an impairment loss on our programming rights in future fiscal periods, which may negatively impact our results of operations in such future fiscal periods.
In addition, we must still pay the program license fees pursuant to the Televisa PLA even if the programming supplied under the Televisa PLA is no longer popular or is not utilized to the same extent as previously utilized. We may replace unpopular programming before we recapture any significant portion of the costs incurred in connection with the programming or before we have fully amortized the costs which would negatively impact our results of operations.
Our failure to renew existing subscription or retransmission consent agreements or reach new subscription or retransmission consent agreements with MVPDs on acceptable terms could significantly reduce our carriage and therefore revenues, business, financial condition and results of operations.
We negotiate with MVPDs pursuant to multi-year carriage agreements that provide for the level of carriage that our networks will receive, and if applicable, for annual rate increases. Carriage of our networks is generally determined by package, such as whether our networks are included in the more widely distributed, general entertainment packages or lesser-distributed, specialized packages such as Hispanic or Spanish-language targeted packages, sports packages and movie/music packages. Subscription revenues are largely dependent on the rates negotiated in the subscription agreements, the number of subscribers that receive our networks or content, and the market demand for the content that we provide. The loss of one or more of these arrangements could reduce the distribution of our cable networks and reduce revenues we receive from subscriber fees and advertising, as applicable. Further, the loss of favorable packaging, positioning, pricing or other marketing opportunities with any MVPD could reduce revenues from subscriber fees.
We also periodically negotiate retransmission consent with MVPDs. The Communications Act of 1934, as amended (the “Communications Act”) prohibits MVPDs from retransmitting commercial broadcast television signals without first obtaining the broadcaster’s consent. Granting retransmission consent may involve compensation from the MVPD to the broadcaster for the use of the station’s signal. Alternatively, a local
 
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commercial television broadcast station can elect to require an MVPD to carry its signal, which is commonly referred to as “must-carry.” If the broadcast station elects to assert its must-carry rights in a particular market, the broadcaster cannot demand compensation from the MVPDs in that market.
In each case where we elect retransmission consent, we negotiate a written agreement with the MVPD governing the terms on which our stations will be carried, including compensation from the MVPD. These agreements are renewed or renegotiated periodically. We have reached agreements with MVPDs that, collectively, service substantially all pay-TV households. While we anticipate negotiating increased rates from MVPDs as we renew our agreements beginning in 2016, we may not be able to negotiate anticipated rate increases and we cannot predict whether we will be able to renew these agreements or reach new agreements on acceptable terms or on a timely basis. If we are unable to reach agreement with an MVPD, we may choose to require that MVPD to cease carriage of our stations. The non-renewal or termination of retransmission agreements with MVPDs, or continued distribution to MVPDs on less favorable terms, could adversely affect our revenues and our ability to distribute our programming to a broad audience and our ability to sell advertising, which could have a material adverse effect on our business, financial condition and results of operations.
On December 19, 2014, the FCC issued a notice of proposed rulemaking that would expand the definition of MVPD under the FCC’s rules to include certain OTT distributors of video programming that stream content to consumers over the Internet. The proposal, if adopted, could result in changes to how both our television stations’ signals and cable networks are distributed, and to how viewers access our content. We cannot predict the outcome of the rulemaking proceeding or the effect of such a change on our revenues from carriage agreements and from advertising.
Future consolidation in the cable or satellite MVPD industry could have a material adverse effect on our business, financial condition and results of operations.
AT&T Inc. recently acquired DirecTV, and Charter Communications, Inc. (“Charter”) and Time Warner Cable, Inc. have entered into an agreement to merge their respective companies. In addition, Charter has entered into an agreement to acquire Bright House Networks LLC. The AT&T Inc.–DirecTV merger resulted in the combination of two of the ten largest cable and satellite MVPDs. The Time Warner Cable - Charter - Bright House merger, if approved by the FCC and the Department of Justice and consummated would result in the combination of three of the ten largest cable and satellite MVPDs. The MVPDs involved in these proposed transactions individually and collectively have access to a large percentage of the U.S. Hispanic population. Future consolidation may take place among MVPDs, further concentrating a large percentage of U.S. Hispanic population with fewer MVPDs. As a consequence, we may have less leverage in negotiating with MVPDs for distribution of our networks, which could impact our subscription revenues and have a material adverse effect on our business, financial condition and results of operations. Additionally, some cable and satellite MVPDs are affiliated with competitors of ours (Comcast owns and operates Telemundo, for example), which may negatively affect our negotiations with such MVPDs. If we are not successful in negotiating with such MVPDs for carriage of our networks, we may not be able to reach certain key demographics of the U.S. Hispanic population and this may affect our ability to attract advertisers and generate advertising revenues, which could have a material adverse effect on our business, financial condition and results of operations.
We face increased competition from digital and mobile distribution of media and if we are unable to successfully launch such services or if our digital and mobile distribution services do not gain market acceptance, it could have a material adverse effect on our business, financial condition and results of operations.
Technology used by consumers to access media is changing rapidly. Alternate distribution technologies, such as the Internet and wireless networks, are now viable platforms for the sale, viewing of and listening to content, and we expect that additional distribution technologies will continue to be developed. These alternate distribution technologies enable both the entry of new competitors in the entertainment space, as well as new products and services from existing competitors. These alternate distribution technologies, new competitors, and
 
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new products and services are also driving changes in consumer behavior as consumers seek, and are often given, more control over when, where and how they view or listen to content. Examples of these advances in technologies include delivery of content over the Internet, wireless and mobile platforms, both in linear and on-demand models; satellite radio; place-shifting content from the home to portable devices for viewing or listening outside the home; additional technologies that enable time-shifting both television and radio programs; and online distribution of over-the-air signals, whether authorized or unauthorized. Alternate distribution technologies, new competitors, new products and services, and new consumer behavior could have a material adverse effect on our viewership, and could affect the attractiveness of our programming to advertisers, all of which could have a material adverse effect on our business, financial condition and results of operations.
As alternate technologies enable new distribution, new competitors and new products and services, they also enable new behavior from consumers. Use of live and video streaming sites that provide unauthorized access to copyrighted content has increased as has the use of wireless devices (e.g., iPhones, iPads and Kindles) that allow consumers to view or listen to content in locations and at times of their choosing while avoiding viewership measurement or traditional commercial advertisements. Consumers, as well, have begun creating their own content, made available on user-generated content sites like YouTube. As more competitors, enabled by alternate distribution technologies, enter the market, and more original programming from myriad sources becomes available, consumers may choose to discontinue subscribing to MVPDs’ television services, and may instead choose to pay for less content from another provider (e.g., Netflix, Amazon, Hulu), or may instead choose to simply consume content available for free (e.g., YouTube, Vine). These shifting behaviors may, individually or collectively, adversely affect our viewership, our licensing revenue, our subscription revenue or our television and radio advertising revenues, which could have a material adverse effect on our business, financial condition and results of operations.
Our failure to successfully compete with other broadcasters and other entertainment and news media for our share of advertising revenue could have a material adverse effect on our business, financial condition and results of operations.
We compete with other broadcasters and other entertainment and news media for advertising revenue. There have also been an increasing number of competitors targeting the U.S. Hispanic population. The success of our television networks and radio stations is primarily dependent upon their share of overall advertising revenues within their markets, especially in the New York, Los Angeles and Miami-Fort Lauderdale markets. Our radio stations compete in their respective markets for audiences and advertising revenues with other stations of all formats, as well as with other media, such as satellite radio, cable services, television, digital, and mobile and direct mail, newspapers, magazines, and outdoor advertising. If we fail to compete successfully for our share of advertising revenue, it could have a material adverse effect on our business, financial condition and results of operations.
Damage to our brands, particularly the Univision brand, or our reputation could have a material adverse effect on our business, financial condition and results of operations.
We believe that our brands, particularly the Univision brand, are among our most valuable assets. We believe that our brand image, brand awareness and reputation foster our relationship with Hispanic America and have contributed significantly to the success of our business. We believe that the extension of our brands will contribute to the growth of our business. Maintaining, further enhancing and extending our brands may require us to make significant investments in marketing, programming or new products, services or events. These investments may not be successful. If we are not successful in maintaining or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition and results of operations.
 
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Our quarterly results of operations may fluctuate significantly, making it difficult to rely on period-to-period comparisons of our results of operations as an indication of our future performance.
Our results of operations may fluctuate from period to period as a result of numerous factors, including, but not limited to:
 
 	•	 	demand for advertising on our platforms;	
 
 	•	 	global economic conditions;	
 
 	•	 	seasonal advertising patterns and seasonal influences on people’s viewing, reading and listening habits;	
 
 	•	 	changes in ratings;	
 
 	•	 	local market dynamics;	
 
 	•	 	increased consumption of our programming on digital or mobile devices;	
 
 	•	 	coverage of the major soccer tournaments, such as the World Cup or Gold Cup, by us or our competitors;	
 
 	•	 	competing English-language or Spanish-language programming;	
 
 	•	 	elections and other unique programming events;	
 
 	•	 	the timing of retransmission or affiliate agreement renewals; and	
 
 	•	 	other factors impacting the results of operations discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”	
Many of the above factors are discussed in more detail elsewhere in this “Risk Factors” section and in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Many of these factors are outside of our control, and the variability and unpredictability of these factors could cause our results of operations to vary significantly from period-to-period and could cause us to fail to meet our expectations for revenues or results of operations for a given period. As a result of the variability of our results of operations, you should not rely on period to period comparisons of our results of operations as an indication of our future performance.
We may need to retain the rights to sports programming to attract advertising revenues, and, even if we retain such rights, there is no assurance that our sports programming will continue to be popular or that associated advertising revenue will generate sufficient revenue to offset the associated costs.
We have traditionally relied, in part, on the broadcasting of certain sports programming to attract advertising revenues. We are facing increasing competition for sports programming from other Spanish-language networks and from companies owning English and Spanish-language networks, and we may have to increase the price we are willing to pay or risk being outbid by our competitors for popular content. For example, while we had the rights to the 2014 World Cup, we did not obtain the rights to the 2018, 2022 and 2026 World Cups and, accordingly, we will not benefit from the expected audience for those events during those years. Moreover, particularly with long-term contracts for sports programming rights, our results of operations and cash flows over the term of a contract depend on a number of factors, including the strength of the advertising market, our audience size for the related programming and the ability to secure distribution from, and impose surcharges or obtain carriage on, MVPDs for the content, and the timing and amount of our rights payments. If we are unable to compete effectively with other networks or distribution channels for sports programming, this could affect our ratings, and result in a decline in advertising revenue. Even if we are able to secure rights to sports programming, there is no assurance that such programming will generate the expected advertising revenue or that the revenue generated by the related programming will exceed our cost, as well as the other costs of producing and distributing the programming. Under the Televisa PLA, we received the U.S. rights to broadcast Mexican First Division soccer league games for which Televisa owns or controls the U.S. rights. However, there is no
 
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assurance as to how the soccer teams will perform or if the Mexican soccer league games will continue to be popular in the U.S. There can be no guarantee that Televisa will maintain the U.S. broadcast rights to Mexican First Division soccer league games to the extent it currently possesses such rights, or at all. If Mexican soccer league games do not continue to be popular or, in the case of the teams not owned by Televisa, if the rights to such games cannot be obtained by us at an acceptable cost or at all, this could affect our ratings, and result in a decline in advertising revenue. In addition, the costs of some rights may increase. If the sports programming we have does not achieve sufficient consumer acceptance, or if we or Televisa cannot obtain or retain rights to popular sports programming on acceptable terms, or at all, this could have a material adverse effect on our business, financial condition and results of operations.
We receive a significant amount of our network programming from Televisa and if such programming is not as popular as it has been in the past or we were to lose access to such programming, it could have a material adverse effect on our business, financial condition and results of operations.
We receive a significant amount of programming for our broadcast television networks and cable offerings from Televisa pursuant to the Televisa PLA. The programming we receive under the Televisa PLA accounts for a majority of our primetime programming on the Univision Network and a substantial portion of the overall programming on our broadcast television networks, cable channels and our media networks digital platforms. Upon consummation of this offering, the Televisa PLA is not set to expire until the later of 2030 or 7.5 years after a Televisa Sell-Down, unless certain change of control events happen, in which case the Televisa PLA will expire on the later of 2025 or 7.5 years following a Televisa Sell-Down. If Televisa were to stop providing us programming for any reason or if the programming Televisa provides to us is not as popular as anticipated or it has been in the past, and if we are unable to replace such programming with new popular programming, this could lead to lower ratings and a decline in advertising revenues. We may also incur increased programming costs if we had to obtain new programming from other third parties or produce it ourselves. The loss or decline in popularity of programming from Televisa could have a material adverse effect on our business, financial condition and results of operations. For a description of the terms of the Televisa PLA, see “Business—Programming—Televisa.”
Scheduled increases in royalty payments under the Televisa PLA could have an adverse effect on our results of operations.
Under the Televisa PLA, Televisa receives royalties from us, based on 11.84% of substantially all of our Spanish-language media networks revenues through December 2017. Additionally, Televisa receives an incremental 2% in royalty payments on any of such media networks revenues above a contractual revenue base of $1.66 billion. After December 2017, the royalty payments to Televisa will increase to 16.13%, and commencing later in 2018, the rate will further increase to 16.45% until the expiration of the Televisa PLA. Additionally, Televisa will receive an incremental 2% in royalty payments (with the revenue base decreasing to $1.63 billion with the second rate increase). If we are not able to take advantage of the increased digital rights we received under the Televisa PLA or otherwise increase our overall margins, the increased royalties could have an adverse effect on our results of operations.
We produce our own programming and have launched new networks, and there is no assurance that our audience will accept our new programming or our new networks.
We launched Univision Studios in 2010 to produce our own programming and have produced limited programming to date. If we choose to increase the use of our own programming instead of using programming from Televisa or other parties, we will have to incur additional costs associated with producing our programming, which could have a material adverse effect on our business, financial condition and results of operations. The revenues derived from the production of such programming will depend primarily upon its acceptance by the public, and our own programming will have to compete with other Spanish-language programming. If our programming is not as popular as programming we receive from Televisa under the
 
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Televisa PLA, or from other third parties, this may lead to lower ratings and a decline in our advertising revenues and any such revenues may not offset the costs of producing such programming, which could have a material adverse effect on our business, financial condition and results of operations.
Since 2012, we have launched Univision tlnovelas , Univision Deportes and ForoTV , and have invested in strategic partnerships that launched the Fusion television and digital networks, El Rey and Flama . If these networks are unable to attract or retain a large audience, we may not be able to garner favorable ratings and generate significant advertising revenues from such networks and we may record losses on our investments in these networks. In the nine months ended September 30, 2015, the year ended December 31, 2014 and the year ended December 31, 2013, we recorded losses on equity method investments related to our investments in El Rey and Fusion . See Note 7 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 6 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 contained elsewhere in this prospectus. In addition, we will need to make additional investments in one or more of these networks. If these networks are not successful, we may not be able to generate net gains on our investment, which could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to monetize our content on our digital platforms effectively, which could have a material adverse effect on our business, financial condition and results of operations.
Univision.com is our flagship digital property and our largest digital platform. In 2012 we launched our UVideos Digital Network , which is a new video platform providing on-demand delivery of our programming, which are accessible through multiple devices and platforms including game consoles, smart phones, tablets and Internet-enabled televisions. While we receive digital business revenues from display advertising, we expect that video advertising, subscriber fees for our digital content that is provided on an authenticated basis on Univision.com and UVideos Digital Network digital content licensing, digital sponsorship advertising and other long form video content initiatives will play a larger role in our business going forward. However, our online video initiatives may not be successful in generating sufficient public acceptance or generate significant online revenue. In addition, some of our programming, such as telenovelas, which are often watched live and on a daily basis, may not successfully translate to digital platforms or obtain a significant audience on such platforms. If we are not able to gain a sufficient audience on our digital platforms and monetize our programming on these platforms successfully, it could have a material adverse effect on our business, financial condition and results of operations. We also face competition for online advertising from websites such as Telemundo.com, Yahoo!, en Español, MSN Latino, MaximumTV and ButacaTV and mobile applications, such as Buzzfeed and Vice, which provide Spanish-language digital content, and other online video providers such as Hulu, Netflix and Amazon Prime, for audience share and online advertising revenues, and if we are unable to compete successfully with such providers, it could have a material adverse effect on our business, financial condition and results of operations.
We may not be successful in monetizing our broadcast spectrum assets or receiving the anticipated proceeds from any such monetization.
We are evaluating the potential opportunity to monetize certain of our broadcast spectrum assets by participating in the Broadcast Incentive Auction or otherwise monetizing such assets. The Broadcast Incentive Auction is scheduled to occur in 2016, but may be cancelled, delayed or materially altered. Accordingly, we may not have an opportunity to participate in the Broadcast Incentive Auction on terms that are acceptable to us, or at all. If we do participate, the auction may not generate anticipated proceeds that would justify our participation in the auction. Moreover, any other efforts to monetize such assets that we undertake may not be successful.
The monetization of our spectrum assets could have an adverse effect on our television stations and require us to incur additional costs, which could have a material adverse effect on our business, financial condition and results of operations.
If we decide to monetize certain of our spectrum assets in the Broadcast Incentive Auction, we may elect to migrate certain of our television broadcast operations on a “shared” basis to spectrum already licensed to us or to
 
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third parties, elect to allow a third party broadcaster to share our spectrum or otherwise modify our transmission facilities. This could result in new interference to our signals from other stations, reduce our over-the-air signal coverage or cause other service impairments to our television stations, or require us to incur relocation costs, which could have a material adverse effect on our business, financial condition and results of operations.
The failure or destruction of satellites and transmitter facilities that we depend upon to distribute our programming could have a material adverse effect on our business, financial condition and results of operations.
We use satellite systems to transmit our broadcast and cable networks to affiliates. The distribution facilities include uplinks, communications satellites and downlinks. Transmissions may be disrupted as a result of local disasters including extreme weather that impair on-ground uplinks or downlinks, or as a result of an impairment of a satellite. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, we may not be able to secure alternate distribution facilities in a timely manner. Failure to secure alternate distribution facilities in a timely manner could have a material adverse effect on our businesses and results of operations. Each of our television and radio stations and cable networks uses studio and transmitter facilities that are subject to damage or destruction. Failure to restore such facilities in a timely manner in the event of such damage could have a material adverse effect on our business, financial condition and results of operations.
We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.
Network and information systems and other technologies are important to our business activities and operations. Network and information systems-related events, such as computer hackings, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations. The risk of these systems-related events and security breaches occurring has intensified, in part because we maintain certain information necessary to conduct our businesses in digital form stored on cloud servers. While we develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the future. Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information may be compromised. The occurrence of any of such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.
We have a significant amount of goodwill and other intangible assets. We may never realize the full value of our intangible assets and any further impairment of a significant portion of our goodwill and other intangible assets could have a material adverse effect on our financial condition and results of operations.
Goodwill and intangible assets totaled approximately $8.1 billion at September 30, 2015 and $8.2 billion at December 31, 2014. At least annually, we test our goodwill and non-amortizable intangible assets for impairment and we continue to assess whether factors or indicators, such as a general economic slowdown, become apparent
 
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that would require an interim test. Impairment may result from, among other things, deterioration in our performance, adverse changes in applicable laws and regulations, including changes that restrict the activities of or affect the products or services sold by our businesses and a variety of other factors.
The amount of any quantified impairment must be expensed immediately as a charge to operations. During the nine months ended September 30, 2015, we recorded non-cash impairment losses of $86.2 million, which consisted primarily of $47.7 million related to the write-down of broadcast radio licenses, $8.9 million related to the write-down of property held for sale, $25.4 million related to the write-down of program rights, $4.0 million related to the write-down of a trade name, and $0.2 million related to the write-down of tangible assets. During the year ended December 31, 2014, we recorded non-cash impairment losses of $340.5 million, which consisted primarily of $182.9 million related to the impairment of Venevision International Enterprises LLC (“Venevision”) related prepaid programming assets made in conjunction with the amendment of the program license agreement with Venevision (the “Venevision PLA”), $133.4 million related to the write-down of broadcast radio licenses, $9.0 million related to the write-down of a trade name, $8.2 million related to the write-down of program rights and $7.0 million related to the write-down of property held for sale. During the year ended December 31, 2013, we recorded non-cash impairment losses of $439.4 million, which consisted primarily of $307.8 million related to the write-off of Radio segment goodwill, approximately $82.5 million related to the write-down of World Cup program rights prepayments, $43.4 million related to the write-down of broadcast radio licenses, and $2.5 million related to the residual write-off of the TeleFutura trade name as the network completed its rebranding as UniMás . During the year ended December 31, 2012, we recorded non-cash impairment losses of $90.4 million, including $47.6 million related to the write-down of a trade name, as a result of a decision to rebrand the TeleFutura Network as UniMás .
Appraisals of any of our segments impacting fair value of our assets or changes in estimates of our future cash flows could affect our impairment analysis in future periods and cause us to record either an additional expense for impairment of assets previously determined to be impaired or record an expense for impairment of other assets. Depending on future circumstances, we may never realize the full value of intangible assets. Any future determination or impairment of a significant portion of our goodwill and other intangibles could have a material adverse effect on our financial condition and results of operations.
Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
We have incurred significant cumulative net taxable losses in the past. Our unused losses generally carry forward to offset future taxable income, if any, until such unused losses expire. We may be unable to use these losses to offset income before such unused losses expire. In addition, if a corporation undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change in the equity ownership of certain stockholders over a rolling three-year period) under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), the corporation’s ability to use its pre-change net operating loss carryforwards, or NOLs, and other pre-change tax attributes to offset future taxable income or taxes may be limited. We may experience an “ownership change” as a result of this offering or future changes in our stock ownership (including dispositions of our stock by the Investors), some of which changes may not be within our control. If we are unable to use our net operating loss carryforwards before they expire, it could have a material adverse effect on our business, financial condition and results of operations.
Our business depends on the performance of our senior executives.
Our business depends on the efforts, abilities and expertise of our senior executives. These individuals are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel and identifying business opportunities. The loss of one or more of these key individuals could impair our business until qualified replacements are found. We cannot assure you that these individuals could quickly be replaced with persons of equal experience and capabilities. Although we have employment agreements with certain of these individuals, we could not prevent them from terminating their employment with us.
 
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Strikes or other union job actions could have a material adverse effect on our business, financial condition and results of operations.
We are directly or indirectly dependent upon highly specialized union members who are essential to our local news programs. We have collective bargaining agreements covering our union employees with varying expiration dates through 2018. If expiring collective bargaining agreements are not able to be renewed, it is possible that the affected unions could take action in the form of strikes or work stoppages. A strike by, or a lockout of, one or more of the unions could affect our ability to produce our local news programs, which could have a material adverse effect on our business, results of operations and financial condition.
Piracy of our programming and other content, including digital piracy, may decrease revenue received from the exploitation of our programming and other content, and could adversely affect our businesses, financial condition and operating results.
Piracy of programming and other unauthorized uses of content are made easier, and the enforcement of intellectual property rights more challenging, by technological advances allowing the conversion of programming and other content in to digital formats, which facilitates the creation, transmission and sharing of high quality unauthorized copies of our content. Technological advances, which facilitate the streaming of programming via the Internet to television screens and other devices, may increase piracy. In particular, piracy of programming and other content through unauthorized distribution on peer-to-peer computer networks and other platforms continues to present challenges of us. The proliferation of unauthorized access to programming has an adverse effect on our businesses and profitability because these unauthorized actions reduce the revenue that we potentially could receive from the legitimate sale and distribution of our services and products. Also, while legal protections exist, piracy and technological tools with which to carry it out continue to escalate, evolve and present challenges for enforcement. If legal protections fail to adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights, which could negatively impact our value and further increase our enforcement costs.
Our operations and properties are subject to environmental, health and safety laws and regulations that result in substantial costs and other risks.
Our facilities and operations, like those of other companies engaged in similar businesses, are subject to the requirements of various federal, state and local environmental and occupational safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to regulated substances, materials and wastes. We may be subject to fines or penalties if we fail to comply with any of these requirements. In addition, we may be liable for costs of investigation, removal or remediation of soil and groundwater contaminated by hazardous materials as the owner, lessee or operator of real property and facilities, without regard to whether we, as the owner, lessee or operator, knew of, or were responsible for, the contamination. We may also be liable for certain costs of remediating contamination at third party sites to which we sent waste for disposal. The requirements of these laws and regulations are complex, change frequently, and could become more stringent in the future. It is possible that these requirements will change or that liabilities will arise in the future in a manner that could have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to our Federal Regulatory Framework
The Communications Act and FCC regulations limit the ability of non-U.S. citizens and certain other persons to invest in us.
The acquisition and ownership of our securities, directly or indirectly, by a foreign party could cause us to be in violation of the foreign investment limitations of the Communications Act which generally prohibit foreign parties from owning more than 25% of the equity or voting interests of a company owning a broadcast station licensee without the prior authorization of the FCC. Pursuant to the MOU, Televisa and Univision have agreed jointly to file a petition for declaratory ruling with the FCC seeking (a) an increase in the authorized aggregate
 
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foreign ownership of Univision’s issued and outstanding shares of common stock from 25% to 49% and (b) to authorize Televisa to hold up to 40% of Univision’s issued and outstanding shares of common stock (in both cases on a voting and an equity basis). Univision and Televisa have agreed to file the petition by the earlier of 30 days after the consummation of Univision’s proposed initial public offering and January 5, 2016. A decision by the FCC not to grant, in whole or in part, the relief requested in the joint petition, could limit the ability of foreign investors to acquire and hold our securities. Separately, under the FCC’s media ownership rules, a direct or indirect owner of our securities could violate the FCC’s structural media ownership limitations if that person owned or acquired an “attributable” interest in certain other television stations nationally or in certain types of media properties in the same market as one or more of our broadcast stations. Under the FCC’s “attribution” policies the following relationships and interests generally are cognizable for purposes of the substantive media ownership restrictions: (1) ownership of 5% or more of a media company’s voting stock (except for investment companies, insurance companies and bank trust departments, whose holdings are subject to a 20% voting stock benchmark); (2) officers and directors of a media company and its direct or indirect parent(s); (3) any general partnership or limited liability company manager interest; (4) any limited partnership interest or limited liability company member interest that is not “insulated,” pursuant to FCC-prescribed criteria, from material involvement in the management or operations of the media company; (5) certain same-market time brokerage agreements; (6) certain same-market joint sales agreements (“JSAs”); and (7) under the FCC’s “equity/debt plus” standard, otherwise non-attributable equity or debt interests in a media company if the holder’s combined equity and debt interests amount to more than 33% of the “total asset value” of the media company and the holder has certain other interests in the media company or in another media property in the same market.
Our amended and restated certificate of incorporation includes provisions that permit us to take certain actions in order to comply with the Communications Act and FCC regulations, as applicable, regarding ownership of securities by such persons, including, but not limited to, the right to refuse to permit the transfer of shares of common stock, to suspend the rights of stock ownership, to require the conversion of shares of common stock into any other class of our common stock or warrants and to redeem shares of common stock. Given the ownership of Televisa and certain other holders at the time of this offering, non-U.S. citizen investors buying our Class A common stock in this offering or in the open market after this offering will likely be subject to these provisions. Non-U.S. citizen investors and investors with “attributable” interests in certain types of media properties should consider carefully these provisions in our amended and restated certificate of incorporation prior to investing in our Class A common stock, particularly given Televisa’s ownership of our Class T-3 common stock, which gives Televisa substantial voting rights. These restrictions may decrease the liquidity and value of our Class A common stock by reducing the pool of potential investors in our company and making the acquisition of control of us by third parties more difficult. In addition, these restrictions could adversely affect our ability to attract additional equity financing in the future or consummate an acquisition using shares of our capital stock. See “Description of Capital Stock—Federal Communications Laws Restrictions.”
Compliance with, and/or changes in, U.S. communications laws or other regulations may have an adverse effect on our business, financial condition and results of operations.
The television and radio industries in the U.S. are highly regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the FCC. See “Business—Federal Regulation.” The television and radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. For example, we are required to obtain licenses from the FCC to operate our radio and television stations with maximum terms of eight years, renewable upon application. We cannot assure you that the FCC will approve our future license renewal applications or that the renewals will be for full terms or will not include special operating conditions or qualifications. The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on our business, financial condition and results of operations.
The U.S. Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation
 
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of each of our segments and ownership of our radio and television properties. For example, from time to time, proposals have been advanced in the U.S. Congress and at the FCC to shorten license terms for broadcast stations to less than eight years, to mandate the origination of certain levels and types of local programming, or to require radio and television broadcast stations to provide free advertising time to political candidates. Any restrictions on political/advocacy advertising may adversely affect our advertising revenues. In addition, some policymakers maintain that cable MVPDs should be required to offer a la carte programming to subscribers on a network by network basis or “family friendly” programming tiers. Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect our cable networks’ business, financial condition and results of operations. Legislation could be enacted, which could require broadcasters to pay a performance royalty to record companies and performers of music which is broadcast on radio stations and increase the cost of music programming on our radio stations.
In addition, in a pending rulemaking proceeding, the FCC is seeking comment on a proposal to eliminate the UHF Discount, pursuant to which the audience reach attributed to UHF television stations is discounted by 50% for purposes of determining compliance with the FCC’s 39% national audience reach cap. If the UHF Discount were eliminated, our current reach would exceed the national cap. The FCC has proposed to “grandfather” existing station portfolios, like ours, that would exceed the cap upon elimination of the UHF Discount. However, absent a waiver, a grandfathered station group would have to come into compliance with the cap upon a sale or transfer of control. While this proceeding is pending and we cannot predict its outcome, or whether other similar proposals may be enacted in the future, upon elimination of the UHF Discount we may be required to divest television stations or take other steps to comply with the national cap in the event of a transfer of control of Univision, including a transfer of control to the public stockholders of Univision, or as otherwise may be required, pursuant to the MOU. Elimination of the UHF Discount may also adversely affect our ability to acquire additional television stations. See “Business—Federal Regulation—Ownership Restrictions” and “Certain Relationships and Related Person Transactions—Agreement on FCC Petition and FCC Transfer of Control Application.”
New laws or regulations with respect to retransmission consent or “must-carry” rights could significantly reduce our ability to obtain carriage and therefore revenues.
A number of entities have commenced operation, or announced plans to commence operation, of Internet protocol video systems or internet protocol television (“IPTV”) systems, using digital subscriber line (“DSL”), fiber optic to the home (“FTTH”) and other distribution technologies. In most cases, we have entered into retransmission consent agreements with such entities for carriage of our eligible stations. However, the issue of whether those services are subject to cable television regulations, including must carry or retransmission consent obligations, has not been resolved. If IPTV systems gain a significant share of the video distribution marketplace, and new laws and regulations fail to provide adequate must carry and/or retransmission consent rights, our ability to distribute our programming to the maximum number of potential viewers and to be compensated for such distribution may be limited.
As noted above, on December 19, 2014, the FCC issued a notice of proposed rulemaking that would expand the definition of MVPD under the FCC’s rules to include certain OTT distributors of video programming that stream content to consumers over the Internet. The proposal, if adopted, could result in changes to how both our television stations’ signals and cable networks are distributed, and to how viewers access our content. We cannot predict the outcome of the rulemaking proceeding or the effect of such a change on our revenues from carriage agreements and from advertising.
In early 2010, a number of cable and satellite MVPDs joined in a petition to urge the FCC to initiate a rulemaking proceeding to consider amending its retransmission consent rules. In March 2011, the FCC initiated a formal rulemaking proceeding to evaluate the proposals raised by the petitioners and more broadly to review its retransmission consent rules. Acknowledging its limited jurisdiction, the FCC solicited comments on a series of preliminary proposals intended to clarify certain rules, and provide guidance to the parties, concerning or affecting retransmission consent negotiations. In March 2014, the FCC adopted a rule prohibiting the joint
 
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negotiation of retransmission consent agreements by top-4 rated non-commonly-owned stations in the same market, and sought comment on possible changes to its rules regarding television stations’ rights to territorial exclusivity with respect to network and syndicated programming. However, in the STELA Reauthorization Act (“STELAR”), enacted in December 2014, Congress directed the FCC to undertake additional rulemakings concerning retransmission consent issues, including to adopt regulations to prohibit a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with any other television station in the same market, irrespective of ratings, unless the stations are under common control. The FCC adopted such a rule in February 2015. The rule prohibits Univision and Entravision Communications Corporation (“Entravision”), from negotiating retransmission consent jointly, or from coordinating such negotiations, in six markets where both companies own television stations. Separately, on June 2, 2015, the FCC adopted an order implementing a further directive of STELAR that the FCC streamline its “effective competition” rules for small cable operators. Under the Communications Act, local franchising authorities (LFAs) may regulate a cable operator’s basic cable service tier rates and equipment charges only if the cable operator is not subject to effective competition. Historically the FCC presumed the absence of effective competition unless and until a cable operator rebutted the presumption. The FCC’s order reversed that approach and adopted a rebuttable presumption that all cable operators, regardless of size, are subject to effective competition. Some cable operators have taken the position that cable systems found to be subject to effective competition are not required to place television stations, like ours, that have elected retransmission consent on the basic cable service tier. The FCC’s order does not address this issue. The FCC also must implement other provisions in STELAR that could affect retransmission consent negotiations, including a proceeding launched in March 2015 concerning procedures for modification of a station’s “market” for purposes of determining its entitlement to cable and/or satellite carriage in certain circumstances. On September 2, 2015, the FCC issued a Notice of Proposed Rulemaking (“NPRM”) seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and MVPDs negotiate in “good faith” for the retransmission by MVPDs of local television signals. Under the Communications Act, MVPDs may not retransmit a commercial broadcast television station’s signal without the station’s consent (unless the station has elected “must-carry” status). Stations and MVPDs are required to negotiate for retransmission consent in “good faith.” The FCC’s rules implementing the good faith requirement identify certain practices that presumptively violate the obligation to negotiate in good faith. The FCC also may consider whether other practices violate the good faith requirement under the “totality of the circumstances.” The NPRM was issued in response to Congress’s directive in STELAR that the FCC commence a review of the “totality of the circumstances” test. The NPRM seeks comment generally on the state of the retransmission consent market and the effectiveness of the FCC’s existing rules. Although the NPRM does not propose any changes to the existing rules, it asks whether several practices should be considered consistent with, or a violation of, the good faith requirement. Among a number of other matters, the NPRM seeks comment on whether networks negotiating retransmission consent on behalf of their third party affiliates, or holding approval rights over their affiliates’ retransmission consent agreements, should be deemed to violate the good faith negotiation requirement. In a statement released on August 12, 2015, the Chairman of the FCC indicated that the FCC will consider the elimination of the “network non-duplication” and “syndicated exclusivity” rules, which afford television stations certain rights to enforce the territorial exclusivity provisions in their network affiliation and syndicated programming agreements. We cannot predict the outcome of pending or future rulemakings on these matters.
Increased enforcement or enhancement of FCC indecency and other program content rules could have a material adverse effect on our business, financial condition and results of operations.
FCC rules prohibit the broadcast of obscene material at any time and/or indecent or profane material on television or radio broadcast stations between the hours of 6 a.m. and 10 p.m. Several years ago, the FCC stepped up its enforcement activities as they apply to indecency, and indicated that it would consider initiating license revocation proceedings for “serious” indecency violations. In the past several years, the FCC has found indecent content in a number of cases and has issued fines to the offending licensees. The current maximum permitted fines per station if the violator is determined by the FCC to have broadcast obscene, indecent or profane material are $350,000 per incident and $3,300,000 for a continuing violation, and the amount is subject to periodic adjustment for inflation. Fines have been assessed on a station-by-station basis, so that the broadcast of network
 
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programming containing allegedly indecent or profane material has resulted in fines levied against each station affiliated with that network which aired the programming containing such material. In June 2012, the U.S. Supreme Court struck down, on due process grounds, FCC Notices of Apparent Liability issued against stations affiliated with the FOX and ABC television networks in connection with their broadcast of “fleeting” or brief broadcasts of expletives or nudity and remanded the case to the FCC for further proceedings consistent with the Court’s opinion. In September 2012, the Chairman of the FCC directed FCC staff to commence a review of the FCC’s indecency policies, and to focus indecency enforcement on egregious cases while reducing the backlog of pending broadcast indecency complaints. On April 1, 2013, the FCC issued a public notice seeking comment on whether the FCC should make changes to its current broadcast indecency policies or maintain them as they are. The proceeding to review the FCC’s indecency policies is pending, and we cannot predict the timing or outcome of the proceeding. The determination of whether content is indecent is inherently subjective and therefore it can be difficult to predict whether particular content could violate indecency standards, particularly where programming is live and spontaneous. Our violation of the indecency rules could lead to sanctions that could have a material adverse effect on our business, financial condition and results of operations.
The impact of legislation that could result in the reallocation of broadcast spectrum may result in additional costs and affect our ability to provide competitive services, which could have a material adverse effect on our business, financial condition and results of operations.
Federal legislation was enacted in February 2012 that, among other things, authorizes the FCC to conduct a voluntary “incentive auction” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to repack television stations into a smaller portion of the existing television spectrum band and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.75 billion.
The FCC has adopted rules concerning the incentive auction and the repacking of the television band, and on August 11, 2015, it announced that the auction will begin on March 29, 2016. Meanwhile, the FCC is expected to adopt additional rules and procedures to implement the February 2012 legislation. Under the auction design proposed by the FCC, television stations will be given an opportunity to offer spectrum for sale to the government in a “reverse” auction while wireless providers will bid to acquire spectrum from the government in a simultaneous “forward” auction.
If some or all of our television stations are required to change frequencies, otherwise modify their operations in a repacking, or accept new interference from other stations, our stations could incur conversion costs, reduction of over-the-air signal coverage or other service impairments, which could have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to Our Indebtedness
If we were to experience net losses in the future and for an extended period of time, our ability to comply with the credit agreement governing our senior secured credit facilities, the indentures governing our senior notes, including financial covenants and ratios, could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations.
We have in the past and may in the future experience net losses. If we were to experience net losses in the future and for an extended period of time, there could be an adverse effect on our liquidity and capital resources, including but not limited to, an adverse effect as a result of our failure to comply with the financial covenants or ratios in the credit agreement governing our senior secured credit facilities. In addition, if events or circumstances occur such that we were not able to generate positive cash flow and operate our business as it is presently conducted, we may be required to seek a waiver from our banks if we are unable to comply with our financial covenants or ratios, or we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not, if necessary, be able to effect these actions on commercially reasonable terms, or at all. In addition, the indentures governing our senior notes and
 
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the credit agreement governing our senior secured credit facilities may restrict us from taking some of these actions. Any default under the credit agreement governing our senior secured credit facilities, inability to renegotiate such agreement if required, obtain additional financing if needed, or obtain waivers for any failure to comply with financial covenants and ratios would have a material adverse effect on our overall business and financial condition.
Our substantial indebtedness could adversely affect our business and your investment in our Class A common stock.
As of September 30, 2015, after giving pro forma effect to this offering and the application of the net proceeds as described in the “Use of Proceeds,” we estimated that we would have had outstanding total long-term indebtedness of approximately $            billion (excluding discount and premium), including approximately $            million of senior secured indebtedness (including $            million of capital leases but excluding $            million of letters of credit), approximately $            million of borrowings under our accounts receivable sale facility and approximately $            million of senior unsecured indebtedness. Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on, or other amounts due, in respect of our indebtedness or refinance our existing debt prior to it becoming due. Our substantial debt could also have other significant consequences. For example, it could:
 
 	•	 	increase our vulnerability to general adverse economic, competitive and industry conditions;	
 
 	•	 	limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes on satisfactory terms or at all;	
 
 	•	 	require us to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available to us for operations and any future business opportunities;	
 
 	•	 	expose us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, will be at variable rates of interest;	
 
 	•	 	restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;	
 
 	•	 	limit our planning flexibility for, or ability to react to, changes in our business and the industries in which we operate;	
 
 	•	 	limit our ability to adjust to changing market conditions; and	
 
 	•	 	place us at a competitive disadvantage with competitors who may have less indebtedness and other obligations or greater access to financing.	
If we fail to make any required payment under our senior secured credit facilities or to comply with any of the financial and operating covenants included in our senior secured credit facilities, we will be in default. Lenders under such facilities could then vote to accelerate the maturity of the indebtedness and foreclose upon our and our subsidiaries’ assets securing such indebtedness. Other creditors might then accelerate other indebtedness. If any of our creditors accelerate the maturity of the portion of our indebtedness held by such creditors, we may not have sufficient assets to satisfy our obligations under our senior secured credit facilities or our other indebtedness.
Despite our substantial indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although our senior secured credit facilities and the indentures governing our senior notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness we can incur in compliance with these restrictions could be substantial. For example, we may, at our option and subject to certain conditions, increase our senior secured credit facilities in an aggregate
 
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amount not to exceed $750.0 million. Moreover, none of our indentures impose any limitation on our incurrence of liabilities that are not considered “Indebtedness” under the indentures, nor do they impose any limitation on liabilities incurred by subsidiaries, such as our subsidiary that operates Flama , that are designated as “unrestricted subsidiaries.” Further, although Televisa has certain approval rights with respect to our ability to incur additional indebtedness, we and our subsidiaries may still be able to incur substantially more debt. If we incur additional debt, the risks associated with our substantial leverage would increase.
Restrictive covenants in the credit agreement governing our senior secured credit facilities and the indentures governing our senior notes may restrict our ability to pursue our business strategies.
The credit agreement governing our senior secured credit facilities and the indentures governing our senior notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. These agreements governing our indebtedness include covenants restricting, among other things, our ability to:
 
 	•	 	incur or guarantee additional debt or issue certain preferred stock;	
 
 	•	 	pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt;	
 
 	•	 	make certain investments;	
 
 	•	 	create liens on our or our subsidiary guarantors’ assets to secure debt;	
 
 	•	 	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the notes;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	merge or consolidate with another person or sell or otherwise dispose of all or substantially all of our assets;	
 
 	•	 	sell assets, including capital stock of our subsidiaries;	
 
 	•	 	alter the business that we conduct; and	
 
 	•	 	designate our subsidiaries as unrestricted subsidiaries.	
In addition, under the credit agreement governing our senior secured revolving credit facility we are required to maintain a first-lien secured leverage ratio to the extent that usage under our senior secured revolving credit facility exceeds 25% of the commitments thereunder at the end of the applicable fiscal quarter. Our ability to meet that financial ratio can be affected by events beyond our control, and we cannot assure you that we will be able to meet that ratio. We were in compliance with such financial covenants as of September 30, 2015, but there can be no assurance that we will continue to be in compliance with such covenants in the future. A breach of any covenant or restriction contained in either our senior secured credit facilities or the indentures governing the senior notes could result in a default under those agreements. If any such default occurs, the lenders under our senior secured credit facilities or the holders of the senior notes, as the case may be, may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. In addition, an event of default under the indentures governing the senior notes would cause an event of default under our senior secured credit facilities, and the acceleration of debt under our senior secured credit facilities or the failure to pay that debt when due would cause an event of default under the indentures governing the notes and the existing senior notes (assuming the amount of that debt is in excess of $100.0 million for the senior notes). The lenders under our senior secured credit facilities also have the right upon an event of default thereunder to terminate any commitments they have to provide further borrowings. Further, following an event of default under our senior secured credit facilities, the lenders under these facilities will have the right to proceed against the collateral granted to them to secure that debt. If the debt under our senior secured credit facilities or the senior notes were to be accelerated, our assets may not be sufficient to repay in full that debt or any other debt that may become due as a result of that acceleration.
 
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We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition and results of operations.
During periods of volatile credit markets, there is risk that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum permitted by a credit facility. If our lenders are unable to fund borrowings under their revolving credit commitments or we are unable to borrow (such as having insufficient capacity under our borrowing base), it could be difficult in such environments to obtain sufficient funding to execute our business strategy or meet our liquidity needs, which could have a material adverse effect on our business, financial condition and results of operations.
Volatility and weakness in capital markets may adversely affect credit availability and related financing costs for us.
Bank and capital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or all of our debt could be adversely affected. Although we can currently access the bank and capital markets, there is no assurance that such markets will continue to be a reliable source of financing for us. In addition, our access to and cost of borrowing can be affected by our short and long term debt ratings assigned by ratings agencies. These factors, including the tightening of credit markets, or a decrease in our debt ratings, could adversely affect our ability to obtain cost-effective financing. Increased volatility and disruptions in the financial markets also could make it more difficult and more expensive for us to refinance outstanding indebtedness and obtain financing. In addition, the adoption of new statutes and regulations, the implementation of recently enacted laws or new interpretations or the enforcement of older laws and regulations applicable to the financial markets or the financial services industry could result in a reduction in the amount of available credit or an increase in the cost of credit. Disruptions in the financial markets can also adversely affect our lenders, insurers, customers and other counterparties.
Risks Related to This Offering and Ownership of Our Class A Common Stock
An active, liquid trading market for our Class A common stock may not develop.
Prior to this offering, there has been no public market for our Class A common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our Class A common stock will be determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail after the completion of this offering. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to resell your shares at, or above, the initial public offering price.
The price of our Class A common stock may be volatile and you could lose all or part of your investment.
Securities markets worldwide have experienced in the past, and are likely to experience in the future, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions could reduce the market price of our Class A common stock regardless of our results of operations. The trading price of our Class A common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described herein, and other factors beyond our control. Factors affecting the trading price of our Class A common stock could include:
 
 	•	 	market conditions in the broader stock market;	
 
 	•	 	actual or anticipated variations in our quarterly financial and operating results;	
 
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 	•	 	variations in operating results of similar companies;	
 
 	•	 	introduction of new services by us, our competitors or our customers;	
 
 	•	 	issuance of new, negative or changed securities analysts’ reports or recommendations or estimates;	
 
 	•	 	investor perceptions of us and the industries in which we or our customers operate;	
 
 	•	 	sales, or anticipated sales, of our stock, including sales by existing stockholders;	
 
 	•	 	additions or departures of key personnel;	
 
 	•	 	regulatory or political developments;	
 
 	•	 	stock-based compensation expense under applicable accounting standards;	
 
 	•	 	litigation and governmental investigations; and	
 
 	•	 	changing economic conditions.	
These and other factors may cause the market price and demand for shares of our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.
Televisa has a significant equity interest in us and various approval rights, which could conflict with our interests or the interests of the other holders of our Class A common stock.
In 2010, Televisa acquired a 5% equity stake in us, and debentures convertible into an additional 30% equity stake in us, subject to applicable laws and regulations and certain contractual limitations. On July 15, 2015, Televisa converted its debentures into the Televisa Warrants. In addition, pursuant to the MOU, Televisa has the right to designate and elect four members of our board of directors for as long as our board of directors consists of 22 members. Televisa also has approval rights with respect to certain matters as a lender or minority investor, including with respect to certain dividends and distributions, certain stock repurchases, bankruptcy, incurrence of indebtedness above specified levels and changing our core business. Further, certain matters, including entry or modification of material agreements and acquisition and sale of assets require the approval of at least four of the group comprised of Televisa and the Investors and holders of a majority of the shares held by such group. As a result, Televisa may have approval rights with respect to certain important decisions. The interests of Televisa could conflict with our or your interests in certain material respects. See “Certain Relationships and Related Person Transactions.”
Our Investors’ interests may not be aligned with the interests of our public stockholders.
Upon completion of this offering, our Investors will own approximately             shares of Class S-1 common stock, representing     % of our outstanding common stock and approximately     % of the voting power of our outstanding common stock (or approximately     % of our outstanding common stock and approximately     % of the voting power of our outstanding common stock, if the underwriters exercise their option to purchase additional shares in full). As such, our Investors will have significant influence over our reporting and corporate management and affairs, and our Investors will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval. Matters over which the Investors will, directly or indirectly, exercise control following this offering include:
 
 	•	 	the election of our board of directors and the appointment and removal of our officers;	
 
 	•	 	mergers and other business combination transactions, including proposed transactions that would result in our stockholders receiving a premium price for their shares;	
 
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 	•	 	other acquisitions or dispositions of businesses or assets;	
 
 	•	 	incurrence of indebtedness and the issuance of equity securities;	
 
 	•	 	repurchase of stock and payment of dividends; and	
 
 	•	 	the issuance of shares to management under our equity incentive plans.	
In addition, the Investors have certain director and committee member designation rights. Even if the Investors’ ownership of our shares falls below a majority, they will have certain rights to designate directors and board committee members and may continue to be able to strongly influence or effectively control our decisions. In addition, under our amended and restated certificate of incorporation, the Investors and their affiliates will not have any obligation to present to us, and the Investors may separately pursue corporate opportunities of which they become aware, even if those opportunities are ones that we would have pursued if granted the opportunity, except in the case of Saban Capital Group, which has agreed to inform us of certain business opportunities in limited circumstances.
Our directors, officers or stockholders, with certain exceptions, do not have obligations to present business opportunities to us and may compete with us.
Our amended and restated certificate of incorporation provides that our directors, officers and stockholders (except for such persons who are also our employees, and Saban Capital Group, which has agreed to inform us of certain business opportunities in the Hispanic market, in limited circumstances) do not have any obligation to offer us an opportunity to participate in business opportunities presented to them even if the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses), and that, to the extent permitted by law, such directors, officers and stockholders will not be liable to us or our stockholders for breach of any duty by reason of any such activities.
As a result, our stockholders, certain officers and directors and their respective affiliates will not be prohibited from investing in competing businesses or doing business with our customers. Therefore, we may be in competition with our stockholders, certain officers and directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose certain corporate opportunities or suffer competitive harm, which could negatively impact our business or prospects. See “Description of Capital Stock—Corporate Opportunities.”
Future sales of our Class A common stock, or the perception in the public markets that these sales may occur, could cause the market price for our Class A common stock to decline.
Upon consummation of this offering, there will be             shares of our Class A common stock outstanding. All shares of Class A common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”). At the time of this offering, we will also have registered             shares of Class A common stock reserved for issuance under our equity incentive plans of which             shares, options to purchase             shares and             restricted stock units are outstanding, which shares may be issued upon issuance and once vested, subject to any applicable lock-up restrictions then in effect. We cannot predict the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our common stock for sale will have on the market price of our Class A common stock prevailing from time to time. Sales of substantial amounts of shares of our Class A common stock in the public market, or the perception that those sales will occur, could cause the market price of our Class A common stock to decline. Of the remaining shares of common stock outstanding,             will be restricted securities within the meaning of Rule 144 under the Securities Act and subject to certain restrictions on resale following the consummation of this offering, restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144 or Rule 701, as described in “Shares Eligible for Future Sale.” An additional             shares of our Class T-1 common stock are issuable upon conversion of the Televisa Warrants. In addition, while immediately prior to
 
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this offering Televisa holds 10% of our common stock, which is the maximum percentage of our outstanding common stock Televisa may own (the “Maximum Equity Percentage”) pursuant to the Stockholders Agreement (as defined and discussed in “Certain Relationships and Related Party Transactions—Stockholder Arrangements—Stockholders Agreement”), upon the issuance of Class A common stock pursuant to this offering, Televisa’s direct ownership percentage will fall below the Maximum Equity Percentage and Televisa will be able to convert Televisa Warrants into as many as              additional shares of our Class T-1 common stock without exceeding the Maximum Equity Percentage. See “Certain Relationships and Related Person Transactions—Televisa Commercial Arrangements.” The Investors, Televisa, certain of our executive officers and certain other parties will have registration rights with respect to the shares of Class A common stock that they hold.
We, each of our officers and directors, the Investors and certain of our other stockholders have agreed that (subject to certain exceptions), for a period of 180 days from the date of this prospectus (subject to extension in certain circumstances), we and they will not, without the prior written consent of any two of Morgan Stanley & Co. LLC, Goldman Sachs & Co. and Deutsche Bank Securities Inc., dispose of or hedge any shares or any securities convertible into or exchangeable for our Class A common stock.                      in its sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. See “Underwriting.” Following the expiration of the applicable lock-up period, all of the issued and outstanding shares of our Class A common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. See “Shares Eligible for Future Sale” for a discussion of the shares of Class A common stock that may be sold into the public market in the future.
If you purchase shares of Class A common stock sold in this offering, you will incur immediate and substantial dilution.
The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our net tangible book value as of             and assuming an offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $         per share. See “Dilution.”
We have elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly-listed companies, which could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
Because we qualify as a “controlled company” under the corporate governance rules for publicly-listed companies, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or a board committee performing the board nominating function comprised solely of independent directors or in the event we elect to have a compensation committee, it is not required to be comprised solely of independent directors. In light of our status as a controlled company, our board of directors has determined not to have a majority of our board of directors be independent. Accordingly, should the interests of our Investors differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for publicly-listed companies. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
Anti-takeover protections in our amended and restated certificate of incorporation, our amended and restated bylaws or our contractual obligations may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders.
Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as amended, as well as provisions of the Delaware General Corporation Law (the “DGCL”), could delay
 
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or make it more difficult to remove incumbent directors or could impede a merger, takeover or other business combination involving us or the replacement of our management or discourage a potential investor from making a tender offer for our Class A common stock, which, under certain circumstances, could reduce the market value of our Class A common stock, even if it would benefit our stockholders.
In addition, our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to             shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of preferred stock or the adoption of a stockholder rights plan may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. See “Description of Capital Stock.”
In addition, under the indentures governing our notes, a change of control would require us to offer to repurchase the applicable notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. Under our senior secured credit facilities, a change of control would cause us to be in default and the lenders under our senior secured credit facilities would have the right to accelerate their loans, and if so accelerated, we would be required to repay all of our outstanding obligations under our senior secured credit facilities. In addition, from time to time we may enter into contracts that contain change of control provisions that limit the value of, or even terminate, the contract upon a change of control. Under our agreements with the Investors, we may not effect a change of control without written approval of 60% of our outstanding common stock held by the Investors and the approval of a majority of the Investors. In addition, our agreements with the Investors and Televisa contain provisions that may discourage interested parties from acquiring significant holdings of our common stock, such as transfer restrictions, approval rights and rights of first offer. In addition, specified change of control transactions may result in an earlier termination of the Televisa PLA. See “Business—Programming—Televisa,” “Description of Capital Stock—Approval Rights” and “Certain Relationships and Related Person Transactions—Stockholder Arrangements.” These change of control provisions may discourage a takeover of our company, even if an acquisition would be beneficial to our stockholders.
We will incur increased costs and obligations as a result of being a public company.
While we are in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act as a privately held company, we were not required to comply with certain other corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur additional legal, accounting and other expenses that we were not required to incur in the recent past. After this offering, we will be required to file with the Securities and Exchange Commission (the “SEC”) annual and quarterly information and other reports that are specified in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will also become subject to other reporting and corporate governance requirements, including the requirements of the NYSE, and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which will impose additional compliance obligations upon us. As a public company, we will, among other things:
 
 	•	 	prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and applicable NYSE rules;	
 
 	•	 	create or expand the roles and duties of our board of directors and committees of the board;	
 
 	•	 	institute more comprehensive financial reporting and disclosure compliance functions;	
 
 	•	 	enhance our investor relations function; and	
 
 	•	 	involve and retain to a greater degree outside counsel and accountants in the activities listed above.	
 
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These changes will require a commitment of additional resources and many of our competitors already comply with these obligations. We may not be successful in implementing these requirements and the commitment of resources required for implementing them could adversely affect our business, financial condition and results of operations.
The changes necessitated by becoming a public company require a significant commitment of resources and management oversight that has increased and may continue to increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. If we are unable to offset these costs through other savings then it could have a material adverse effect on our business, financial condition and results of operations.
Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations.
As a privately held company, we currently document and test the compliance of our internal controls on a periodic basis in accordance with Section 404. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules, may breach the covenants under our credit facilities and incur additional costs. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The agreements governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries’ ability to pay dividends or other distributions to us. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.
Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price.
We do not intend in the foreseeable future to pay any dividends to holders of our Class A common stock. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to support our general corporate purposes. Therefore, you are not likely to receive any dividends on your Class A common stock for the foreseeable future, and the success of an investment in shares of our Class A common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our Class A common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. However, the payment of future dividends will be at the discretion of our board of directors, subject to applicable law, and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that apply to the payment of dividends and other considerations that our board of directors deems relevant. Our debt agreements limit the amounts available to us to pay cash dividends, and, to the extent that we require additional funding, financing sources may prohibit the payment of a dividend. In addition, our agreements with Televisa provide for certain approval rights that may restrict our ability to pay cash dividends on our Class A common stock. See “Dividend Policy.” As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock.
 
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If securities or industry analysts publish unfavorable research, about our business, the price of our common stock and our trading volume could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently publish research on our company. Once securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our common stock or publish unfavorable research about our business, the price of our common stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause the price of our common stock and trading volume to decline.
 
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 FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, the following:
 
 	•	 	cancellation, reductions or postponements of advertising or other changes in advertising practices among our advertisers;	
 
 	•	 	any impact of adverse economic conditions on our business and financial condition, including reduced advertising revenue;	
 
 	•	 	changes in the size of the U.S. Hispanic population, including the impact of federal and state immigration legislation and policies on both the U.S. Hispanic population and persons emigrating from Latin America;	
 
 	•	 	lack of audience acceptance of our content;	
 
 	•	 	varying popularity for programming, which we cannot predict at the time we may incur related costs;	
 
 	•	 	the failure to renew existing agreements or reach new agreements with MVPDs on acceptable subscription or “retransmission consent” terms;	
 
 	•	 	consolidation in the cable or satellite MVPD industry;	
 
 	•	 	the impact of increased competition from new technologies;	
 
 	•	 	competitive pressures from other broadcasters and other entertainment and news media;	
 
 	•	 	damage to our brands or reputation;	
 
 	•	 	fluctuations in our quarterly results, making it difficult to rely on period-to-period comparisons;	
 
 	•	 	failure to retain the rights to sports programming to attract advertising revenue;	
 
 	•	 	the loss of our ability to rely on Televisa for a significant amount of our network programming;	
 
 	•	 	an increase in royalty payments pursuant to the Televisa PLA;	
 
 	•	 	the failure of our new or existing businesses to produce projected revenues or cash flows;	
 
 	•	 	failure to monetize our content on our digital platforms;	
 
 	•	 	failure to monetize our spectrum assets;	
 
 	•	 	the failure or destruction of satellites or transmitter facilities that we depend upon to distribute our programming;	
 
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 	•	 	disruption of our business due to network and information systems-related events, such as computer hackings, viruses, or other destructive or disruptive software or activities;	
 
 	•	 	inability to realize the full value of our intangible assets;	
 
 	•	 	failure to utilize our net operating loss carryforwards;	
 
 	•	 	the loss of key executives;	
 
 	•	 	possible strikes or other union job actions;	
 
 	•	 	piracy of our programming and other content;	
 
 	•	 	environmental, health and safety laws and regulations;	
 
 	•	 	FCC media ownership rules;	
 
 	•	 	compliance with, and/or changes in, the rules and regulations of the FCC;	
 
 	•	 	new laws or regulations concerning retransmission consent or “must carry” rights;	
 
 	•	 	increased enforcement or enhancement of FCC indecency and other programming content rules;	
 
 	•	 	the impact of legislation on the reallocation of broadcast spectrum which may result in additional costs and affect our ability to provide competitive services;	
 
 	•	 	net losses in the future and for an extended period of time;	
 
 	•	 	our substantial indebtedness;	
 
 	•	 	our failure to service our debt or inability to comply with the agreements contained in our senior secured credit facilities and our indentures, including any financial covenants and ratios;	
 
 	•	 	our dependency on lenders to execute our business strategy and our inability to secure financing on suitable terms or at all;	
 
 	•	 	volatility and weakness in the capital markets;	
 
 	•	 	risks related to our ownership; and	
 
 	•	 	the other factors set forth under “Risk Factors.”	
Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.
Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
 
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 USE OF PROCEEDS
We estimate that the net proceeds to us from our sale of              shares of Class A common stock in this offering will be approximately $         million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes a public offering price of $         per share, which is the midpoint of the price range set forth on the cover of this prospectus.
We intend to use the net proceeds from this offering to repay indebtedness and for general corporate purposes.
A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.
 
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 DIVIDEND POLICY
We do not intend to pay cash dividends on our Class A common stock in the foreseeable future. We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our Class A common stock is dependent upon cash dividends and distributions and other transfers from our subsidiaries. The amounts available to us to pay cash dividends are restricted by our subsidiaries’ debt agreements. Our ability to pay dividends on our Class A common stock is also subject to certain approval rights of Televisa and related limitations. See “Description of Capital Stock—Approval Rights.” The declaration and payment of dividends also is subject to the discretion of our board of directors and depends on various factors, including our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors.
In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.
Any future determination to pay dividends will be at the discretion of our board of directors, and will take into account:
 
 	•	 	restrictions in our amended and restated certificate of incorporation, our debt instruments and other agreements;	
 
 	•	 	general economic business conditions;	
 
 	•	 	our capital requirements and the capital requirements of our subsidiaries;	
 
 	•	 	our financial condition and results of operations;	
 
 	•	 	the ability of our operating subsidiaries to pay dividends and make distributions to us; and	
 
 	•	 	such other factors as our board of directors may deem relevant.	
 
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 CAPITALIZATION
The following table sets forth our unaudited cash and cash equivalents and our unaudited capitalization as of September 30, 2015:
 
 	•	 	on an actual basis;	
 
 	•	 	on a pro forma basis to give effect to the increase in authorized shares which will occur prior to the consummation of this offering and the Equity Recapitalization; and	
 
 	•	 	on a pro forma as adjusted basis to give effect to the sale of              shares of our Class A common stock in this offering and the application of the net proceeds received by us from this offering as described under “Use of Proceeds.”	
This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our financial statements and the related notes thereto contained elsewhere in this prospectus.

 	  	As of September 30, 2015	 	
 	  	Actual	 	  	Pro
Forma	 	  	Pro
Forma As
Adjusted (1)	 	
(in millions, except share data) (unaudited)	  	 	 	  	 	 	  	 	 	
Cash and cash equivalents	  	$	102.8	  	  	$	 	  	  	$	            	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Long-term debt (including current portion; reflects principal amount only):	  				  				  				
Senior secured credit facilities:	  				  				  				
Senior secured revolving credit facility (2)	  	$	—	  	  	$	 	  	  	$	 	  	
Senior secured term loan facilities	  	 	4,534.7	  	  				  				
	  	 	 	 	  	 	 	 	  	 	 	 	
Senior secured credit facilities	  	 	4,534.7	  	  				  				
8.5% Senior notes due 2021	  	 	815.0	  	  				  				
6.75% Senior secured notes due 2022	  	 	1,107.9	  	  				  				
5.125% Senior secured notes due 2023	  	 	1,200.0	  	  				  				
5.125% Senior secured notes due 2025	  	 	1,560.0	  	  				  				
Accounts receivable sale facility	  	 	120.0	  	  				  				
Existing capital leases	  	 	80.9	  	  				  				
	  	 	 	 	  	 	 	 	  	 	 	 	
Total debt	  	 	9,418.5	  	  				  				

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 	  	As of September 30, 2015	 	
 	  	Actual	 	 	Pro
Forma	 	  	Pro
Forma As
Adjusted (1)	 	
(in millions, except share data) (unaudited)	  	 	 	 	 	 	  	 	 	
Equity:	  				 				  				
Class A common stock, par value $0.001 per share, 50,000,000 authorized, and 6,515,517 issued and outstanding, actual;              authorized and none issued and outstanding, pro forma and pro forma as adjusted	  				 				  				
Class B common stock, par value $0.001 per share, 50,000,000 authorized, and 3,477,917 issued and outstanding, actual; none authorized, issued or outstanding, pro forma and pro forma as adjusted	  				 				  				
Class C common stock, par value $0.001 per share, 10,000,000 authorized and 1,110,382 issued and outstanding, actual; none authorized, issued or outstanding, pro forma and pro forma as adjusted	  				 				  				
Class D common stock, par value $0.001 per share, 10,000,000 authorized and none issued and outstanding, actual; none authorized, issued or outstanding, pro forma and pro forma as adjusted	  				 				  				
Class S-1 common stock, par value $0.001 per share, none authorized, issued or outstanding, actual;              authorized and              issued and outstanding, pro forma and pro forma as adjusted	  				 				  				
Class S-2 common stock, par value $0.001 per share, none authorized, issued or outstanding, actual;              authorized and              issued and outstanding, pro forma and pro forma as adjusted	  				 				  				
Class T-1 common stock, par value $0.001 per share, none authorized, issued or outstanding, actual;              authorized and              issued and outstanding, pro forma and pro forma as adjusted	  				 				  				
Class T-2 common stock, par value $0.001 per share, none authorized, issued or outstanding, actual;              authorized and              issued and outstanding, pro forma and pro forma as adjusted	  				 				  				
Class T-3 common stock, par value $0.001 per share, none authorized, issued or outstanding, actual; one share authorized, issued and outstanding, pro forma and pro forma as adjusted	  				 				  				
Preferred Shares, par value $0.001 per share, 500,000 authorized and none issued and outstanding, actual, pro forma and pro forma as adjusted	  				 				  				
Additional paid-in-capital	  	 	5,466.1	  	 				  				
Accumulated deficit	  	 	(6,068.3	) 	 				  				
Accumulated other comprehensive loss	  	 	(13.5	) 	 				  				
	  	 	 	 	 	 	 	 	  	 	 	 	
Total Univision Holdings, Inc. stockholders’ deficit	  	 	(615.7	) 	 				  				
	  	 	 	 	 	 	 	 	  	 	 	 	
Non-controlling interest	  	 	1.1	  	 				  				
	  	 	 	 	 	 	 	 	  	 	 	 	
Total stockholders’ deficit	  	 	(614.6	) 	 				  				
	  	 	 	 	 	 	 	 	  	 	 	 	
Total capitalization	  	$	8,803.9	  	 	$	            	  	  	$	          	  	

(1)	Assuming the number of shares sold by us in this offering remains the same as set forth on the cover page, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our total capitalization by approximately $         million.	
(2)	Balances do not include outstanding letters of credit and undrawn capacity.	
 
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 DILUTION
If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the net tangible book value per share of our Class A common stock upon the consummation of this offering. Dilution results from the fact that the per share offering price of our Class A common stock is substantially in excess of the book value per share attributable to our existing investors.
Our net tangible book value as of September 30, 2015 would have been approximately $        , or $         per share, of our Class A common stock. Net tangible book value represents the amount of total tangible assets less total liabilities and net tangible book value per share represents net tangible book value divided by the number of shares of Class A common stock outstanding.
After giving effect to (i) the sale of              shares of Class A common stock in this offering at the assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover of this prospectus) and (ii) the application of the net proceeds from this offering, our pro forma net tangible book value would have been $        , or $         per share. This represents an immediate increase in pro forma net tangible book value of $         per share to our existing investors and an immediate dilution in pro forma net tangible book value of $         per share to new investors.
The following table illustrates this dilution on a per share of Class A common stock basis:

Assumed initial public offering price per share	  				  	$	            	  	
Net tangible book value per share as of September 30, 2015	  	$	            	  	  				
Increase in net tangible book value per share attributable to new investors	  				  				
	  	 	 	 	  				
Pro forma net tangible book value per share after this offering	  				  				
	  				  	 	 	 	
Dilution in pro forma net tangible book value per share to new investors	  				  	$	 	  	
	  				  	 	 	 	
The following table summarizes, as of September 30, 2015 after giving effect to this offering, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share paid by our existing investors and by new investors purchasing shares in this offering.

  	  	Shares Purchased	 	 	Total Consideration	 	 	Average
Price
Per Share	 	
 	  	Number	  	Percent	 	 	Amount	 	  	Percent	 	 			
Existing stockholders	  		  	 	    	% 	 	$	            	  	  	 	    	% 	 	$	            	  	
New investors	  		  				 				  				 	$	 	  	
	  	 	  	 	 	 	 	 	 	 	  	 	 	 	 				
Total	  		  	 	100	% 	 	$	 	  	  	 	100	% 	 	$	 	  	
	  	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
If the underwriters were to fully exercise their option to purchase              additional shares of our Class A common stock, the percentage of shares of our Class A common stock held by existing stockholders would be     %, and the percentage of shares of our Class A common stock held by new investors would be     %.
The above discussion and tables are based on the number of shares outstanding at September 30, 2015. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.
 
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 SELECTED HISTORICAL FINANCIAL DATA
The following table sets forth our selected historical financial and other data for the periods and as of the dates indicated. The consolidated statement of operations data for each of the fiscal years ended December 31, 2014, 2013 and 2012, respectively, and our consolidated balance sheet data as of December 31, 2014 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statement of operations data for each of the fiscal years ended December 31, 2011 and 2010 and the consolidated balance sheet data as of December 31, 2012, 2011 and 2010 are derived from our audited consolidated financial statements which are not included elsewhere in this prospectus. The selected historical financial data as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. In our opinion, such financial statements include all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements.
Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes thereto included elsewhere in this prospectus.

 	 	Nine Months
Ended September 30,	 	 	Year Ended December 31,	 	
(in thousands except earnings per share data)	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	 	2011	 	 	2010	 	
 	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Statement of Operations and Comprehensive (Loss) Income Data	 				 				 				 				 				 				 				
Revenue	 	$	2,122,500	  	 	$	2,183,700	  	 	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	 	$	2,273,500	  	 	$	2,245,200	  	
Direct operating expenses	 	 	652,500	  	 	 	773,100	  	 	 	1,013,100	  	 	 	872,200	  	 	 	797,900	  	 	 	802,000	  	 	 	791,400	  	
Selling, general and administrative expenses	 	 	532,600	  	 	 	542,700	  	 	 	718,800	  	 	 	712,600	  	 	 	750,400	  	 	 	621,900	  	 	 	606,900	  	
Impairment loss	 	 	86,200	  	 	 	12,300	  	 	 	340,500	  	 	 	439,400	  	 	 	90,400	  	 	 	14,200	  	 	 	15,800	  	
Restructuring, severance and related charges	 	 	22,500	  	 	 	13,400	  	 	 	41,200	  	 	 	29,400	  	 	 	44,200	  	 	 	37,100	  	 	 	13,100	  	
Televisa settlement and related charges	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,300	  	 	 	452,000	  	
Depreciation and amortization	 	 	128,000	  	 	 	120,000	  	 	 	163,800	  	 	 	145,900	  	 	 	130,300	  	 	 	124,900	  	 	 	117,800	  	
Termination of management and technical assistance agreements	 	 	180,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	520,700	  	 	 	722,200	  	 	 	634,000	  	 	 	427,900	  	 	 	628,800	  	 	 	672,100	  	 	 	248,200	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other expense (income):	 				 				 				 				 				 				 				
Interest expense	 	 	414,900	  	 	 	440,500	  	 	 	587,200	  	 	 	618,200	  	 	 	573,200	  	 	 	531,300	  	 	 	585,500	  	
Interest income	 	 	(7,300	) 	 	 	(4,300	) 	 	 	(6,000	) 	 	 	(3,500	) 	 	 	(200	) 	 	 	(2,500	) 	 	 	(10,500	) 	
Interest rate swap expense (income)	 	 	200	  	 	 	(100	) 	 	 	(500	) 	 	 	(3,800	) 	 	 	—	  	 	 	—	  	 	 	(20,600	) 	
Amortization of deferred financing costs	 	 	11,700	  	 	 	11,600	  	 	 	15,500	  	 	 	14,100	  	 	 	8,300	  	 	 	6,300	  	 	 	33,900	  	
Gain on investments	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(6,700	) 	
Loss on extinguishment of debt and inducement	 	 	266,900	  	 	 	17,200	  	 	 	17,200	  	 	 	10,000	  	 	 	2,600	  	 	 	178,500	  	 	 	195,100	  	
Loss on equity method investments	 	 	39,900	  	 	 	82,200	  	 	 	85,200	  	 	 	36,200	  	 	 	900	  	 	 	—	  	 	 	—	  	
Other	 	 	1,200	  	 	 	500	  	 	 	600	  	 	 	3,100	  	 	 	(500	) 	 	 	(4,300	) 	 	 	(2,600	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	 	(206,800	) 	 	 	174,600	  	 	 	(65,200	) 	 	 	(246,400	) 	 	 	44,500	  	 	 	(37,200	) 	 	 	(525,900	) 	
(Benefit) provision for income taxes	 	 	(190,200	) 	 	 	35,400	  	 	 	(66,100	) 	 	 	(462,400	) 	 	 	58,900	  	 	 	35,200	  	 	 	30,100	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income from continuing operations	 	 	(16,600	) 	 	 	139,200	  	 	 	900	  	 	 	216,000	  	 	 	(14,400	) 	 	 	(72,400	) 	 	 	(556,000	) 	
Loss from discontinued operation, net of income taxes	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(400	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	 	(16,600	) 	 	 	139,200	  	 	$	900	  	 	$	216,000	  	 	$	(14,400	) 	 	$	(72,400	) 	 	$	(556,400	) 	
Net loss attributable to non-controlling interest	 	 	(700	) 	 	 	(700	) 	 	 	(1,000	) 	 	 	(200	) 	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc.	 	$	(15,900	) 	 	$	139,900	  	 	$	1,900	  	 	$	216,200	  	 	$	(14,400	) 	 	$	(72,400	) 	 	$	(556,400	) 	

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 	 	Nine Months
Ended September 30,	 	 	Year Ended December 31,	 	
(in thousands except earnings per share data)	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	 	2011	 	 	2010	 	
 	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss), net of tax:	 				 				 				 				 				 				 				
Unrealized (loss) gain on hedging activities	 	 	(20,200	) 	 	 	(23,400	) 	 	 	(37,400	) 	 	 	43,800	  	 	 	(15,000	) 	 	 	(45,100	) 	 	 	(47,000	) 	
Amortization of unrealized loss on hedging activities	 	 	8,800	  	 	 	8,900	  	 	 	11,800	  	 	 	19,600	  	 	 	—	  	 	 	—	  	 	 	33,000	  	
Unrealized gain on available for sale securities	 	 	34,300	  	 	 	40,100	  	 	 	24,300	  	 	 	12,200	  	 	 	—	  	 	 	—	  	 	 	—	  	
Currency translation adjustment	 	 	(1,100	) 	 	 	(200	) 	 	 	(700	) 	 	 	200	  	 	 	(100	) 	 	 	(1,500	) 	 	 	(100	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	21,800	  	 	 	25,400	  	 	 	(2,000	) 	 	 	75,800	  	 	 	(15,100	) 	 	 	(46,600	) 	 	 	(14,100	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	 	5,200	  	 	 	164,600	  	 	$	(1,100	) 	 	$	291,800	  	 	$	(29,500	) 	 	$	(119,000	) 	 	$	(570,500	) 	
Comprehensive loss attributable to the non-controlling interest	 	 	(700	) 	 	 	(700	) 	 	 	(1,000	) 	 	 	(200	) 	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive income (loss) attributable to Univision Holdings, Inc.	 	$	5,900	  	 	$	165,300	  	 	$	(100	) 	 	$	292,000	  	 	$	(29,500	) 	 	$	(119,000	) 	 	$	(570,500	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income per share attributable to Univision Holdings, Inc.:	 				 				 				 				 				 				 				
Basic	 	$	(1.46	) 	 	$	12.97	  	 	$	0.18	  	 	$	20.49	  	 	$	(1.36	) 	 	$	(6.87	) 	 	$	(55.40	) 	
Diluted	 	$	(1.46	) 	 	$	9.34	  	 	$	0.17	  	 	$	14.60	  	 	$	(1.36	) 	 	$	(6.87	) 	 	$	(55.40	) 	
Basic weighted average shares outstanding	 	 	10,907	  	 	 	10,790	  	 	 	10,791	  	 	 	10,549	  	 	 	10,552	  	 	 	10,546	  	 	 	10,044	  	
Diluted weighted average shares outstanding	 	 	10,907	  	 	 	15,772	  	 	 	10,910	  	 	 	15,442	  	 	 	10,552	  	 	 	10,546	  	 	 	10,044	  	

 	  	Nine Months
Ended September 30,	 	 	Year Ended December 31,	 	
(in thousands)	  	2015	 	 	2014	 	 	2013	 	 	2012	 	 	2011	 	 	2010	 	
 	  	(unaudited)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet Data (at period end):	  				 				 				 				 				 				
Current assets	  	$	1,104,500	  	 	$	976,700	  	 	$	972,200	  	 	$	695,500	  	 	$	655,700	  	 	$	1,893,700	  	
Total assets	  	 	10,334,700	  	 	 	10,386,300	  	 	 	10,584,700	  	 	 	10,346,700	  	 	 	10,311,400	  	 	 	11,569,500	  	
Current liabilities	  	 	604,300	  	 	 	579,900	  	 	 	651,600	  	 	 	687,700	  	 	 	679,000	  	 	 	1,846,500	  	
Total liabilities	  	 	10,949,300	  	 	 	12,174,000	  	 	 	12,504,500	  	 	 	12,567,600	  	 	 	12,528,100	  	 	 	13,687,100	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt, including capital leases	  	 	9,276,800	  	 	 	10,320,500	  	 	 	10,491,100	  	 	 	10,083,000	  	 	 	10,065,800	  	 	 	9,992,900	  	
Total Univision Holdings Inc.’s stockholders’ deficit	  	 	(615,700	) 	 	 	(1,788,000	) 	 	 	(1,921,100	) 	 	 	(2,220,900	) 	 	 	(2,216,700	) 	 	 	(2,117,600	) 	
Stockholders’ deficit:	  	 	(614,600	) 	 	 	(1,787,700	) 	 	 	(1,919,800	) 	 	 	(2,220,900	) 	 	 	(2,216,700	) 	 	 	(2,117,600	) 	
 
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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Financial Data” and our consolidated financial statements and the accompanying notes and the other financial information and operating data included elsewhere in this prospectus. Some of the information in this discussion and analysis, including the information about our industry and our plans and strategy for our business, our liquidity and capital resources and the other non-historical statements, include forward-looking statements. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Forward-Looking Statements.” Our actual results may vary materially from those contained in or implied by such forward-looking statements. Historical results of operations are not necessarily indicative of the results to be expected for any future period. Results for any interim period may not necessarily be indicative of the results that may be expected for a full year.
Overview
Univision is the leading media company serving Hispanic America. We have an over 50 year multi-generational relationship with our audience and are the most recognized and trusted brand in Hispanic America. We earned the highest brand equity score among U.S. media brands in a brand equity research study conducted by Burke in 2015. Our commitment to high-quality, culturally-relevant programming combined with our multi-platform media properties has enabled us to become the #1 destination for entertainment, sports events, and news among U.S. Hispanics. We reach over 49 million unduplicated media consumers monthly making us increasingly valuable to both our distribution and marketing partners as the gateway to Hispanic America. We have a strategic relationship with Televisa, the largest media company in the Spanish-speaking world and a top programming producer for exclusive, long-term access to its premium entertainment and sports content in the U.S. We believe we are well-positioned for growth and have the opportunity to continue to expand our audience and to monetize our attractive audience demographics, leading content across multiple platforms and spectrum assets.
 
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The following chart sets forth certain historical and projected U.S. Hispanic demographic and Univision statistics:

 
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Our History
We have established a unique relationship with our audience that leverages our brand and reach across our leading media platforms. Over our history, we have developed and maintained leading U.S. Spanish-language television networks, including the Univision Network , UniMás , Galavisión and Univision Deportes,  the leading U.S. Spanish-language radio group (Univision Radio) and the most visited U.S. Spanish-language website ( Univision.com ). The following chart shows some of the key milestones we have achieved as we expanded our media platforms and extended the reach of our brand to become the leading media company serving Hispanic America.

Our Segments
We operate our business through two segments: Media Networks and Radio.
 
 	•	 	Media Networks: Our principal segment is Media Networks, which includes our broadcast and cable networks, local television stations, and digital and mobile properties. We operate two broadcast television networks. Univision Network is the most-watched broadcast television network among U.S. Hispanics, available in approximately 93% of U.S. Hispanic television households. UniMás is among the leading Spanish-language broadcast television networks. In addition, we operate nine cable networks, including the two most-watched U.S. Spanish-language cable networks, Univision Deportes	
 
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 	and Galavisión . We own and operate 59 local television stations, including stations located in the largest markets in the U.S., which represent the largest number of owned and operated local television stations among the major U.S. broadcast networks. In addition, we provide programming to 74 broadcast network station affiliates. Our digital properties include an array of websites and apps, which generate, on average, 571 million page views per month. Univision.com is our flagship digital property and is the #1 most visited Spanish-language website among U.S. Hispanics. UVideos is our bilingual digital video network providing on-demand delivery of our programming across multiple devices. Our Media Networks segment accounted for approximately 90% of our revenues in 2014.	
 
 	•	 	Radio: We have the largest Spanish-language radio group in the U.S. and our stations are frequently ranked #1 or #2 among Spanish-language stations in many major markets. We own and operate 67 radio stations including stations in 16 of the top 25 DMAs. Our radio stations reach over 15 million listeners per week and cover approximately 75% of the U.S. Hispanic population. Our Radio segment also includes Uforia , a comprehensive digital music platform, which includes 54 live radio stations and a library of more than 20 million songs. Our Radio segment accounted for approximately 10% of our revenues in 2014.	
Additionally, we incur and manage shared corporate expenses related to human resources, finance, legal and executive and certain assets separately from our two segments.
The following table provides revenue and Adjusted OIBDA for each of our segments for the periods presented.

(in thousands)	  	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
 	  	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
 	  	(unaudited)	 	 	 	 	 	 	 	 	 	 	
Revenue	  				 				 				 				 				
Media Networks	  	$	1,912,100	  	 	$	1,956,200	  	 	$	2,601,800	  	 	$	2,292,400	  	 	$	2,103,500	  	
Radio	  	 	210,400	  	 	 	227,500	  	 	 	309,600	  	 	 	335,000	  	 	 	338,500	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	2,122,500	  	 	$	2,183,700	  	 	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted OIBDA	  				 				 				 				 				
Media Networks	  	$	982,700	  	 	$	905,600	  	 	$	1,225,500	  	 	$	1,063,000	  	 	$	944,400	  	
Radio	  	 	65,000	  	 	 	62,600	  	 	 	90,300	  	 	 	107,900	  	 	 	97,000	  	
Corporate	  	 	(71,100	) 	 	 	(70,700	) 	 	 	(92,000	) 	 	 	(92,000	) 	 	 	(95,500	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	976,600	  	 	$	897,500	  	 	$	1,223,800	  	 	$	1,078,900	  	 	$	945,900	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
How We Assess Performance of Our Business
In assessing our performance, we use a variety of financial and operational measures, including revenue, Adjusted OIBDA, Bank Credit Adjusted OIBDA, Adjusted Free Cash Flow and net income.
Revenue
Ratings
Our advertising and subscription revenues are impacted by the strength of our television and radio ratings. The ratings of our programs, which are an indication of market acceptance, directly affect our ability to generate advertising revenues during the airing of the program. In addition, programming with greater market acceptance is more likely to generate incremental revenues through increases in the subscription fees that we are able to negotiate with MVPDs.
 
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Advertising
We generate advertising revenue from the sale of advertising on our broadcast and cable networks, our local television and radio stations and our digital properties and we have increasingly generated revenues by selling advertising across platforms.
For our broadcast and cable networks, we sell advertising time in the upfront and scatter markets. In the upfront market, advertisers buy advertising time for the upcoming season in advance, often at discounted rates. A portion of many upfront advertising commitments includes options whereby advertisers may reduce their purchase commitments. In the scatter market, advertisers buy advertising time close to the time when the commercials will be run and often pay a premium. The mix between the upfront and scatter markets is based upon a number of factors, such as pricing, demand for advertising time, type of programming and economic conditions. In some cases, our network advertising sales are subject to ratings guarantees that require us to provide additional advertising time if the guaranteed audience levels are not achieved.
For our local television and radio stations, we sell national spot advertising and local advertising. National spot advertising represents time sold to advertisers that advertise in more than one DMA. Local advertising revenues are generated from both local merchants and service providers and regional and national businesses and advertising agencies located in a particular DMA. We often sell our local advertising as a package across our platforms, including our local television, radio and related digital properties. We act as the exclusive national sales representative for the sale of all national advertising on our broadcast network affiliate stations and we generally receive commission income equal to 9.4% of our affiliate stations’ total net advertising sales for representing them on national sales.
We also generate Media Networks and Radio segment revenue from the sale of display, mobile and video advertising, as well as sponsorships, on our websites and mobile applications. This advertising is sold on a stand-alone basis and as part of advertising packages on multiple platforms.
Growth in advertising sales comes from increased viewership and pricing, expanded available inventory and the launch of new platforms. In addition, advertising revenues may grow as brand, volume and pricing gaps between advertising targeting U.S. Hispanics and advertising targeting the overall U.S. population narrow. Advertising revenue is subject to seasonality, market-based variations, general economic conditions, political cycles and advocacy campaigns. In addition, major soccer tournaments, including the World Cup and the Gold Cup, generate incremental revenue in the periods in which the programming airs from advertisers who purchase both major soccer and other advertising, and result in such advertisers shifting the timing for their purchase of other advertising from periods in which the major soccer programming does not air.
Subscription
Subscription revenue includes fees charged for the right to view our broadcast and cable networks as well as our content made available to customers through a variety of distribution platforms and viewing devices. Subscription revenue is principally comprised of fees received from MVPDs for carriage of our cable networks as well as for authorizing carriage (“retransmission consent”) of our Univision and UniMás broadcast networks aired on our owned television stations. We also receive retransmission consent fees related to television stations affiliated with our Univision and UniMás broadcast networks that we do not own (referred to as “our affiliates”). We have agreements with substantially all of our affiliates whereby we negotiate the terms of retransmission consent agreements for their Univision and UniMás stations. As part of these arrangements, we share the retransmission consent fees that we receive with our affiliates. These retransmission consent arrangements are renewed periodically and we have a significant number of related contract negotiations scheduled for the next few years, commencing in 2016. As we negotiate new contracts, we anticipate that our retransmission fees will increase and make up a larger percentage of our revenues. We also receive subscription revenue related to fees for our digital content provided on an authenticated basis.
 
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Typically, our television networks are aired pursuant to multi-year carriage agreements that provide for the level of carriage that our networks will receive, and if applicable, for annual rate increases. Carriage of our networks is generally determined by package, such as whether our networks are included in the more widely distributed, general entertainment packages or lesser-distributed, specialized packages, such as U.S. Hispanic or Spanish-language targeted packages, sports packages, and movies or music packages. Subscription revenues are largely dependent on the rates negotiated in the agreements, the number of subscribers that receive our networks or content, and the market demand for the content that we provide.
Other Revenue
We generate other revenue from contractual commitments (including non-cash advertising and promotional revenue primarily related to Televisa). In addition we license television content initially aired on our networks for digital streaming and to other cable and satellite providers. From time to time, we enter into transactions involving our spectrum, and in the third quarter of 2015, we entered into an agreement with a major mobile telecommunications company consenting to the concurrent use of adjacent spectrum in one of our existing markets in exchange for minimum aggregate payments of $26.0 million.
Adjusted OIBDA
Adjusted OIBDA represents operating income before depreciation, amortization and certain additional adjustments to operating income. In calculating Adjusted OIBDA our operating income is adjusted for share-based compensation and other non-cash charges, restructuring and severance charges, management and technical assistance agreement fees as well as other non-operating related items. Management uses Adjusted OIBDA or comparable metrics to evaluate our operating performance, for planning and forecasting future business operations and as a tool to assist our investors in determining valuation and our potential for growth. We believe that Adjusted OIBDA is used in the broadcast industry by analysts, investors and lenders and serves as a valuable performance assessment metric for investors. For important information about Adjusted OIBDA and a reconciliation of Adjusted OIBDA to net (loss) income attributable to Univision Holdings, Inc., see “Summary—Summary Historical Financial and Other Data.”
Bank Credit Adjusted OIBDA
Bank Credit Adjusted OIBDA represents Adjusted OIBDA with certain additional adjustments permitted under our senior secured credit facilities including specified business optimization expenses, income from unrestricted subsidiaries as defined in our senior secured credit facilities and certain other expenses. See Notes 9 and 18 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus for more information regarding how Bank Credit Adjusted OIBDA is calculated and how the calculation differs from the definition of “EBITDA” in our senior secured credit facilities. Management uses Bank Credit Adjusted OIBDA to evaluate our operating performance, for planning and forecasting future business operations, as a tool to assist our investors in determining valuation and our potential for growth and to assess our ability to satisfy certain financial covenants contained in our senior secured credit facilities and the indentures governing our senior notes. For important information about Bank Credit Adjusted OIBDA and a reconciliation of Bank Credit Adjusted OIBDA to net (loss) income attributable to Univision Holdings, Inc., see “Summary—Summary Historical Financial and Other Data.”
Adjusted Free Cash Flow
Adjusted Free Cash Flow represents Adjusted OIBDA less specified cash and non-cash items deducted in calculating Adjusted OIBDA and less capital expenditures plus the net change in working capital. Management uses Adjusted Free Cash Flow to evaluate our operating performance, for planning and forecasting future business operations and as a tool to assist our investors in determining valuation and our potential for growth. We believe that Adjusted Free Cash Flow is used in the media industry by analysts, investors and lenders and serves as a valuable performance assessment metric for investors. For important information about Adjusted Free Cash
 
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Flow and a reconciliation of Adjusted Free Cash Flow to net (loss) income attributable to Univision Holdings, Inc., See “Summary—Summary Historical Financial and Other Data.”
Other Factors Affecting Our Results of Operations
Direct Operating Expenses
Direct operating expenses consist primarily of programming costs, including license fees, and technical costs. Programming costs also include sports and other special events, news and other original programming. Under the program license agreement with Televisa effective as of February 28, 2011 (the “2011 Televisa PLA”) until the Televisa PLA was amended in July 2015, we paid Televisa royalties, based on 11.91% of substantially all of our Spanish-language media networks revenues through December 2017. Additionally, Televisa received an incremental 2% in royalty payments on any of such media networks revenues above the 2009 revenue base of $1.65 billion. Under the amended terms of the Televisa PLA, effective January 1, 2015, we pay Televisa royalties, based on 11.84% of substantially all of our Spanish-language media networks revenues through December 2017. Additionally, Televisa receives an incremental 2% in royalty payments on any such media networks revenues above a contractual revenue base of $1.66 billion. After December 2017, the royalty payments to Televisa will increase to 16.13%, and commencing later in 2018, the rate will further increase to 16.45% until the expiration of the Televisa PLA. Additionally Televisa will receive an incremental 2% in royalty payments (with the revenue base decreasing to $1.63 billion with the second rate increase). In December 2014, we entered into a binding term sheet to, among other things, amend the Venevision PLA, which released us from future payment obligations to Venevision and certain other claims. In addition, we agreed to pay approximately $24.0 million per year through December 2017 and Venevision is no longer required to produce a certain number of program hours for us. See Notes 5 and 20 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 7 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include salaries and benefits for our sales, marketing, management and administrative personnel, selling, research, promotions, management fees, professional fees and other general and administrative expenses.
Upon consummation of this offering, we will no longer be incurring any management fees. Under the management agreement among us, our indirect, wholly-owned subsidiary Univision Communications Inc. (“UCI”) and affiliates of the Investors (the “Sponsor Management Agreement”), we incurred a management fee of $12.6 million for the nine months ended September 30, 2015 and $16.3 million, $14.6 million and $13.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. The out-of-pocket expenses were $0.9 million for the nine months ended September 30, 2015 and $1.0 million, $0.8 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. Under the technical assistance agreement with Televisa, we incurred fees of $7.4 million for the nine months ended September 30, 2015 and $8.8 million, $7.8 million and $7.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. We do not anticipate incurring additional selling, general and administrative expenses, including increased employee-related costs, associated with replacing the services provided under such agreements other than to the extent such costs are included in additional public company expenses referenced below.
We expect to incur additional legal, accounting and other expenses in connection with being a public company following the consummation of this offering even though we are in compliance with the internal controls requirements of Section 404 of the Sarbanes-Oxley Act at the time of this offering. In addition, if we need to replace services provided under the Sponsor Management Agreement or technical assistance agreement in future periods, we may incur additional expenses in such periods. See “Risk Factors—We will incur increased costs and obligations as a result of being a public company” and “Certain Relationships and Related Person Transactions—Stockholder Arrangements—Sponsor Management Agreement.”
 
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Impairment Loss
We test the value of our intangible assets for impairment annually, or more frequently if circumstances indicate that a possible impairment exists. Our intangible assets include goodwill, television and radio broadcast licenses and programming rights under various agreements, including agreements governing our World Cup rights. We record any non-cash write-down of the value of our intangible assets as an impairment loss. See Notes 1, 4, 5 and 18 to our audited consolidated financial statements for the year ended December 31, 2014 and Notes 4 and 15 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus for information related to our impairment losses.
Restructuring, Severance and Related Charges
We incur restructuring, severance and related charges, principally in connection with restructuring activities that we have undertaken from time to time as part of broader-based cost-saving initiatives as well as initiatives to improve performance, collaboration and operational efficiencies across our local media platforms. These charges include employee termination benefits and severance charges, as well as expenses related to consolidating offices and other contract terminations. See Note 3 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 3 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus for information related to our restructuring and severance activities.
Interest Rate Swaps
We utilize interest rate swaps as a means to add stability to interest expense and manage our exposure to interest rate movements. For interest rate swap contracts accounted for as cash flow hedges, the effective portion of the change in fair value is recorded in accumulated other comprehensive loss (“AOCL”), net of tax, and is reclassified to earnings as an adjustment to interest expense and the ineffective portion of the change in fair value, if any, is recorded directly to earnings through interest rate swap (income) expense. For interest rate swap contracts not designated as hedging instruments, the interest rate swaps are marked to market with the change in fair value recorded directly in earnings through interest rate swap (income) expense. See “—Debt and Financing Transactions—Interest Rate Swaps.”
Refinancing Transactions
We have concluded a number of debt refinancing transactions over the last few years. In connection with our debt refinancing transactions, to the extent that the transaction qualifies as a debt extinguishment, we write-off any unamortized deferred financing costs or unamortized discounts or premiums related to the extinguished debt instruments. These charges are included in the loss on extinguishment of debt in the periods in which the debt refinancing transactions occur. Costs related to the new debt instruments are capitalized as deferred financing costs and amortized over the term of the new debt. See Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 8 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus. In addition, in connection with the conversion of our convertible debentures held by Televisa for warrants, and the one-time payment made to induce the conversion on July 15, 2015, we recorded a $135.1 million expense in the third quarter of 2015.
Share-based Compensation Expense
We recognize non-cash share-based compensation expense related to equity-based awards to employees and equity awards related to a non-employee consulting arrangement with an entity controlled by the Chairman of our board of directors. In compensation for the consulting services, equity units in various limited liability companies that hold a portion of our common stock on behalf of the Investors and Televisa were granted to that
 
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entity, entitling the entity to payments upon defined liquidation events based on the appreciation in the Investors’ and Televisa’s investments in us. Since the related consulting services were being provided to us, we record an expense upon the vesting of the equity units. A portion of these units vested in 2012 and we recorded non-cash share-based compensation expense of $18.5 million in 2012. Certain other units will only vest at the time of the defined liquidation event and we will record an additional non-cash share-based compensation expense at that time. See Note 15 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 13 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus for information related to our share-based compensation. Following the consummation of this offering, we expect to issue equity incentive awards at a higher rate than we have historically, which would result in an increase of non-cash share-based compensation expense. See “Executive and Director Compensation—Elements of Compensation—Long-Term Equity Incentive Awards.”
Benefit (Provision) for Income Tax
Our annual effective tax rate differs from the statutory rate due to a number of factors, including permanent tax differences, changes in our valuation allowance based in part on the realization of capital loss carryforwards and net operating loss carryforwards. As of December 31, 2014, we had approximately $1.6 billion in net operating loss carryforwards. We anticipate our effective tax rate to be (92%) in 2015. Beginning in 2016 we anticipate our effective tax rate to be in the range of 36-38%. See Note 1 to our audited consolidated financial statements for the year ended December 31, 2014.
Results of Operations
Overview
The following table sets forth our consolidated statement of operations for the periods presented:

 	 	Nine Months Ended
September 30,	 	 	Year Ended December 31,	 	
 	 	2015	 	 	2014	 	 	2014	 	 	2013	 	 	2012	 	
(in thousands)	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	2,122,500	  	 	$	2,183,700	  	 	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	
Direct operating expenses:	 				 				 				 				 				
Programming excluding variable program license fee	 	 	380,000	  	 	 	418,400	  	 	 	540,500	  	 	 	438,200	  	 	 	388,400	  	
Variable program license fee	 	 	208,500	  	 	 	285,000	  	 	 	380,400	  	 	 	338,100	  	 	 	311,100	  	
Other	 	 	64,000	  	 	 	69,700	  	 	 	92,200	  	 	 	95,900	  	 	 	98,400	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	652,500	  	 	 	773,100	  	 	 	1,013,100	  	 	 	872,200	  	 	 	797,900	  	

Selling, general and administrative expenses	 	 	532,600	  	 	 	542,700	  	 	 	718,800	  	 	 	712,600	  	 	 	750,400	  	
Impairment loss	 	 	86,200	  	 	 	12,300	  	 	 	340,500	  	 	 	439,400	  	 	 	90,400	  	
Restructuring, severance and related charges	 	 	22,500	  	 	 	13,400	  	 	 	41,200	  	 	 	29,400	  	 	 	44,200	  	
Depreciation and amortization	 	 	128,000	  	 	 	120,000	  	 	 	163,800	  	 	 	145,900	  	 	 	130,300	  	
Termination of management and technical assistance agreements	 	 	180,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	520,700	  	 	 	722,200	  	 	 	634,000	  	 	 	427,900	  	 	 	628,800	  	
Other expense (income):	 				 				 				 				 				
Interest expense	 	 	414,900	  	 	 	440,500	  	 	 	587,200	  	 	 	618,200	  	 	 	573,200	  	
Interest income	 	 	(7,300	) 	 	 	(4,300	) 	 	 	(6,000	) 	 	 	(3,500	) 	 	 	(200	) 	
Interest rate swap expense (income)	 	 	200	  	 	 	(100	) 	 	 	(500	) 	 	 	(3,800	) 	 	 	—	  	
Amortization of deferred financing costs	 	 	11,700	  	 	 	11,600	  	 	 	15,500	  	 	 	14,100	  	 	 	8,300	  	
Loss on extinguishment of debt and inducement	 	 	266,900	  	 	 	17,200	  	 	 	17,200	  	 	 	10,000	  	 	 	2,600	  	
Loss on equity method investments	 	 	39,900	  	 	 	82,200	  	 	 	85,200	  	 	 	36,200	  	 	 	900	  	
Other	 	 	1,200	  	 	 	500	  	 	 	600	  	 	 	3,100	  	 	 	(500	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	 	 	(206,800	) 	 	 	174,600	  	 	 	(65,200	) 	 	 	(246,400	) 	 	 	44,500	  	
(Benefit) provision for income taxes	 	 	(190,200	) 	 	 	35,400	  	 	 	(66,100	) 	 	 	(462,400	) 	 	 	58,900	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income	 	 	(16,600	) 	 	 	139,200	  	 	 	900	  	 	 	216,000	  	 	 	(14,400	) 	
Net loss attributable to non-controlling interest	 	 	(700	) 	 	 	(700	) 	 	 	(1,000	) 	 	 	(200	) 	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc.	 	$	(15,900	) 	 	$	139,900	  	 	$	1,900	  	 	$	216,200	  	 	$	(14,400	) 	

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Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
In comparing our results of operations for the nine months ended September 30, 2015 (“2015”) with the nine months ended September 30, 2014 (“2014”), in addition to the factors referenced above affecting our results, the following should be noted:
 
 	•	 	In 2014, we had revenues and expenses that did not exist in 2015 associated with the airing of the 2014 Fédération Internationale de Football Association (“FIFA”) World Cup soccer tournament. In 2014, we had consolidated estimated incremental World Cup net advertising revenue of $174.3 million, and consolidated estimated World Cup operating expenses of $152.3 million. In 2014, the estimated incremental impact of the 2014 World Cup tournament was an increase of $21.9 million in operating income, Adjusted OIBDA and Bank Credit Adjusted OIBDA.	
 
 	•	 	In 2015, we had revenues that did not exist in 2014 associated with the airing of the 2015 Gold Cup soccer tournament. For the nine months ended September 30, 2015, we had consolidated estimated incremental Gold Cup advertising revenue of $22.1 million and consolidated estimated Gold Cup operating expenses of $26.2 million. For the nine months ended September 30, 2015, the estimated incremental impact of the 2015 Gold Cup tournament was a loss of $7.4 million in operating income, Adjusted OIBDA and Bank Credit Adjusted OIBDA.	
 
 	•	 	In 2015, we had content licensing revenue that did not exist in 2014 consisting of $30.3 million recognized in connection with the final satisfaction of a licensing agreement.	
 
 	•	 	In 2015, we had other revenue that did not exist in 2014 associated with an agreement with a major mobile telecommunications company consenting to the concurrent use of adjacent spectrum in one of our existing markets of $26.0 million.	
 
 	•	 	In 2015, we had expenses that did not exist in 2014 associated with the termination effective March 31, 2015 of the Sponsor Management Agreement and the technical assistance agreement with Televisa. Pursuant to such termination agreements, we paid termination fees of $112.4 million and $67.6 million to affiliates of the Investors and Televisa, respectively, on April 14, 2015 (which were accrued as of March 31, 2015). Under the termination agreements we will continue to pay quarterly aggregate service fees to affiliates of the Investors and Televisa at the same aggregate rate as under the Sponsor Management Agreement and the technical assistance agreement with Televisa until no later than December 31, 2015.	
 
 	•	 	In 2015, we recorded $86.2 million in non-cash impairment loss, which is comprised of $54.1 million in the Radio segment, related to the write-downs of broadcast licenses, trade name, and property held for sale, and $32.1 million in the Media Networks segment related to the write-downs of property held for sale, program rights and tangible assets. In 2014, we recorded $12.3 million in non-cash impairment loss in the Media Networks segment related to the write-downs of property held for sale and program rights.	
 
 	•	 	In 2015 and 2014, we recorded $22.5 million and $13.4 million, respectively, in restructuring, severance and related charges. These charges relate to restructuring and severance agreements with employees and executives, as well as costs related to consolidating offices and other contract terminations in 2015 and 2014 (related to restructuring activities across local media platforms initiated in 2014 and other continuing restructuring activities initiated in 2012).	
 
 	•	 	In 2015 and 2014, we recorded a loss on extinguishment of debt and inducement of $266.9 million and $17.2 million, respectively. The loss in 2015 includes the one-time payment of $135.1 million to Televisa to induce the conversion of its $1.125 billion of our debentures. The loss in 2015 and 2014 includes a premium, fees, the write-off of certain unamortized deferred financing costs and the write-off of certain unamortized discount and premium related to instruments that were repaid.	
Revenue. Revenue was $2,122.5 million in 2015 compared to $2,183.7 million in 2014, a decrease of $61.2 million or 2.8%, which reflected a decrease of 2.3% in the Media Networks segment and a decrease of 7.5% in the Radio segment.
 
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Advertising revenue was $1,402.2 million in 2015 compared to $1,599.3 million in 2014, a decrease of $197.1 million or 12.3%. Advertising revenue in 2015 included (i) political/advocacy advertising revenue of $28.1 million and (ii) estimated incremental Gold Cup advertising revenue of $22.1 million. Advertising revenue in 2014 included (i) political/advocacy advertising revenue of $50.8 million and (ii) estimated incremental World Cup advertising revenue of $174.3 million. Non-advertising revenue (which was primarily comprised of subscriber fee revenue, content licensing revenue and other revenue) was $720.3 million in 2015 compared to $584.4 million in 2014, an increase of $135.9 million or 23.3% primarily due to an increase in subscriber fees of $56.9 million primarily due to contractual rate increases and additional distribution of the Univision Deportes network, content licensing revenue of $44.8 million, primarily due to $30.3 million recognized in connection with the final satisfaction of a licensing agreement and an increase in other revenue of $34.2 million primarily due to revenue associated with the concurrent use of adjacent spectrum in one of our existing markets of $26.0 million. Subscriber fee revenue was $530.6 million in 2015 compared to $473.7 million in 2014.
Media Networks segment revenues were $1,912.1 million in 2015 compared to $1,956.2 million in 2014, a decrease of $44.1 million or 2.3%. Advertising revenue was $1,202.7 million in 2015 as compared to $1,386.0 million in 2014, a decrease of $183.3 million or 13.2%. Advertising revenue in 2015 included (i) political/advocacy advertising revenue of $21.3 million and (ii) estimated incremental Gold Cup advertising revenue of $22.1 million. Advertising revenue in 2014 included (i) political/advocacy advertising revenue of $40.2 million and (ii) estimated incremental World Cup advertising revenue of $181.8 million. Advertising revenue for our television platforms was $1,155.5 million in 2015 compared to $1,322.3 million in 2014, a decrease of $166.8 million or 12.6%. Advertising revenue in 2015 for our television platforms included (i) political/advocacy advertising revenue of $20.1 million and (ii) estimated incremental Gold Cup advertising revenue of $20.2 million. Advertising revenue in 2014 for our television platforms included (i) political/advocacy advertising revenue of $38.1 million and (ii) estimated incremental World Cup advertising revenue of $163.4 million. Advertising revenue for the Media Networks digital platform was $47.2 million in 2015 compared to $63.7 million in 2014, a decrease of $16.5 million. Advertising revenue in 2015 for the Media Networks digital platform included (i) political/advocacy revenue of $1.2 million and (ii) estimated incremental Gold Cup advertising revenue $1.8 million. Advertising revenue in 2014 for the Media Networks digital platform included (i) political/advocacy revenue of $2.1 million and (ii) estimated incremental World Cup advertising revenue of $18.4 million. Non-advertising revenue (which was primarily comprised of subscriber fee revenue, content licensing revenue and other revenue) in the Media Networks segment was $709.4 million in 2015 compared to $570.2 million in 2014, an increase of $139.2 million or 24.4% primarily due to an increase in subscriber fee revenue of $56.9 million, content licensing revenue of $44.8 million, primarily due to $30.3 million recognized in connection with the final satisfaction of a licensing agreement and an increase in other revenue of $37.5 million primarily due to revenue associated with the concurrent use of adjacent spectrum in one of our existing markets of $26.0 million.
Radio segment revenues were $210.4 million in 2015 compared to $227.5 million in 2014, a decrease of $17.1 million or 7.5%. Advertising revenue was $199.5 million in 2015 as compared to $213.3 million in 2014, a decrease of $13.8 million or 6.5%, primarily due to advertising market declines. Advertising revenue in 2015 and 2014 included political/advocacy advertising revenue of $6.8 million and $10.6 million, respectively. Advertising revenue in 2014 included the impact of estimated incremental World Cup advertising revenue of $7.5 million shifting from Univision’s radio business to Univision’s television business. Non-advertising revenue in the Radio segment (which was primarily comprised of other revenue) was $10.9 million in 2015 compared to $14.2 million in 2014, a decrease of $3.3 million or 23.2%.
Direct operating expenses – programming excluding variable program license fees. Programming expenses excluding variable program license fees decreased to $380.0 million in 2015 from $418.4 million in 2014, a decrease of $38.4 million or 9.2%. As a percentage of revenue, our programming expenses excluding variable program license fees decreased to 17.9% in 2015 from 19.2% in 2014. Media Networks segment programming expenses excluding variable program license fees were $341.3 million in 2015 compared to $378.4 million in 2014, a decrease of $37.1 million or 9.8%, primarily due to a decrease of $116.6 million related to 2014 World
 
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Cup programming costs that did not reoccur in 2015 and other programming cost decreases of $0.7 million, partially offset by an increase in entertainment programming costs of $34.4 million, $26.2 million related to 2015 Gold Cup programming costs that did not occur in 2014 and an increase in sports programming costs of $19.6 million. Radio segment programming expenses were $38.7 million in 2015 and $40.0 million in 2014, a decrease of $1.3 million or 3.2%, primarily due to decreased programming employee related costs.
Direct operating expenses – variable program license fees.  The variable program license fees recorded on our Media Networks segment decreased to $208.5 million in 2015 from $285.0 million in 2014, a decrease of $76.5 million or 26.8% primarily as a result of the amendment to the Venevision PLA and lower revenue. On a consolidated basis, as a percentage of revenue, variable program license fees decreased to 9.8% in 2015 from 13.1% in 2014.
Direct operating expenses – other.  Other direct operating expenses decreased to $64.0 million in 2015 from $69.7 million in 2014, a decrease of $5.7 million or 8.2%. As a percentage of revenue, our other direct operating expenses decreased to 3.0% in 2015 from 3.2% in 2014. Media Networks segment other direct operating expenses were $52.9 million in 2015 compared to $57.2 million in 2014, a decrease of $4.3 million or 7.5%, primarily due to lower technical related costs. Radio segment other direct operating expenses were $11.1 million in 2015 and $12.5 million in 2014, a decrease of $1.4 million primarily due to lower technical related costs.
Selling, general and administrative expenses.  Selling, general and administrative expenses decreased to $532.6 million in 2015 from $542.7 million in 2014, a decrease of $10.1 million or 1.9%. Media Networks segment selling, general and administrative expenses were $333.0 million in 2015 compared to $334.9 million in 2014, a decrease of $1.9 million or 0.6%. Radio segment had selling, general and administrative expenses of $94.9 million in 2015 compared to $112.9 million in 2014, a decrease of $18.0 million or 15.9% primarily due to employee related sales costs. Corporate selling, general and administrative expenses were $104.7 million in 2015 compared to $94.9 million in 2014, an increase of $9.8 million or 10.3%. On a consolidated basis, as a percentage of revenue, our selling, general and administrative expenses was 25.1% in 2015 and 24.9% in 2014.
Impairment loss.  In 2015, we recorded non-cash impairment losses of $86.2 million which includes $54.1 million in the Radio segment and $32.1 million in the Media Networks segment. In the Radio segment, we recorded $47.7 million related to the write-down of broadcast licenses, $4.0 million related to the write-down of a trade name and $2.4 million related to the write-down of property held for sale. The write-downs of broadcast licenses and a trade name in the Radio segment are based on a review of market conditions and management’s assessment of long-term growth rates. In the Media Networks segment, we recorded $25.4 million related to the write-down of program rights, $6.5 million related to the write-down of property held for sale and $0.2 million related to the write-down of tangible assets. The loss in 2014 of $12.3 million relates to the Media Networks segment and is comprised of $7.0 million related to the write-down of property held for sale and $5.3 million related to the write-down of program rights.
Restructuring, severance and related charges. In 2015, we incurred restructuring, severance and related charges in the amount of $22.5 million. This amount includes a $19.5 million charge related to broader-based cost-saving restructuring initiatives and $3.0 million related to severance charges for individual employees. The severance charge of $3.0 million is related to miscellaneous severance agreements primarily with corporate employees. The restructuring charge of $19.5 million consists of a $8.9 million charge in the Media Networks segment, a $7.1 million charge in the Radio segment and $3.5 million of corporate expenses, related to employee termination benefits, costs related to consolidating offices and other contract terminations. The $22.5 million charge recognized during the period includes $15.8 million resulting from restructuring activities that were initiated in 2012 and $3.7 million resulting from the restructuring activities to improve performance, collaboration and operational efficiencies across its local media platforms initiated in the third quarter of 2014. In 2014, we incurred restructuring, severance and related charges in the amount of $13.4 million. This amount includes a $13.8 million charge related to broader-based cost-saving restructuring initiatives, partially offset by a $0.4 million benefit related to the adjustment of severance charges for individual employees. The severance
 
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benefit of $0.4 million is related to miscellaneous severance agreements with corporate employees as well as employees in the Media Networks and Radio segments. The restructuring charge of $13.8 million consists of a $7.2 million charge in the Media Networks segment, a $6.4 million charge in the Radio segment and $0.2 million of corporate expenses, related to employee termination benefits, costs related to consolidating offices, and other contract terminations. See Note 3 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
Depreciation and amortization.  Depreciation and amortization increased to $128.0 million in 2015 from $120.0 million in 2014, an increase of $8.0 million or 6.7%. Our depreciation expense increased to $86.3 million in 2015 from $76.3 million in 2014, an increase of $10.0 million, primarily related to depreciation on newly acquired assets. We had amortization of intangible assets of $41.7 million in 2015 and $43.7 million in 2014. The decrease is primarily the result of advertising relationships associated with our digital platforms becoming fully amortized during the first quarter of 2015. Depreciation and amortization expense for the Media Networks segment increased by $2.4 million to $104.6 million in 2015 from $102.2 million in 2014. Depreciation and amortization expense for the Radio segment increased by $0.8 million to $6.6 million in 2015 from $5.8 million in 2014. Corporate depreciation expense increased by $4.8 million to $16.8 million in 2015 from $12.0 million in 2014.
Operating income.  As a result of the factors discussed above and in the results of operations overview, we had operating income of $520.7 million in 2015 and $722.2 million in 2014, a decrease of $201.5 million. The Media Networks segment had operating income of $830.6 million in 2015 and $779.2 million in 2014, a decrease of $51.4 million. The Radio segment had operating loss of $2.2 million in 2015 and operating income of $50.0 million in 2014, a decrease in operating income of $52.2 million. Corporate operating loss was $307.7 million and $107.0 million in 2015 and 2014, respectively, an increase in loss of $200.7 million. Contributing to the decrease in Radio segment operating income was the $54.1 million impairment expense, discussed above. Contributing to the increase in corporate operating loss was the $180.0 million expense associated with the termination of the management and technical assistance agreements, discussed above. The impact of revenue recognition related to certain content licensing agreements contributed $43.7 million in 2015, primarily due to the $26.1 million impact of the revenue recognized in connection with the final satisfaction of a licensing agreement and $5.1 million in 2014. Political/advocacy advertising contributed $22.9 million in 2015 and $43.1 million in 2014. We had other revenue of $25.3 million in 2015, associated with the concurrent use of adjacent spectrum in one of our existing markets. The estimated incremental impact of the Gold Cup tournament was a loss of $7.4 million in 2015 and the estimated incremental impact of the World Cup tournament contributed $21.9 million in 2014.
Interest expense.  Interest expense decreased to $414.9 million in 2015 from $440.5 million in 2014, a decrease of $25.6 million. The decrease is primarily due to lower interest expense on the senior notes and variable rate debt as a result of refinancing transactions in 2014 and 2015 as well as lower interest expense on our debentures as a result of their conversion in 2015. See Notes 8 and 9 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 and Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Interest income.  In 2015 and 2014, we recorded interest income of $7.3 million and $4.3 million, respectively, an increase of $3.0 million, primarily related to investments in convertible debt with El Rey.
Interest rate swap expense (income).  In 2015, for interest rate swap contracts that are not designated as cash flow hedges and the ineffective portion of interest rate swap contracts that are designated as cash flow hedges, we recorded expense of approximately $0.2 million, related to interest expense, partially offset by net fair value adjustments. In 2014, for interest rate swap contracts that are not designated as cash flow hedges and the ineffective portion of interest rate swap contracts that are designated as cash flow hedges, we recorded income of approximately $0.1 million, related to net fair value adjustments, partially offset by interest expense. See Note 9 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
 
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Amortization of deferred financing costs.  Amortization of deferred financing costs was $11.7 million in 2015 and $11.6 million in 2014. See Note 8 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 and Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Loss on extinguishment of debt and inducement.  In 2015, we recorded a loss of $266.9 million as a result of our refinancing transactions and the one-time payment to Televisa to induce the conversion of the debentures. In 2014, we recorded a loss on the extinguishment of debt in the amount of $17.2 million as a result of our refinancing transactions. See Note 8 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
Loss on equity method investments.  In 2015, we recorded a loss on equity method investments of $39.9 million, primarily related to losses at the two early stage businesses, El Rey and Fusion, of $21.8 million and $17.8 million, respectively. In 2014, we recorded a loss on equity method investments of $82.2 million, primarily related to a loss of $70.3 million for El Rey and a loss of $11.9 million for Fusion. These charges are based on our share of equity loss in unconsolidated subsidiaries and costs funded by us which were incurred prior to our investment in an equity method investee. For El Rey, additionally all losses in these periods have been attributed to us based on the terms of the agreement governing the investment. See Note 6 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
(Benefit) provision for income taxes. In 2015, we reported an income tax benefit of $190.2 million based on the pre-tax loss for the nine months ended September 30, 2015 multiplied by the estimated annual effective tax rate adjusted for discrete items. In 2014, we reported an income tax provision of $35.4 million based on the pre-tax income for the nine months ended September 30, 2014 multiplied by the estimated annual effective tax rate adjusted for discrete items. Our current estimated effective tax rate as of September 30, 2015 was approximately (92%), which differs from the statutory rate primarily due to permanent tax differences and discrete items, partially offset by the impact of state and local taxes. Our estimated effective tax rate as of September 30, 2014 was approximately 20%, which differs from the statutory rate primarily due to permanent tax differences and discrete items, including a reduction in the liability for unrecognized tax benefits, partially offset by the impact of state and local taxes.
Net (loss) income.  As a result of the above factors, we reported a net loss of $16.6 million in 2015 and net income of $139.2 million in 2014.
Net loss attributable to non-controlling interest.  Net loss attributable to non-controlling interest was $0.7 million in 2015 and 2014.
Net (loss) income attributable to Univision Holdings, Inc.  We reported a net loss attributable to Univision Holdings, Inc. of $15.9 million in 2015 and net income attributable to Univision Holdings, Inc. of $139.9 million in 2014.
Adjusted OIBDA and Bank Credit Adjusted OIBDA.  Adjusted OIBDA increased to $976.6 million in 2015 from $897.5 million in 2014, an increase of $79.1 million or 8.8% and Bank Credit Adjusted OIBDA increased to $1,000.2 million in 2015 from 917.6 million in 2014, an increase of $82.6 million or 9.0%. See Note 15 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus. The increase results from the factors discussed in the “Overview” above and other factors, as noted above. On a consolidated basis, as a percentage of revenue, our Adjusted OIBDA increased to 46.0% in 2015 from 41.1% in 2014 and Bank Credit Adjusted OIBDA increased to 47.1% in 2015 from 42.0% in 2014. The impact of revenue recognition related to certain content licensing agreements contributed $43.7 million in 2015, primarily due to the $26.1 million impact of the revenue recognized in connection with the final satisfaction of a licensing agreement and $5.1 million in 2014. Political/advocacy advertising contributed $22.9 million in 2015 and $43.1 million in 2014. We had other revenue of $25.3 million in 2015, associated with the
 
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concurrent use of adjacent spectrum in one of our existing markets. The estimated incremental impact of the Gold Cup tournament was a loss of $7.4 million in 2015 and the estimated incremental impact of the World Cup tournament contributed $21.9 million in 2014.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
In comparing our results of operations for the year ended December 31, 2014 (“2014”) with that ended December 31, 2013 (“2013”), in addition to the factors referenced above affecting our results, the following should be noted:
 
 	•	 	In 2014, we had revenues and expenses that did not exist in 2013 associated with the airing of the 2014 FIFA World Cup soccer tournament. In 2014, we had consolidated estimated incremental World Cup advertising revenue of $174.2 million and consolidated estimated World Cup operating expenses of $152.1 million. In 2014, the estimated incremental impact of the 2014 World Cup tournament, considering incremental net advertising revenue and operating expenses, was an increase of $22.1 million in operating income, Adjusted OIBDA and Bank Credit Adjusted OIBDA.	
 
 	•	 	In 2014, we recorded a non-cash impairment loss of $340.5 million, which is comprised of $198.1 million in the Media Networks segment and $142.4 million in the Radio segment. In 2013, we recorded a non-cash impairment loss of $439.4 million, which is comprised of $87.6 million in the Media Networks segment and $351.8 million in the Radio segment.	
 
 	•	 	In 2014 and 2013, we reported an income tax benefit of $66.1 million and $462.4 million, respectively. The income tax benefit in 2014 primarily results from the pre-tax financial loss and the settlement of a significant uncertain tax position. The income tax benefit in 2013 primarily results from recording a reduction in our Federal and state deferred tax asset valuation allowance of $468.0 million, as our deferred tax assets became realizable on a more-likely-than-not basis, based upon the realization of our capital loss carryforwards and a portion of our net operating loss carryforwards in 2013, coupled with projections of future taxable income over the period in which the deferred tax assets are recoverable. The reduction in the valuation allowance was partially offset by an increase we recorded in our valuation allowance of $34.5 million relating to our foreign deferred tax assets.	
 
 	•	 	In 2014 and 2013, we recorded $41.2 million and $29.4 million, respectively, in restructuring, severance and related charges. These charges relate to restructuring and severance agreements with employees and executives, as well as costs related to consolidating offices and other contract terminations in 2014 and 2013 (related to restructuring activities across local media platforms initiated in 2014 and other restructuring activities initiated in 2012).	
 
 	•	 	In 2014 and 2013, we recorded a loss on extinguishment of debt of $17.2 million and $10.0 million, respectively, as a result of refinancing our debt. The loss in 2014 includes a premium, fees, the write-off of certain unamortized deferred financing costs and the write-off of certain unamortized discount and premium related to instruments that were repaid. The loss in 2013 includes fees and the write-off of certain unamortized deferred financing costs related to instruments that were repaid.	
Revenue.  Revenue was $2,911.4 million in 2014 compared to $2,627.4 million in 2013, an increase of $284.0 million or 10.8%, which reflects an increase of 13.5% in the Media Networks segment and a decrease of 7.6% in the Radio segment.
Advertising revenue was $2,101.0 million in 2014 compared to $1,979.5 million in 2013, an increase of $121.5 million or 6.1%. Advertising revenue in 2014 included (i) estimated incremental World Cup advertising revenue of $174.2 million and (ii) political/advocacy advertising revenue of $79.2 million. Advertising revenue in 2013 included (i) Confederation Cup and Gold Cup advertising revenue of $68.0 million and (ii) political/advocacy advertising revenue of $59.1 million.
 
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Non-advertising revenue (which was primarily comprised of subscriber fee revenue, other contractual revenue and content licensing revenue) was $810.4 million in 2014 compared to $647.9 million in 2013, an increase of $162.5 million or 25.1%. The increase in non-advertising revenue was primarily a result of increased subscriber fee revenue of $145.3 million which was primarily due to contractual increases and additional distribution of the Univision Deportes network and increased content licensing revenue of $8.6 million. Subscriber fee revenue was $642.5 million in 2014 compared to $497.2 million in 2013. In 2013, non-advertising revenue included non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business which were completely satisfied in the second quarter of 2013 of $7.7 million.
Media Networks segment revenues were $2,601.8 million in 2014 compared to $2,292.4 million in 2013, an increase of $309.4 million or 13.5%. Advertising revenue was $1,812.8 million in 2014 as compared to $1,664.1 million in 2013, an increase of $148.7 million or 8.9%. Advertising revenue in 2014 included (i) estimated incremental World Cup advertising revenue of $181.8 million and (ii) political/advocacy advertising revenue of $62.7 million. Advertising revenue in 2013 included (i) Confederation Cup and Gold Cup advertising revenue of $68.0 million and (ii) political/advocacy advertising revenue of $47.5 million. Advertising revenue for our television platforms was $1,730.3 million in 2014 as compared to $1,606.1 million in 2013, an increase of $124.2 million or 7.7%. Advertising revenue in 2014 for our television platforms included (i) estimated incremental World Cup advertising revenue of $163.3 million and (ii) political/advocacy advertising revenue of $59.1 million. Advertising revenue in 2013 for our television platforms included (i) Confederation Cup and Gold Cup advertising revenue of $65.3 million and (ii) political/advocacy advertising revenue of $47.5 million. Advertising revenue through the Media Networks digital platform was $82.5 million in 2014 compared to $57.9 million in 2013, an increase of $24.6 million or 42.4%. Advertising revenue through the Media Networks digital platform in 2014 included (i) estimated incremental World Cup advertising revenue of $18.4 million and (ii) political/advocacy advertising revenue of $3.6 million. Advertising revenue through the Media Networks digital platform in 2013 included Confederation Cup and Gold Cup advertising revenue of $2.7 million.
Media Networks non-advertising revenue (which was primarily comprised of subscriber fee revenue, other contractual revenue and content licensing revenue) was $789.0 million in 2014 compared to $628.3 million in 2013, an increase of $160.7 million or 25.6% primarily due to an increase in subscriber fee revenue of $145.3 million and an increase in content licensing revenue of $8.6 million. In 2013, non-advertising revenue included non-cash contractual revenue related to the sale of our recorded music business which was completely satisfied in the second quarter of 2013 of $7.7 million.
Radio segment revenues were $309.6 million in 2014 compared to $335.0 million in 2013, a decrease of $25.4 million or 7.6%. Advertising revenue was $288.2 million in 2014 as compared to $315.4 million in 2013, a decrease of $27.2 million or 8.6%, due to lower ratings, market revenue declines and the impact of estimated World Cup advertising revenue of $7.5 million shifting from the Radio segment to the Media Networks segment. Advertising revenue included political/advocacy advertising revenue of $16.5 million in 2014 and $11.6 million in 2013. Non-advertising revenue (which was primarily comprised of other contractual revenue), was $21.4 million in 2014 compared to $19.6 million in 2013, an increase of $1.8 million or 9.2%.
Direct operating expenses—programming excluding variable program license fees.  Programming expenses excluding variable program license fees increased to $540.5 million in 2014 from $438.2 million in 2013, an increase of $102.3 million or 23.3%. As a percentage of revenue, our programming expenses excluding variable program license fees increased to 18.6% in 2014 from 16.7% in 2013. Media Networks segment programming expenses excluding the variable program license fees were $488.2 million in 2014 compared to $376.2 million in 2013, an increase of $112.0 million or 29.8%. The increase was primarily associated with the 2014 World Cup, including programming costs of $116.5 million and an increase in other programming costs of $24.9 million, partially offset by decreases in sports programming of $29.4 million associated with the 2013 Confederation Cup and Gold Cup soccer tournaments. Radio segment programming expenses were $52.3 million in 2014 compared to $62.0 million in 2013, a decrease of $9.7 million or 15.6%, primarily due to a decrease in programming employee related costs.
 
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Direct operating expenses—variable program license fees.  Media Networks segment variable program license fees increased to $380.4 million in 2014 from $338.1 million in 2013, an increase of $42.3 million or 12.5% as a result of increased revenue. The impact on the variable program license fees of the associated estimated incremental 2014 World Cup advertising revenue and political/advocacy advertising revenue was an increase of $25.4 million and $0.3 million, respectively. The impact on the variable program license fees associated with the 2013 Confederation Cup and Gold Cup soccer tournaments and non-cash contractual advertising revenue associated with commitments to provide advertising made in the sale of our recorded music business which were completely satisfied in the second quarter of 2013 was a decrease of $9.5 million and $1.4 million, respectively.
Direct operating expenses—other.  Other direct operating expenses decreased to $92.2 million in 2014 from $95.9 million in 2013, a decrease of $3.7 million or 3.9%. As a percentage of revenue, other direct operating expenses increased to 3.2% in 2014 from 3.6% in 2013. Media Networks segment other direct operating expenses were $74.4 million in 2014 compared to $79.5 million in 2013, a decrease of $5.1 million or 6.4%, primarily related to a decrease in technical costs. Radio segment other direct operating expenses were $17.8 million in 2014 compared to $16.4 million in 2013, an increase of $1.4 million or 8.5%, primarily due to an increase in technical and employee related costs.
Selling, general and administrative expenses.  Selling, general and administrative expenses increased to $718.8 million in 2014 from $712.6 million in 2013, an increase of $6.2 million or 0.9%. Media Networks segment selling, general and administrative expenses were $440.5 million in 2014 compared to $440.0 million in 2013, an increase of $0.5 million or 0.1%. Radio segment selling, general and administrative expenses were $149.9 million in 2014 compared to $149.3 million in 2013, an increase of $0.6 million. Corporate selling, general and administrative expenses were $128.4 million in 2014 compared to $123.3 million in 2013, an increase of $5.1 million or 4.1%, primarily due to an increase in employee related costs of $5.0 million and other net cost increases of $0.1 million. On a consolidated basis, as a percentage of revenue, our selling, general and administrative expenses decreased to 24.7% in 2014 from 27.1% in 2013.
Impairment loss.  In 2014 and 2013, we recorded non-cash impairment losses of $340.5 million and $439.4 million, respectively. The loss in 2014 is comprised of $198.1 million in the Media Networks segment and $142.4 million in the Radio segment. In the Media Networks segment, we recorded approximately $182.9 million related to the impairment of Venevision-related prepaid programming assets made in conjunction with the amendment of the Venevision PLA, $8.2 million related to the write-down of program rights and $7.0 million related to the write-down of property held for sale. In the Radio segment, we recorded $133.4 million related to the write-down of broadcast licenses and $9.0 million related to the write-down of a trade name. The loss in 2013 is comprised of $87.6 million in the Media Networks segment and $351.8 million in the Radio segment. In the Media Networks segment, we recorded approximately $82.5 million related to the write-down of World Cup program rights prepayments, $2.5 million related to the residual write-off of the TeleFutura trade name, as the network has completed its rebranding as UniMás , $2.4 million related to the write-off of other program rights and $0.2 million related to the write-down of assets held for sale. In the Radio segment, based on a review of market conditions and management’s assessment of long-term growth rates, we recorded $307.8 million related to the write-off of goodwill and $43.4 million related to the write-down of broadcast licenses. We also recorded a loss of $0.6 million related to the write-down of other assets in the Radio segment.
Restructuring, severance and related charges.  In 2014, we incurred restructuring, severance and related charges in the amount of $41.2 million. This amount includes a $41.4 million charge related to broader-based cost-saving restructuring initiatives, partially offset by a $0.2 million benefit related to the adjustment of severance charges for individual employees. The severance benefit of $0.2 million is related to miscellaneous severance agreements with employees in the Media Networks and Radio segments. The restructuring charge of $41.4 million consists of a $28.3 million charge in the Media Networks segment, an $11.4 million charge in the Radio segment and $1.7 million of corporate expenses related to employee termination benefits, costs related to consolidating offices, and other contract terminations. During 2014, we initiated restructuring activities to
 
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improve performance, collaboration, and operational efficiencies across our local media platforms. The $41.4 million charge recognized during the period includes $7.1 million resulting from the restructuring activities across local media platforms initiated in 2014 and $34.3 million resulting from other restructuring activities that were initiated in 2012. In 2013, we incurred restructuring, severance and related charges in the amount of $29.4 million. Of this amount, $5.8 million is related to severance charges for individual employees and $23.6 million related to broader-based cost-saving restructuring initiatives. The severance charge of $5.8 million is related to miscellaneous severance agreements with corporate employees as well as employees in the Media Networks and Radio segments. The restructuring charge of $23.6 million was primarily related to other restructuring activities initiated in 2012 and consists of a $17.6 million charge in the Media Networks segment, a $5.5 million charge in the Radio segment and $0.5 million of corporate expenses, related to employee termination benefits and costs related to consolidating offices. For Media Networks, the $17.6 million charge includes expenses of $19.2 million related to employee termination benefits and costs related to consolidating offices, partially offset by a benefit of $1.6 million related to the elimination of a lease obligation from restructuring activities that were initiated in 2009. For Radio, the $5.5 million charge includes expenses of $7.7 million related to employee termination benefits and costs related to consolidating offices, partially offset by a benefit of $2.2 million related to the elimination of lease obligations. See Note 3 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Depreciation and amortization.  Depreciation and amortization increased to $163.8 million in 2014 from $145.9 million in 2013, an increase of $17.9 million or 12.3%. Our depreciation expense increased to $105.5 million in 2014 from $87.6 million in 2013, an increase of $17.9 million, primarily related to depreciation on newly acquired assets. We had amortization of intangible assets of $58.3 million in 2014 and 2013. Depreciation and amortization expense for the Media Networks segment increased by $16.2 million to $138.9 million in 2014 from $122.7 million in 2013. Depreciation and amortization expense for the Radio segment decreased by $3.5 million to $7.8 million in 2014 from $11.3 million in 2013 due to vacating a facility in 2013. Corporate depreciation expense increased by $5.2 million to $17.1 million in 2014 from $11.9 million in 2013.
Operating income.  As a result of the factors discussed above and in the results of operations overview, we had operating income of $634.0 million in 2014 and $427.9 million in 2013, an increase of $206.1 million. The Media Networks segment had operating income of $853.1 million in 2014 and $830.2 million in 2013, an increase of $22.9 million. The Radio segment had an operating loss of $71.9 million in 2014 and $261.7 million in 2013, an increase in operating income of $189.8 million. Corporate operating loss was $147.2 million and $140.6 million in 2014 and 2013, respectively, an increase in operating loss of $6.6 million. The impact of revenue recognition related to certain content licensing agreements contributed $18.3 million in 2014 and $10.8 million in 2013. Political/advocacy advertising contributed $67.8 million in 2014 and $48.6 million in 2013. Non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business contributed $6.3 million in 2013. The estimated incremental impact of the 2014 World Cup tournament, considering incremental advertising revenue and operating expenses, was an increase of $22.1 million in operating income.
Interest expense.  Interest expense decreased to $587.2 million in 2014 from $618.2 million in 2013, a decrease of $31.0 million. The decrease was primarily due to lower interest expense on our variable rate debt as a result of our refinancing transactions in 2013 and 2014 and a decrease in the amortization of fair value adjustments in AOCL related to interest rate swap contracts that are no longer designated as cash flow hedges. This decrease was partially offset by an increase in interest expense related to our senior notes as a result of the additional notes offered in 2013. See Notes 9 and 10 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Interest income.  In 2014 and 2013, we recorded interest income of $6.0 million and $3.5 million, respectively, an increase of $2.5 million, primarily related to investments in convertible debt with an equity method investee.
 
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Interest rate swap income.  In 2014 and 2013, for interest rate swap contracts that are not designated as cash flow hedges and the ineffective portion of interest rate swap contracts that are designated as cash flow hedges, we recorded income of approximately $0.5 million and $3.8 million, respectively, related to net fair value adjustments partially offset by interest expense. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Amortization of deferred financing costs.  Amortization of deferred financing costs increased to $15.5 million in 2014 from $14.1 million in 2013, an increase of $1.4 million. The increase is a result of our refinancing transactions. See Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Loss on extinguishment of debt.  In 2014 and 2013, we recorded a loss on the extinguishment of debt in the amount of $17.2 million and $10.0 million, respectively, as a result of the refinancing of our debt. See Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Loss on equity method investments.  In 2014, we recorded a loss on equity method investments of $85.2 million, primarily related to losses at the two early stage businesses El Rey and Fusion , of $73.3 million and $11.9 million, respectively. In 2013, we recorded a loss on equity method investments of $36.2 million, primarily related to a loss of $22.7 million for El Rey and a loss of $13.7 million for Fusion . This charge includes our share of equity loss in unconsolidated subsidiaries and costs funded by us which were incurred prior to our investment in an equity method investee. For El Rey , additionally all losses in these periods have been attributed to us based on the terms of the agreement governing the investment. See Note 7 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Benefit for income taxes.  In 2014, we reported an income tax benefit of $66.1 million. In 2013, we reported an income tax benefit of $462.4 million. Our annual effective tax rate as of December 31, 2014 was approximately (101.4%), which differs from the statutory rate primarily due to permanent tax differences, the settlement of a significant uncertain tax position resulting in a significant reduction in the liability for unrecognized tax benefits, state and local taxes, and the amount of these items as compared to book loss. Our annual effective tax rate as of December 31, 2013 was approximately (187.7%), which differs from the statutory rate primarily due to the change in valuation allowance, permanent tax differences, state and local taxes and the amount of these items as compared to book loss. The income tax benefit and high negative effective tax rate in 2013 primarily result from recording a reduction in our Federal and state deferred tax asset valuation allowance of $468.0 million, as our deferred tax assets became realizable on a more-likely-than-not basis, based upon the realization of our capital loss carryforwards and a portion of our net operating loss carryforwards in 2013, coupled with projections of future taxable income over the period in which the deferred tax assets are recoverable. We have approximately $1.6 billion in net operating loss carryforwards remaining. The reduction in the valuation allowance was partially offset by an increase we recorded in our valuation allowance of $34.5 million relating to our foreign deferred tax assets. We anticipate our annual effective tax rate to be approximately 36%-38% in 2015.
Net income.  As a result of the above factors, we reported net income of $0.9 million and $216.0 million in 2014 and 2013, respectively.
Net loss attributable to non-controlling interest.  Net loss attributable to non-controlling interest was $1.0 million and $0.2 million in 2014 and 2013, respectively.
Net income attributable to Univision Holdings, Inc.  In 2014 and 2013, we reported net income attributable to Univision Holdings, Inc. of $1.9 million and $216.2 million, respectively.
 
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Adjusted OIBDA and Bank Credit Adjusted OIBDA . As a result of the factors discussed above, Adjusted OIBDA increased to $1,223.8 million in 2014 from $1,078.9 million in 2013, an increase of $144.9 million or 13.4% and Bank Credit Adjusted OIBDA increased to $1,253.8 million in 2014 from $1,120.4 million in 2013, an increase of $133.4 million or 11.9%. On a consolidated basis, as a percentage of revenue, our Adjusted OIBDA increased to 42.0% in 2014 from 41.1% in 2013 and Bank Credit Adjusted OIBDA increased to 43.1% in 2014 from 42.6% in 2013. The impact of revenue recognition related to certain content licensing agreements contributed $18.3 million in 2014 and $10.8 million in 2013. Political/advocacy advertising contributed $67.8 million in 2014 and $48.6 million in 2013. Non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business contributed $6.3 million in 2013. The estimated incremental impact of the 2014 World Cup tournament, considering incremental advertising revenue and operating expenses, was an increase of $22.1 million.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
In comparing our results of operations for the year ended December 31, 2013 with that ended December 31, 2012 (“2012”), in addition to the factors referenced above affecting our results, the following should be noted:
 
 	•	 	In 2013, we recorded a non-cash impairment loss of $439.4 million, which is comprised of $87.6 million in the Media Networks segment and $351.8 million in the Radio segment. In 2012, we recorded a non-cash impairment loss of $90.4 million, which is comprised of $83.9 million in the Media Networks segment and $6.5 million in the Radio segment.	
 
 	•	 	In 2013 and 2012, we reported an income tax benefit of $462.4 million and an income tax provision of $58.9 million, respectively. The income tax benefit in 2013 primarily results from recording a reduction in our Federal and state deferred tax asset valuation allowance of $468.0 million, as our deferred tax assets became realizable on a more-likely-than-not basis, based upon the realization of our capital loss carryforwards and a portion of our net operating loss carryforwards in 2013, coupled with projections of future taxable income over the period in which the deferred tax assets are recoverable. The reduction in the valuation allowance was partially offset by an increase we recorded in our valuation allowance of $34.5 million relating to our foreign deferred tax assets.	
 
 	•	 	In 2013 and 2012, we recorded $29.4 million and $44.2 million, respectively, in restructuring, severance and related charges. These charges relate to restructuring and severance agreements with employees and executives, as well as costs related to consolidating offices in 2013 (related to other restructuring activities initiated in 2012) and 2012.	
 
 	•	 	In 2013 and 2012, we recorded a loss on extinguishment of debt of $10.0 million and $2.6 million, respectively, as a result of refinancing our debt. The loss includes fees and the write-off of certain unamortized deferred financing costs.	
Revenue.  Revenue was $2,627.4 million in 2013 compared to $2,442.0 million in 2012, an increase of $185.4 million or 7.6%, which reflects an increase of 9.0% in the Media Networks segment and a decrease of 1.0% in the Radio segment.
Advertising revenue was $1,979.5 million in 2013 compared to $1,858.4 million in 2012, an increase of $121.1 million or 6.5%. Advertising revenue in 2013 included (i) Confederation Cup and Gold Cup advertising revenue of $68.0 million and (ii) political/advocacy advertising revenue of $59.1 million. Advertising revenue in 2012 included political/advocacy advertising revenue of $60.5 million.
Non-advertising revenue (which was primarily comprised of subscriber fee revenue, other contractual revenue and content licensing revenue) was $647.9 million in 2013 compared to $583.6 million in 2012, an increase of $64.3 million or 11.0%. The increase in non-advertising revenue was primarily due to an increase in subscriber fees of $85.0 million primarily due to contractual increases partially offset by a decrease in content licensing revenue of $23.5 million due to the timing of revenue recognition of certain content licensing agreements. Subscriber fee revenue was $497.2 million in 2013 compared to $412.2 million in 2012. Non-
 
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advertising revenue included non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business which were completely satisfied in the second quarter of 2013 of $7.7 million in 2013 and $23.4 million in 2012.
Media Networks segment revenues were $2,292.4 million in 2013 compared to $2,103.5 million in 2012, an increase of $188.9 million or 9.0%. Advertising revenue was $1,664.1 million in 2013 as compared to $1,538.4 million in 2012, an increase of $125.7 million or 8.2%. Advertising revenue in 2013 included (i) Confederation Cup and Gold Cup advertising revenue of $68.0 million and (ii) political/advocacy advertising revenue of $47.5 million. Advertising revenue in 2012 included political/advocacy advertising revenue of $43.6 million. Advertising revenue for our television platforms was $1,606.1 million in 2013 as compared to $1,483.0 million in 2012, an increase of $123.1 million or 8.3%. Advertising revenue in 2013 for our television platforms included (i) Confederation Cup and Gold Cup advertising revenue of $65.3 million and (ii) political/advocacy advertising revenue of $47.5 million. Advertising revenue in 2012 for our television platforms included political/advocacy advertising revenue of $42.1 million. Advertising revenue through the Media Networks digital platform was $57.9 million in 2013 compared to $55.4 million in 2012, an increase of $2.5 million or 4.5%. Advertising revenue through the Media Networks digital platform in 2013 included Confederation Cup and Gold Cup advertising revenue of $2.7 million. Advertising revenue through the Media Networks digital platform included political/advocacy advertising revenue of $1.5 million in 2012. Non-advertising revenue (which was primarily comprised of subscriber fee revenue, other contractual revenue and content licensing revenue) was $628.3 million in 2013 compared to $565.1 million in 2012, an increase of $63.2 million or 11.2% primarily due to an increase in subscriber fee revenue of $85.0 million primarily due to contractual increases partially offset by a decrease in content licensing of $23.5 million due to the timing of revenue recognition of certain content licensing agreements. Non-advertising revenue included non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business which were completely satisfied in the second quarter of 2013 of $7.7 million in 2013 and $23.4 million in 2012.
Radio segment revenues were $335.0 million in 2013 compared to $338.5 million in 2012, a decrease of $3.5 million or 1.0%. Advertising revenue was $315.4 million in 2013 as compared to $320.0 million in 2012, a decrease of $4.6 million or 1.4%. Advertising revenue included political/advocacy advertising revenue of $11.6 million in 2013 and $16.9 million in 2012. Non-advertising revenue (which was primarily comprised of other contractual revenue) was $19.6 million in 2013 compared to $18.5 million in 2012, an increase of $1.1 million or 5.9%.
Direct operating expenses—programming excluding variable program license fees . Programming expenses excluding variable program license fees increased to $438.2 million in 2013 from $388.4 million in 2012, an increase of $49.8 million or 12.8%. As a percentage of revenue, our programming expenses excluding variable program license fees increased to 16.7% in 2013 from 15.9% in 2012. Media Networks segment programming expenses excluding variable program license fees were $376.2 million in 2013 compared to $321.3 million in 2012, an increase of $54.9 million or 17.1%. The increase was primarily related to an increase of $29.4 million related to the 2013 Confederation Cup and Gold Cup soccer tournaments and an increase in other programming costs, primarily sports related programming, of $25.5 million. Radio segment programming expenses were $62.0 million in 2013 compared to $67.1 million in 2012, a decrease of $5.1 million or 7.6%, primarily due to decreases in programming employee related costs.
Direct operating expenses—variable program license fees . The variable program license fees recorded on our Media Networks segment increased to $338.1 million in 2013 from $311.1 million in 2012, an increase of $27.0 million or 8.7% as a result of increased revenue. The impact on the variable program license fees of the 2013 Confederations Cup and Gold Cup soccer tournaments was an increase of $9.5 million, while the impact on the variable program license fees associated with political/advocacy advertising revenue, non-cash contractual advertising revenue associated with commitments to provide advertising made in the sale of our recorded music business which were completely satisfied in the second quarter of 2013 and the timing of revenue recognition of certain content licensing agreements as content is delivered was a decrease of $3.6 million, $3.1 million and $3.3 million, respectively.
 
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Direct operating expenses—other.  Other direct operating expenses decreased to $95.9 million in 2013 from $98.4 million in 2012, a decrease of $2.5 million or 2.5%. As a percentage of revenue, other direct operating expenses decreased to 3.6% in 2013 from 4.0% in 2012. Media Networks segment other direct operating expenses were $79.5 million in 2013 compared to $83.9 million in 2012, a decrease of $4.4 million or 5.2%, primarily related to a decrease in technical costs. Radio segment other direct operating expenses were $16.4 million in 2013 compared to $14.5 million in 2012, an increase of $1.9 million or 13.1%, primarily due to an increase in technical costs.
Selling, general and administrative expenses . Selling, general and administrative expenses decreased to $712.6 million in 2013 from $750.4 million in 2012, a decrease of $37.8 million or 5.0%. Media Networks segment selling, general and administrative expenses were $440.0 million in 2013 compared to $450.3 million in 2012, a decrease of $10.3 million or 2.3%. The decrease was primarily due to a decrease of employee related expenses of $12.3 million, partially offset by other net cost increases of $2.0 million. Radio segment selling, general and administrative expenses were $149.3 million in 2013 compared to $161.0 million in 2012, a decrease of $11.7 million or 7.3% primarily related to a decrease in sales related costs of $8.2 million and other net costs decreases of $3.5 million. Corporate selling, general and administrative expenses were $123.3 million in 2013 compared to $139.1 million in 2012, a decrease of $15.8 million or 11.4% primarily due to a decrease of $15.8 million in share-based compensation (resulting from non-employee compensation of $18.5 million in 2012 which did not occur in 2013). On a consolidated basis, as a percentage of revenue, our selling, general and administrative expenses decreased to 27.1% in 2013 from 30.7% in 2012.
Impairment loss.  In 2013 and 2012, we recorded non-cash impairment losses of $439.4 million and $90.4 million, respectively. The loss in 2013 is comprised of $87.6 million in the Media Networks segment and $351.8 million in the Radio segment. In the Media Networks segment, we recorded approximately $82.5 million related to the write-down of World Cup program rights prepayments, $2.5 million related to the residual write-off of the TeleFutura trade name as the network had completed its rebranding as UniMás , $2.4 million related to the write-off of other program rights and $0.2 million related to the write-down of assets held for sale. In the Radio segment, based on a review of market conditions and management’s assessment of long-term growth rates, we recorded $307.8 million related to the write-off of goodwill and $43.4 million related to the write-down of broadcast licenses. We also recorded a loss of $0.6 million related to the write-down of other assets in the Radio segment. The loss in 2012 is comprised of $83.9 million in the Media Networks segment and $6.5 million in the Radio segment. In the Media Networks segment, we recorded $47.6 million related to the write-down of a trade name, $31.9 million related to the write-off of television program rights, $2.5 million related to the write-down of land and buildings held for sale, $0.8 million related to the write-off of a broadcast license, $0.8 million related to the write-off of other assets and $0.3 million related to the write-off of an investment. In the Radio segment, we recorded $5.7 million related to the write-down of broadcast licenses, $0.7 million related to the write-off of investments and $0.1 million related to the write-off of other assets.
Restructuring, severance and related charges.  In 2013, we incurred restructuring, severance and related charges in the amount of $29.4 million. Of this amount, $5.8 million related to severance charges for individual employees and $23.6 million related to broader-based cost-saving restructuring initiatives. The severance charge of $5.8 million is related to miscellaneous severance agreements with corporate employees as well as employees in the Media Networks and Radio segments. The restructuring charge of $23.6 million is primarily related to other restructuring activities initiated in 2012 and consists of a $17.6 million charge in the Media Networks segment, a $5.5 million charge in the Radio segment and $0.5 million of corporate expenses related to employee termination benefits and costs related to consolidating offices. For Media Networks, the $17.6 million charge includes expenses of $19.2 million related to employee termination benefits and costs related to consolidating offices, partially offset by a benefit of $1.6 million related to the elimination of a lease obligation from restructuring activities that were initiated in 2009. For Radio, the $5.5 million charge includes expenses of $7.7 million related to employee termination benefits and costs related to consolidating offices, partially offset by a benefit of $2.2 million related to the elimination of lease obligations. In 2012, we incurred restructuring, severance and related charges in the amount of $44.2 million. Of this amount, $7.4 million related to severance
 
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charges for individual employees and $36.8 million related to broader-based cost-saving restructuring initiatives. The severance charge of $7.4 million is primarily related to miscellaneous severance agreements with corporate employees as well as employees in the Media Networks segment. The restructuring charge of $36.8 million consists of a $24.7 million charge in the Media Networks segment, a $9.1 million charge in the Radio segment and $3.0 million of corporate expenses related to employee termination benefits and costs related to consolidating offices. See Note 3 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Depreciation and amortization . Depreciation and amortization increased to $145.9 million in 2013 from $130.3 million in 2012, an increase of $15.6 million or 12.0%. Our depreciation expense increased to $87.6 million in 2013 from $75.3 million in 2012, an increase of $12.3 million, primarily related to depreciation on newly acquired assets. We had amortization of intangible assets of $58.3 million and $55.0 million in 2013 and 2012, respectively, an increase of $3.3 million, primarily related to amortization on the launch rights acquired in 2013. Depreciation and amortization expense for the Media Networks segment increased by $11.6 million to $122.7 million in 2013 from $111.1 million in 2012. Depreciation and amortization expense for the Radio segment increased by $0.8 million to $11.3 million in 2013 from $10.5 million in 2012. Corporate depreciation expense increased by $3.2 million to $11.9 million in 2013 from $8.7 million in 2012.
Operating income.  As a result of the factors discussed above and in the results of operations overview, including the impact of the impairment loss in 2013, we had operating income of $427.9 million in 2013 and $628.8 million in 2012, a decrease of $200.9 million. The Media Networks segment had operating income of $830.2 million in 2013 and $713.1 million in 2012, an increase of $117.1 million. The Radio segment had an operating loss of $261.7 million in 2013 and operating income of $69.7 million in 2012, a decrease of $331.4 million. Corporate operating loss was $140.6 million and $154.0 million in 2013 and 2012, respectively, a decrease of operating loss of $13.4 million. The impact of revenue recognition related to certain content licensing agreements contributed $10.8 million in 2013 and $31.1 million in 2012. Political/advocacy advertising contributed $48.6 million in 2013 and $51.2 million in 2012. Non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business contributed $6.3 million in 2013 and $19.2 million in 2012.
Interest expense . Interest expense increased to $618.2 million in 2013 from $573.2 million in 2012, an increase of $45.0 million. The increase is primarily due to an increase in interest expense related to our senior notes, including the additional notes offered in 2012 and 2013, and the amortization of fair value adjustments in AOCL related to interest rate swap contracts that are no longer designated as cash flow hedges. This was partially offset by lower interest expense on our variable rate debt as a result of our refinancing transactions in 2012 and 2013 and by a decrease in interest charges on the interest rate swap contracts. For contracts that are not designated as cash flow hedges and the ineffective portion of interest rate swap contracts that are designated as cash flow hedges, interest charges are recorded to interest rate swap expense rather than interest expense. See Notes 9 and 10 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Interest income.  Interest income increased to $3.5 million in 2013 from $0.2 million in 2012, an increase of $3.3 million. The interest income in 2013 is primarily related to a convertible note investment with an equity method investee.
Interest rate swap income.  In 2013, for interest rate swap contracts that are not designated as cash flow hedges and the ineffective portion of interest rate swap contracts that are designated as cash flow hedges, we recorded income of approximately $3.8 million related to income from net fair value adjustments, partially offset by net interest expense. No interest rate swap income was recognized in 2012. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
 
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Amortization of deferred financing costs.  Amortization of deferred financing costs increased to $14.1 million in 2013 from $8.3 million in 2012, an increase of $5.8 million. The increase is a result of our refinancing transactions. See Note 9 to our audited consolidated financial statements for the year ended December 31, 2014.
Loss on extinguishment of debt.  In 2013 and 2012, we recorded a loss on the extinguishment of debt in the amount of $10.0 million and $2.6 million, respectively, as a result of the refinancing of our debt. See Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Loss on equity method investments.  In 2013, we recorded a loss on equity method investments of $36.2 million, primarily related to a loss of $22.7 million for El Rey and a loss of $13.7 million for Fusion . In 2012, we recorded a loss on equity method investments of $0.9 million, primarily related to Fusion . This charge includes our share of equity loss in unconsolidated subsidiaries and costs funded by us which were incurred prior to our investment in an equity method investee. See Note 7 to our audited consolidated financial statements for the year ended December 31, 2014.
(Benefit) provision for income taxes.  In 2013, we reported an income tax benefit of $462.4 million. In 2012, we reported an income tax provision of $58.9 million. Our annual effective tax rate as of December 31, 2013 and 2012, respectively, was approximately (187.7%) and 132.3%, which differs from the statutory rate primarily due to the change in valuation allowance, permanent tax differences, and the amount of these items as compared to estimated book income (loss). The income tax benefit and high negative effective tax rate in 2013 primarily result from recording a reduction in our Federal and state deferred tax asset valuation allowance of $468.0 million, as our deferred tax assets became realizable on a more-likely-than-not basis, based upon the realization of our capital loss carryforwards and a portion of our net operating loss carryforwards in 2013, coupled with projections of future taxable income over the period in which the deferred tax assets are recoverable. The reduction in the valuation allowance was partially offset by an increase we recorded in our valuation allowance of $34.5 million relating to our foreign deferred tax assets.
Net income (loss).  As a result of the above factors, we reported net income of $216.0 million in 2013 and a net loss of $14.4 million 2012.
Net loss attributable to non-controlling interest.  In 2013, net loss attributable to non-controlling interest was $0.2 million. There was no non-controlling interest in 2012.
Net income (loss) attributable to Univision Holdings, Inc.  In 2013, we reported net income attributable to Univision Holdings, Inc. of $216.2 million. In 2012, we reported a net loss attributable to Univision Holdings, Inc. of $14.4 million.
Adjusted OIBDA and Bank Credit Adjusted OIBDA.  As a result of the factors discussed above, Adjusted OIBDA increased to $1,078.9 million in 2013 from $945.9 million in 2012, an increase of $133.0 million or 14.1% and Bank Credit Adjusted OIBDA increased to $1,120.4 million in 2013 from $1,003.2 million in 2012, an increase of $117.2 million or 11.7%. See Note 18 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus. On a consolidated basis, as a percentage of revenue, our Adjusted OIBDA increased to 41.1% in 2013 from 38.7% in 2012 and Bank Credit Adjusted OIBDA increased to 42.6% in 2013 from 41.1% in 2012. The impact of revenue recognition related to certain content licensing agreements contributed $10.8 million in 2013 and $31.1 million in 2012. Political/advocacy advertising contributed $48.6 million in 2013 and $51.2 million in 2012. Non-cash contractual revenue associated with the commitments to provide advertising made in the sale of our recorded music business contributed $6.3 million in 2013 and $19.2 million in 2012.
Quarterly Results
The following table sets forth our historical unaudited quarterly consolidated statement of operations data for the first three quarters of 2015 and each of the fiscal quarters of 2014 and 2013. This unaudited quarterly
 
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information has been prepared on the same basis as our annual audited consolidated financial statements appearing elsewhere in this prospectus, and includes all adjustments, consisting of normal recurring adjustments, that we consider necessary to present fairly the financial information for the fiscal quarters presented. This unaudited quarterly information should be read in conjunction with our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus.

(in thousands)	 	Third
Quarter
2015	 	 	Second
Quarter
2015	 	 	First
Quarter
2015	 	 	Fourth
Quarter
2014	 	 	Third
Quarter
2014	 	 	Second
Quarter
2014	 	 	First
Quarter
2014	 	 	Fourth
Quarter
2013	 	 	Third
Quarter
2013	 	 	Second
Quarter
2013	 	 	First
Quarter
2013	 	
Revenue	 	$	801,500	(a)  	 	$	696,300	(a)  	 	$	624,700	(a)  	 	$	727,700	(b)  	 	$	728,900	(b)  	 	$	833,700	(b)  	 	$	621,100	(b)  	 	$	696,200	(e)  	 	$	692,700	(e)  	 	$	676,500	(e)  	 	$	562,000	(e)  	
Direct operating expenses	 	 	250,000	  	 	 	204,900	  	 	 	197,600	  	 	 	240,000	(c)  	 	 	248,500	(c)  	 	 	312,200	(c)  	 	 	212,400	(c)  	 	 	236,300	  	 	 	230,000	(f)  	 	 	217,000	(f)  	 	 	188,900	  	
Selling, general and administrative expenses	 	 	186,000	  	 	 	175,700	  	 	 	170,900	  	 	 	176,100	  	 	 	184,700	  	 	 	187,200	  	 	 	170,800	  	 	 	186,600	  	 	 	179,900	  	 	 	179,100	  	 	 	167,000	  	
Impairment loss	 	 	19,500	  	 	 	66,400	  	 	 	300	  	 	 	328,200	(d)  	 	 	12,300	  	 	 	—	  	 	 	—	  	 	 	352,600	(g)  	 	 	84,300	(g)  	 	 	—	  	 	 	2,500	  	
Restructuring, severance and related charges	 	 	7,500	  	 	 	8,800	  	 	 	6,200	  	 	 	27,800	  	 	 	8,000	  	 	 	2,100	  	 	 	3,300	  	 	 	13,500	  	 	 	3,700	  	 	 	10,000	  	 	 	2,200	  	
Depreciation and amortization	 	 	42,400	  	 	 	43,000	  	 	 	42,600	  	 	 	43,800	  	 	 	40,200	  	 	 	40,500	  	 	 	39,300	  	 	 	39,300	  	 	 	35,100	  	 	 	34,300	  	 	 	37,200	  	
Termination of management and technical assistance agreements	 	 	—	  	 	 	—	  	 	 	180,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	 	 	296,100	  	 	 	197,500	  	 	 	27,100	  	 	 	(88,200	) 	 	 	235,200	  	 	 	291,700	  	 	 	195,300	  	 	 	(132,100	) 	 	 	159,700	  	 	 	236,100	  	 	 	164,200	  	
Other expense (income):	 				 				 				 				 				 				 				 				 				 				 				
Interest expense	 	 	133,700	  	 	 	137,800	  	 	 	143,400	  	 	 	146,700	  	 	 	146,700	  	 	 	146,700	  	 	 	147,100	  	 	 	153,100	  	 	 	153,600	  	 	 	157,900	  	 	 	153,600	  	
Interest income	 	 	(2,600	) 	 	 	(2,500	) 	 	 	(2,200	) 	 	 	(1,700	) 	 	 	(1,400	) 	 	 	(1,500	) 	 	 	(1,400	) 	 	 	(1,300	) 	 	 	(2,100	) 	 	 	—	  	 	 	(100	) 	
Interest rate swap expense (income)	 	 	100	  	 	 	100	  	 	 	—	  	 	 	(400	) 	 	 	—	  	 	 	(800	) 	 	 	700	  	 	 	(400	) 	 	 	1,100	  	 	 	(4,800	) 	 	 	300	  	
Amortization of deferred financing costs	 	 	3,900	  	 	 	3,900	  	 	 	3,900	  	 	 	3,900	  	 	 	3,800	  	 	 	3,900	  	 	 	3,900	  	 	 	3,900	  	 	 	3,800	  	 	 	3,700	  	 	 	2,700	  	
Loss on extinguishment of debt and inducement	 	 	135,100	  	 	 	58,600	  	 	 	73,200	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	17,200	  	 	 	—	  	 	 	400	  	 	 	6,000	  	 	 	3,600	  	
Loss on equity method investments	 	 	17,400	  	 	 	7,600	  	 	 	14,900	  	 	 	3,000	  	 	 	29,100	  	 	 	32,600	  	 	 	20,500	  	 	 	14,300	  	 	 	9,400	  	 	 	11,700	  	 	 	800	  	
Other	 	 	700	  	 	 	200	  	 	 	300	  	 	 	100	  	 	 	(1,000	) 	 	 	100	  	 	 	1,400	  	 	 	(2,000	) 	 	 	3,600	  	 	 	1,300	  	 	 	200	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before income taxes	 	 	7,800	  	 	 	(8,200	) 	 	 	(206,400	) 	 	 	(239,800	) 	 	 	58,000	  	 	 	110,700	  	 	 	5,900	  	 	 	(299,700	) 	 	 	(10,100	) 	 	 	60,300	  	 	 	3,100	  	
(Benefit) provision for income taxes	 	 	(153,800	) 	 	 	27,600	  	 	 	(64,000	) 	 	 	(101,500	) 	 	 	17,800	  	 	 	15,300	  	 	 	2,300	  	 	 	(490,500	) (h)  	 	 	8,300	  	 	 	23,200	  	 	 	(3,400	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	 	161,600	  	 	 	(35,800	) 	 	 	(142,400	) 	 	 	(138,300	) 	 	 	40,200	  	 	 	95,400	  	 	 	3,600	  	 	 	190,800	  	 	 	(18,400	) 	 	 	37,100	  	 	 	6,500	  	
Net loss attributable to non-controlling interest	 	 	(200	) 	 	 	(400	) 	 	 	(100	) 	 	 	(300	) 	 	 	(200	) 	 	 	(300	) 	 	 	(200	) 	 	 	(200	) 	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to Univision Holdings, Inc.	 	$	161,800	  	 	$	(35,400	) 	 	$	(142,300	) 	 	$	(138,000	) 	 	$	40,400	  	 	$	95,700	  	 	$	3,800	  	 	$	191,000	  	 	$	(18,400	) 	 	$	37,100	  	 	$	6,500	  	

(a)	2015 revenue was impacted by several factors. Content licensing revenue contributed $50.8 million of revenue, political/advocacy advertising revenue contributed $28.1 million of advertising revenue in 2015 and the Gold Cup soccer tournament contributed $48.6 million (an estimated $22.1 million on an incremental basis) and we had an increase in other revenue of $34.2 million primarily due to revenue associated with the concurrent use of adjacent spectrum in one of our existing markets of $26.0 million. On a quarterly basis, content licensing revenue contributed $7.4 million of revenue in the first quarter, $7.7 million in the second quarter, $35.6 million of revenue in the third quarter, primarily due to $30.3 million recognized in connection with the final satisfaction of a licensing agreement, and political/advocacy advertising revenue contributed $14.1 million of advertising revenue in the first quarter, $6.6 million in the second quarter and $7.4 million in the third quarter. The Gold Cup soccer tournament contributed $0.1 million of revenue in the second quarter and $48.5 million in the third quarter.	
(b)	2014 revenue was impacted by several factors. The most significant of which was the World Cup soccer tournament, which contributed $277.1 million (an estimated $174.2 million on an incremental basis) in advertising revenue in 2014. Other factors impacting revenue in 2014 were	
 
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 	political/advocacy advertising revenue which contributed $79.2 million of advertising revenue and content licensing revenue which contributed $21.2 million of revenue. On a quarterly basis, the World Cup soccer tournament contributed $7.3 million (an estimated $4.6 million on an incremental basis) to advertising revenue in the first quarter, $184.5 million (an estimated $115.5 million on an incremental basis) in the second quarter and $85.3 million (an estimated $54.1 million on an incremental basis) in the third quarter. There was no contribution in the fourth quarter. Political/advocacy advertising revenue was $23.5 million in the first quarter, $11.2 million in the second quarter, $16.2 million in the third quarter and $28.3 million in the fourth quarter. Content licensing revenue was $0.8 million in the first quarter, $2.1 million in the second quarter, $3.0 million in the third quarter and $15.3 million in the fourth quarter.	
(c)	2014 direct operating expenses were impacted by the World Cup soccer tournament. Direct expenses related to the World Cup were $141.9 million including $25.4 million related to the program license fee. World Cup direct expenses were $3.1 million (program license fee $0.7 million) in the first quarter, $95.9 million (program license fee $16.9 million) in the second quarter, $43.1 million (program license fee $7.8 million) in the third quarter and ($0.2) million in the fourth quarter.	
(d)	Impairment losses during the fourth quarter of 2014 include approximately $182.9 million related to the impairment of Venevision-related prepaid programming assets and $133.4 million related to the write-down of radio broadcast licenses.	
(e)	2013 revenue was impacted by several factors. The Confederation Cup and the Gold Cup soccer tournaments occurred in 2013. The Confederation Cup soccer tournament contributed $22.9 million in advertising revenue to the second quarter. The Gold Cup soccer tournament contributed $45.1 million in advertising revenue to the third quarter. Other factors impacting revenue in 2013 were political/advocacy advertising revenue which contributed $59.1 million of advertising revenue and content licensing revenue which contributed $12.6 million of revenue. Political/advocacy advertising revenue was $5.3 million in the first quarter, $15.1 million in the second quarter, $17.7 million in the third quarter and $21.0 million in the fourth quarter. Content licensing revenue was $2.9 million in the first quarter, $3.7 million in the second quarter, $4.6 million in the third quarter and $1.4 million in the fourth quarter.	
(f)	2013 direct operating expenses were impacted by the Confederation Cup and Gold Cup soccer tournaments. Direct expenses in the second quarter related to the Confederation Cup were $14.2 million including $3.2 million related to the program license fee. Direct expenses in the third quarter related to the Gold Cup were $24.8 million including $6.3 million related to the program license fee.	
(g)	Impairment losses during the third quarter of 2013 include approximately $82.5 million related to the write-off of World Cup program rights prepayments. Impairment losses during the fourth quarter of 2013 include $307.8 million related to the write-off of Radio segment goodwill and $43.4 million related to the write-down of radio broadcast licenses.	
(h)	The income tax benefit in the fourth quarter of 2013 was impacted by a reduction in our Federal and state deferred tax asset valuation allowance of $468.0 million. The goodwill impairment referenced in note (g) was a permanent tax difference and therefore did not impact the income tax benefit.	
Liquidity and Capital Resources
Cash Flows
Cash Flows from Operating Activities . Cash flows from operating activities for the nine months ended September 30, 2015 and 2014 and for the years ended December 31, 2014, 2013 and 2012 were as follows:
Cash flows used in operating activities for the nine months ended September 30, 2015 were $16.0 million compared to cash flows from operating activities for the nine months ended September 30, 2014 of $333.7 million. After excluding the impact of the non-cash items, cash flows from operating activities decreased by approximately $24.0 million, primarily as a result of lower accrued interest in 2015 due to the Company’s refinancing activities offset by other changes in working capital including the net impact of the World Cup in 2014 on accounts receivable and prepaid expenses.
Cash flows from operating activities for the year ended December 31, 2014 were $274.9 million compared to cash flows from operating activities for the year ended December 31, 2013 of $79.3 million. Excluding the impact of non-cash items, the increase in cash provided by operating activities in 2014 as compared to 2013 reflects higher net income and improvements in working capital. Net income in 2014 was favorably impacted by the World Cup which ended in July 2014. The activity in 2014 reflects the collection of World Cup accounts receivable as well as lower prepaids, program rights and accounts payable balances. In addition, during 2014, we incurred approximately $177.5 million in program rights prepayments associated with our amendment of the Venevision PLA. In 2013, we incurred approximately $136.8 million related to World Cup program rights prepayments. In 2013, deferred revenue primarily related to our facility-sharing agreement with Fusion .
Cash flows from operating activities for the year ended December 31, 2013 were $79.3 million compared to cash flows from operating activities for the year ended December 31, 2012 of $169.1 million. The decrease in cash from operating activities in 2013 as compared to 2012 was primarily due to the payment schedule associated
 
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with the 2014 World Cup. In 2013, we incurred approximately $136.8 million related to World Cup program rights prepayments. In 2012, we incurred approximately $86.8 million in World Cup and other soccer property program rights prepayments. In 2013, deferred revenue primarily related to our facility-sharing agreement with Fusion . In 2012, deferred revenue primarily related to our former music business.
Cash Flows Used in Investing Activities. Cash flows used in investing activities for the nine months ended September 30, 2015 and 2014 and for the years ended December 31, 2014, 2013 and 2012 were as follows:
Cash flows used in investing activities were $122.2 million for the nine months ended September 30, 2015 compared to cash flows used in investing activities of $87.3 million for the nine months ended September 30, 2014. The increase in cash used in investing activities was due primarily to increased contributions to El Rey and Fusion of $30.0 million and $12.8 million, respectively. These increases were partially offset by a decrease in capital expenditures of $8.1 million.
Cash flows used in investing activities were $154.8 million for the year ended December 31, 2014 compared to cash flows used in investing activities of $335.2 million for the year ended December 31, 2013. The reduction in cash used for investing activities was due primarily to lower capital expenditures of $45.8 million, lower investments primarily in El Rey and no launch rights acquired in 2014.
Cash flows used in investing activities were $335.2 million for the year ended December 31, 2013 as compared to cash flows used in investing activities of $102.5 million for the year ended December 31, 2012. The increase in cash used in investing activities was due primarily to higher capital expenditures of $79.7 million, investments in 2013 in both El Rey and Fusion and the acquisition of launch rights in 2013 for $81.3 million.
Cash Flows from (Used in) Financing Activities. Cash flows from financing activities for the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2014, 2013 and 2012 were as follows:
Cash flows from financing activities were $184.2 million for the nine months ended September 30, 2015 compared to cash flows used in financing activities of $93.2 million for the nine months ended September 30, 2014. The cash flows provided by financing activities reflect net borrowings related to our debt of $83.2 million in 2015. Cash flows used in financing activities for the nine months ended September 30, 2014 include replacing term loans under our senior secured credit facility with term loans with a lower interest rate as a result of an amendment to our senior secured credit facilities in January 2014.
Cash flows used in financing activities were $107.2 million for the year ended December 31, 2014 compared to cash flows from financing activities of $263.7 million for the year ended December 31, 2013. The cash flows used in financing activities reflect net repayments related to our debt of $232.6 million in 2014, partially offset by the issuance of equity of $124.3 million and other items. Cash flows used in financing activities for the year ended December 31, 2014 include an amendment to our senior secured credit facilities in January 2014 which facilitated the incurrence of replacement term loans at a modified interest rate. Overall borrowings under our senior secured credit facilities decreased by approximately $46.4 million in 2014. In addition, we redeemed approximately $119.8 million of our 6.75% senior secured notes due 2022 (the “2022 notes”) and reduced our borrowings under the accounts receivable facility by $60.0 million.
Cash flows from financing activities were $263.7 million for the year ended December 31, 2013 compared to cash flows used in financing activities of $89.2 million for the year ended December 31, 2012. The cash flows from financing activities primarily reflect net proceeds from debt borrowings of $263.7 million in 2013. Cash flows from financing activities in 2013 include the issuance of $700.0 million 5.125% senior secured notes due 2023 (the “2023 notes”) and amendments to our senior secured credit facilities in February and May 2013 which extended our term loans. Overall borrowings under our senior secured credit facilities decreased by approximately $324.7 million in 2013. In addition, we reduced our borrowings under the accounts receivable facility by $55.0 million.
 
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Anticipated Cash Requirements . Our current financing strategy is to fund operations through our cash flow from operations, our bank senior secured revolving credit facility, our accounts receivable sale facility and anticipated access to public and private debt markets. We monitor our cash flow liquidity, availability, fixed charge coverage, capital base, programming acquisitions and leverage ratios with the long-term goal of maintaining our credit worthiness.
On July 15, 2015, Televisa converted $1.125 billion of debentures into the Televisa Warrants and we made a one-time payment of $135.1 million to Televisa to induce the conversion. We utilized available cash, including the restricted cash of $92.7 million which had collateralized the letter of credit, in partial payment of the inducement. The remaining cash came from operations. The conversion of the debentures into the Televisa Warrants will result in annual cash interest savings of approximately $16.9 million.
Capital Expenditures
Capital expenditures for the nine months ended September 30, 2015 totaled $74.9 million, not reflecting the impact of approximately $3.3 million of accruals as of September 30, 2015. These expenditures include $41.1 million related to normal capital purchases or improvements and $33.8 million related to facilities upgrades, including those related to the consolidation of operations. Our capital expenditures exclude the expenditures financed with capitalized lease obligations.
Capital expenditures for the year ended December 31, 2014 totaled $133.4 million. These expenditures included $71.6 million related to normal capital purchases or improvements, $45.5 million related to information technology, $11.8 million related to television station transmitter and HDTV conversion projects and $4.5 million related to new facilities. Our capital expenditures excluded the expenditures financed with capitalized lease obligations. The capital expenditures for the year ended December 31, 2014 included $32.5 million of accruals as of December 31, 2013, but excluded $15.1 million of accruals as of December 31, 2014.
For the full fiscal year 2015, our capital expenditure plan is for approximately $95.4 million, plus approximately $15.1 million of capital purchases that were accrued as of December 31, 2014. These anticipated expenditures include $54.6 million related to normal capital purchases or improvements and $55.9 million related to facilities upgrades, including those related to the consolidation of operations. We anticipate our capital expenditures to decline in future periods as we complete our facilities upgrades and consolidation.
Restrictions on Dividends
As a holding company, our investments in our operating subsidiaries constitute all of our operating assets. Our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances and transfers of funds from our subsidiaries to meet our debt obligations. The ability of our subsidiaries to pay dividends or make other advances and transfers of funds will depend on their respective results of operations and may be restricted by, among other things, applicable laws limiting the amount of funds available for payment of dividends and agreements of those subsidiaries. The credit agreement governing our senior secured credit facilities and the indentures governing the senior notes create restrictions on the ability of UCI to pay dividends or make distributions on its capital stock.
 
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Debt and Financing Transactions
As of September 30, 2015, we had total committed capacity, defined as maximum available borrowings under various existing debt arrangements plus cash and cash equivalents, of $10,270.4 million. Of this committed capacity, $923.1 million was unused and $9,337.6 million was outstanding as debt. As of September 30, 2015, total committed capacity, outstanding letters of credit, outstanding debt and total unused committed capacity were as follows.

 	  	Committed
Capacity	 	  	Letters of
Credit	 	  	Outstanding
Debt	 	  	Unused
Committed
Capacity	 	
 	  	(in thousands)	 	
Cash and cash equivalents	  	$	102,800	  	  	$	—	  	  	$	—	  	  	$	102,800	  	
Bank senior secured revolving credit facility maturing in 2018 – alternate bases (a)	  	 	550,000	  	  	 	9,700	  	  	 	—	  	  	 	540,300	  	
Bank senior secured term loans maturing in 2020—LIBOR with a 1.0% floor + 3.0% (b)	  	 	4,534,700	  	  	 	—	  	  	 	4,534,700	  	  	 	—	  	
Senior notes due 2021—8.5% (b)	  	 	815,000	  	  	 	—	  	  	 	815,000	  	  	 	—	  	
Senior secured notes due 2022—6.75% (b)	  	 	1,107,900	  	  	 	—	  	  	 	1,107,900	  	  	 	—	  	
Senior secured notes due 2023—5.125% (b)	  	 	1,200,000	  	  	 	—	  	  	 	1,200,000	  	  	 	—	  	
Senior secured notes due 2025—5.125% (b)	  	 	1,560,000	  	  	 	—	  	  	 	1,560,000	  	  	 	—	  	
Accounts receivable facility maturing in 2018—LIBOR + 2.25%	  	 	400,000	  	  	 	—	  	  	 	120,000	  	  	 	280,000	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	10,270,400	  	  	$	9,700	  	  	$	9,337,600	  	  	$	923,100	  	

(a)	Amounts do not give pro forma effect to an amendment to the credit agreement governing our senior secured credit facilities, which was entered into on September 3, 2015 and increases our borrowing capacity under the revolving credit facility to $850.0 million, contingent upon this offering being consummated prior to December 15, 2015, the application of certain specified use of proceeds of this offering and other customary conditions.	
(b)	Amounts represent the principal balance and do not include any discounts and premiums.	
To the extent permitted and to the extent of free cash flow, we intend to repay indebtedness and reduce our ratio of Adjusted OIBDA to total debt.
For further information regarding our indebtedness, see “Description of Certain Indebtedness.” See also Note 9 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 8 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
Our senior secured credit facilities are guaranteed by Broadcast Media Partners Holdings, Inc. (“Holdings”) and UCI’s material, wholly-owned restricted domestic subsidiaries (subject to certain exceptions). Our senior secured notes and senior notes are guaranteed by all of the current and future domestic subsidiaries that guarantee the senior secured credit facilities. The senior secured notes and senior notes are not guaranteed by Holdings.
Our senior secured credit facilities are secured by, among other things:
 
 	•	 	a first priority security interest, subject to permitted liens, in substantially all of the assets of UCI and Univision of Puerto Rico Inc. (“UPR”), as borrowers, Holdings and UCI’s material restricted domestic subsidiaries (subject to certain exceptions), including without limitation, all receivables, contracts, contract rights, equipment, intellectual property, inventory and other tangible and intangible assets, but excluding, among other things, cash and cash equivalents, deposit and securities accounts, motor vehicles, FCC licenses to the extent that applicable law or regulation prohibits the grant of a security	
 
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 	interest therein, equipment that is subject to restrictions on liens pursuant to purchase money obligations or capital lease obligations, interests in joint ventures and non-wholly owned subsidiaries that cannot be pledged without the consent of a third party, trademark applications and receivables subject to our accounts receivable securitization;	
 
 	•	 	a pledge of (i) the present and future capital stock of each of UCI’s, UPR’s, and each subsidiary guarantor’s direct domestic subsidiaries (other than interests in joint ventures and non-wholly owned subsidiaries that cannot be pledged without the consent of a third party or to the extent a pledge of such capital stock would cause us to be required to file separate financial statements for such subsidiary with the SEC) and (ii) 65% of the voting stock of each of UCI’s, UPR, and each subsidiary guarantor’s material direct foreign subsidiaries (other than interests in non-wholly owned subsidiaries that cannot be pledged without the consent of a third party), in each case, subject to certain exceptions; and	
 
 	•	 	all proceeds and products of the property and assets described above.	
Our senior secured notes are secured by substantially all of UCI’s and the guarantors’ property and assets that secure our senior secured credit facilities. The senior secured notes are not secured by the assets of Holdings, including a pledge of the capital stock of UCI.
The agreements governing the senior secured credit facilities and the senior notes contain various covenants, which, among other things, limit the incurrence of indebtedness, making of investments, payment of dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements. The credit agreement and the indentures governing the senior notes thereunder allow UCI to make certain pro forma adjustments for purposes of calculating certain financial ratios, some of which would be applied to Bank Credit Adjusted OIBDA. UCI is in compliance with these covenants under the agreements governing its senior secured credit facilities and the existing senior notes as of September 30, 2015.
A breach of any covenant could result in an event of default under those agreements. If any such event of default occurs, the lenders of the senior secured credit facilities or the holders of the existing senior notes or other notes may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. In addition, an event of default under the indentures governing the existing senior notes or the notes would cause an event of default under the senior secured credit facilities, and the acceleration of debt under the senior secured credit facilities or the failure to pay that debt when due would cause an event of default under the indentures governing the existing senior notes or the notes (assuming certain amounts of that debt were outstanding at the time). The lenders under the senior secured credit facilities also have the right upon an event of default thereunder to terminate any commitments they have to provide further borrowings. Further, following an event of default under the senior secured credit facilities, the lenders will have the right to proceed against the collateral.
UCI owns several wholly-owned early stage ventures, including the subsidiary that operates Flama, which have been designated as “unrestricted subsidiaries” for purposes of its credit agreement governing the senior secured credit facilities and indentures governing the senior notes. The results of these unrestricted subsidiaries are excluded from Bank Credit Adjusted OIBDA in accordance with the definition in the credit agreement and the indentures governing the senior notes. As unrestricted subsidiaries, the operations of these subsidiaries are excluded from, among other things, covenant compliance calculations and compliance with the affirmative and negative covenants of the credit agreement governing the senior secured credit facilities and indentures governing the senior notes. UCI may redesignate these subsidiaries as restricted subsidiaries at any time at its option, subject to compliance with the terms of its credit agreement governing the senior secured credit facilities and indentures governing the senior notes.
 
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UCI and its subsidiaries, affiliates or significant shareholders may from time to time, in their sole discretion, purchase, repay, redeem or retire certain of our debt or equity securities (including any publicly traded debt securities), in privately negotiated or open market transactions, by tender offer or otherwise.
On September 3, 2015, we entered into an amendment of the credit agreement governing our senior secured credit facilities to increase the borrowing capacity of our revolving credit facility to $850.0 million and extend the maturity to the five-year anniversary of the date that the borrowing capacity is increased (subject to an earlier maturity date if more than $1.5 billion of the current term loans have not been refinanced to have a longer maturity date). The amendment is contingent upon this offering being consummated prior to December 15, 2015, the application of certain specified use of proceeds of this offering and other customary conditions. See “Description of Certain Indebtedness—Senior Secured Credit Facilities.”
Interest Rate Swaps
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. These interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. We have agreements with each of our interest rate swap counterparties which provide that we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.
As of September 30, 2015, we had two effective cash flow hedges with a combined notional amount of $2.5 billion. These contracts mature in February 2020. Our current interest rate swap contracts designated in cash flow hedging relationships effectively convert the interest payable on $2.5 billion of variable rate debt into fixed rate debt, at a weighted-average rate of approximately 2.25%.
As of September 30, 2015, we had three interest rate swap contracts not designated as hedges (“nondesignated instruments”). These contracts mature in June 2016. Two of these interest rate swap contracts were originally designated in cash flow hedging relationships, but we ceased applying cash flow hedge accounting as a result of refinancing the senior secured credit facilities. Subsequent to the discontinuation of cash flow hedge accounting, those interest rate swap contracts are marked to market, with the change in fair value recorded directly in earnings. The unrealized gain/loss up to the point cash flow hedge accounting was discontinued is being amortized from AOCL into earnings. The third nondesignated instrument (“reverse swap”) was entered into to offset the effect of the other nondesignated instruments. The effective notional amount of these three instruments is zero. The first two nondesignated instruments have a combined notional amount of $1.25 billion and pay fixed interest and receive floating interest, while the reverse swap has a notional amount of $1.25 billion and receives an offsetting amount of floating interest while paying fixed interest.
Other
General
Based on our current level of operations, planned capital expenditures and major contractual obligations, we believe that our cash flow from operations, together with available cash and availability under our senior secured revolving credit facility and the revolving component of our accounts receivable sale facility will provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital expenditures for a period that includes at least the next year.
Acquisitions
We continue to explore acquisition and joint venture opportunities to complement and capitalize on our existing business and management. The purchase price for any future acquisitions and investments in joint ventures may be paid with cash derived from operating cash flow, proceeds available under our senior secured revolving credit facility, proceeds from future debt offerings or any combination thereof.
 
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Contractual Obligations
Below is a summary of our major contractual payment obligations as of December 31, 2014:
Major Contractual Obligations
As of December 31, 2014
Payments Due By Period

 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	Thereafter	 	 	TOTAL	 	
 	 	(in thousands)	 	
Senior notes (a)	 	$	—	  	 	$	—	  	 	$	—	  	 	$	—	  	 	$	1,200,000	  	 	$	3,372,900	  	 	$	4,572,900	  	
Bank senior secured term loans (a)	 	 	45,800	  	 	 	46,300	  	 	 	46,300	  	 	 	46,300	  	 	 	46,300	  	 	 	4,339,600	  	 	 	4,570,600	  	
Televisa convertible debentures (a)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,125,000	  	 	 	1,125,000	  	
Interest on fixed rate debt (b)	 	 	338,400	  	 	 	338,400	  	 	 	338,400	  	 	 	338,400	  	 	 	297,100	  	 	 	613,500	  	 	 	2,264,200	  	
Interest on variable rate debt (c)	 	 	186,500	  	 	 	198,900	  	 	 	227,800	  	 	 	237,300	  	 	 	240,400	  	 	 	40,100	  	 	 	1,131,000	  	
Operating leases	 	 	32,100	  	 	 	28,500	  	 	 	29,500	  	 	 	28,500	  	 	 	19,600	  	 	 	165,200	  	 	 	303,400	  	
Capital leases (d)	 	 	9,500	  	 	 	9,500	  	 	 	9,400	  	 	 	9,100	  	 	 	8,300	  	 	 	94,900	  	 	 	140,700	  	
Accounts receivable facility (e)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	100,000	  	 	 	—	  	 	 	—	  	 	 	100,000	  	
Programming (f)	 	 	182,300	  	 	 	128,600	  	 	 	111,200	  	 	 	57,800	  	 	 	44,800	  	 	 	76,000	  	 	 	600,700	  	
Contributions to investments	 	 	2,500	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	2,500	  	
Research tools	 	 	81,200	  	 	 	79,700	  	 	 	68,600	  	 	 	70,900	  	 	 	2,100	  	 	 	4,300	  	 	 	306,800	  	
Music license fees	 	 	1,300	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,300	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	$	879,600	  	 	$	829,900	  	 	$	831,200	  	 	$	888,300	  	 	$	1,858,600	  	 	$	9,831,500	  	 	$	15,119,100	  	

(a)	Amounts represent the principal amount and are not necessarily the balance of our debt, which include discount and premium amounts. Amounts do not give pro forma effect to (i) the issuance of $1,250.0 million in aggregate principal amount of senior notes on February 19, 2015, (ii) the purchase and redemption of the $1,200.0 million in aggregate principal amount of 6.875% senior secured notes due 2019 (the “2019 notes”) outstanding as of December 31, 2014, (iii) the issuance of $810.0 million in aggregate principal amount of additional 2025 notes on April 21, 2015, (iv) the purchase and redemption of the $750.0 million in aggregate principal amount of 2020 notes outstanding as of December 31, 2014, and (v) the exchange of Televisa’s convertible debentures for the Televisa Warrants.	
(b)	Amounts represent anticipated cash interest payments related to our fixed rate debt, which includes the senior notes and Televisa convertible debentures. Amounts do not give pro forma effect to (i) the issuance of $1,250.0 million in aggregate principal amount of senior notes on February 19, 2015, (ii) the purchase and redemption of the $1,200.0 million in aggregate principal amount of 2019 notes outstanding as of December 31, 2014, (iii) the issuance of $810.0 million in aggregate principal amount of additional 2025 notes on April 21, 2015, (iv) the purchase and redemption of the $750.0 million in aggregate principal amount of 2020 notes outstanding as of December 31, 2014, 2015, and (v) the exchange of Televisa’s convertible debentures for the Televisa Warrants.	
(c)	Amounts represent anticipated cash interest payments related to our variable rate debt, which includes the bank senior secured term loans and the accounts receivable facility. Interest on these debt instruments is calculated as one-month LIBOR plus an applicable margin. To estimate the future interest payments, we adjusted the debt principal balances based on contractual reductions in debt and utilized the one-month forward LIBOR curve as of December 31, 2014.	
 
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(d)	Amounts are based on anticipated cash payments. See Note 16 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus for reconciliation to the capital lease obligations recognized on our balance sheet as of December 31, 2014.	
(e)	Amounts reflect our accounts receivable sale facility which matures in 2018. The outstanding balance is classified as current debt due to the revolving nature of the facility.	
(f)	Amounts exclude the license fees that will be paid in accordance with the Televisa PLA and the amended Venevision PLA.	
Our tax liability for uncertain tax positions as of December 31, 2014 is $18.1 million, including $3.6 million of accrued interest and penalties. Until formal resolutions are reached between us and the tax authorities, the timing and amount of a possible settlement for uncertain tax benefits is not determinable. Therefore, the obligation is not included in the table of major contractual obligations above. See Note 14 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.
Off-Balance Sheet Arrangements
As of September 30, 2015 and December 31, 2014, we do not have any off-balance sheet transactions, arrangements or obligations (including contingent obligations) that would have a material effect on our results of operations.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to fluctuations in interest rates. Our primary interest rate exposure results from short-term interest rates applicable to our variable interest rate loans. To partially mitigate this risk, we have entered into interest rate swap contracts. As of September 30, 2015 and December 31, 2014, we had approximately $2.0 billion in principal amount in variable interest rate loans outstanding in which our exposure to variable interest rates is not limited by interest rate swap contracts. As of both September 30, 2015 and December 31, 2014, a hypothetical change of 10% in the floating interest rate that we receive would result in a change to interest expense of less than approximately $0.1 million on pre-tax earnings and pre-tax cash flows over a one-year period related to the borrowings in excess of the hedged contracts. See “—Debt and Financing Transactions—Interest Rate Swaps.”
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP . The preparation of these consolidated financial statements require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. These estimates, assumptions and judgments are based on our historical experience, terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers/partners and information available from other outside sources, as appropriate. However, they are subject to an inherent degree of uncertainty. As a result, our actual results in these areas may differ significantly from these estimates. We believe that the following critical accounting policies are critical to an understanding of our financial condition and results of operations and require the most significant judgments and estimates used in the preparation of our consolidated financial statements and changes in these judgments and estimates may impact future results of operations and financial condition.
Revenue Recognition
Revenue is comprised of gross revenues from the Media Networks and Radio segments, including advertising revenue, subscriber fees, content licensing revenue, sales commissions on national advertising aired on Univision and UniMás affiliated television stations, less agency commissions and volume and prompt
 
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payment discounts. Media Networks television and Radio station advertising revenues are recognized when advertising spots are aired and performance guarantees, if any, are achieved. The achievement of performance guarantees is based on audience ratings from an independent research company. Subscriber fees received from cable and satellite MVPDs are recognized as revenue in the period that services are provided. The digital platform recognizes revenue primarily from video and display advertising, subscriber fees where digital content is provided on an authenticated basis, digital content licensing and sponsorship advertisement revenue. Video and display advertising revenue is recognized as “impressions” are delivered and sponsorship revenue is recognized ratably over the contract period and as performance guarantees, if any, are achieved. “Impressions” are defined as the number of times that an advertisement appears in pages viewed by users of our Internet properties. We view the licensing of digital content as a separate earnings process and content licensing revenue is recognized when the content is delivered, all related obligations have been satisfied and all other revenue recognition criteria have been met. All revenue is recognized only when collection of the resulting receivable is reasonably assured.
We have certain contractual commitments, with Televisa and others, to provide a future annual guaranteed amount of advertising and promotion time. The obligation associated with each of these commitments was recorded as deferred revenue at an amount equal to the fair value of the advertising and promotion time as of the date of the agreements providing for these commitments. Deferred revenue is earned and revenue is recognized as the related advertising and promotion time is provided. For the nine months ended September 30, 2015 and 2014, we recognized revenue of $44.9 million and $45.2 million, respectively, related to these commitments. Our deferred revenue, which is primarily related to the commitments with Televisa, resulted in revenue of $60.1 million, $67.8 million and $83.7 million respectively, for the years ended December 31, 2014, 2013 and 2012. Pursuant to the Televisa PLA, we will have the right, on an annual basis, to reduce the minimum amount of advertising we have to provide to Televisa by up to 20% for our use to sell advertising or satisfy ratings guarantees to certain advertisers. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 7 to our unaudited consolidated financial statements for the nine months ended September 30, 2015 included elsewhere in this prospectus.
Accounting for Goodwill, Other Intangibles and Long-Lived Assets
Goodwill and other intangible assets with indefinite lives are tested annually for impairment on October 1 or more frequently if circumstances indicate a possible impairment exists.
We have the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment determines that it is more likely than not that the fair value of each reporting unit is more than its carrying amount, then we conclude that goodwill is not impaired. If we do not choose to perform the qualitative assessment, or if the qualitative assessment determines that it is more likely than not that the fair value of each reporting unit is less than its carrying amount, then we proceed to the first step of the two-step quantitative goodwill impairment test.
If a quantitative test is performed for goodwill, the estimated fair value of the reporting unit is compared to its carrying value, including goodwill (the “Step 1 Test”). In the Step 1 Test, we estimate the fair value of our reporting units using a combination of discounted cash flows and market-based valuation methodologies. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples and the amount and timing of expected future cash flows. The cash flows employed in the valuation analysis are based on our best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. The fair value of each reporting unit is classified as a Level 3 measurement. There is no assurance that actual results in the future will approximate these forecasts. If the calculated fair value is less than the current carrying value, impairment of the reporting unit goodwill may exist.
When the Step 1 Test indicates potential impairment, a second test is required to measure the impairment loss (the “Step 2 Test”). In the Step 2 Test, we will calculate an implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in a manner similar to how goodwill is calculated in a
 
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business combination, where the fair value of each reporting unit is allocated to all of the assets and liabilities of the reporting unit with any residual value being allocated to goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill assigned to the reporting unit, the excess amount is recorded as an impairment charge. An impairment charge cannot exceed the carrying value of goodwill assigned to a reporting unit, but may indicate that certain long-lived and intangible assets associated with the reporting unit may require additional impairment testing.
If a qualitative assessment is performed for goodwill, we consider relevant events and circumstances that could affect a reporting unit’s fair value. Considerations may include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and entity-specific events, business plans, and strategy. We consider the same key assumptions that would have been used in a quantitative test. We consider the totality of these events, in the context of the reporting unit, and determine if it is more likely than not that the fair value of each reporting unit is less than its carrying amount.
We also have indefinite-lived intangible assets, such as trade names and television and radio broadcast licenses. We have the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test.
If the qualitative assessment determines that it is more likely than not that the fair value of the intangible asset is more than its carrying amount, then we conclude that the intangible asset is not impaired. If we do not choose to perform the qualitative assessment, or if the qualitative assessment determines that it is more likely than not that the fair value of the intangible asset is less than its carrying amount, then we calculate the fair value of the intangible asset and compare it to the corresponding carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess carrying value over the fair value.
If a quantitative test is performed, we will calculate the fair value of the intangible assets. The fair value of the television and radio broadcast licenses is determined using the direct valuation method, for which the key assumptions are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. For trade names, we assess recoverability by utilizing the relief from royalty method to determine the estimated fair value. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates. The fair value of the intangible assets is classified as a Level 3 measurement. When a qualitative test is performed, we consider the same key assumptions that would have been used in a quantitative test to determine if these factors would negatively affect the fair value of the intangible assets.
Univision Network and UniMás network programming is broadcast on our television stations. FCC broadcast licenses associated with the Univision Network and UniMás stations are tested for impairment at their respective network level. Broadcast licenses for television stations that are not dependent on network programming are tested for impairment at the local market level. Radio broadcast licenses are tested for impairment at the local market level.
Long-lived assets, such as property and equipment, intangible assets with definite lives and program right prepayments are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
 
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Program and Sports Rights for Television Broadcast
Televisa and Venevision provide our two broadcast television networks ( Univision and UniMás ) and nine of our cable offerings ( Galavisión , De Película , De Película Clásico , Bandamax , Ritmoson , Telehit , Univision tlnovelas , Univision Deportes and ForoTV ) with a substantial amount of programming. Effective December 20, 2010, Televisa made a substantial investment in our business and entered into a revised program license agreement with us, amending the program license agreement then in effect. The 2011 Televisa PLA, the Televisa PLA and all other agreements with Televisa are related-party transactions following December 20, 2010. See Note 8 to our audited consolidated financial statements for the year ended December 31, 2014 and Note 7 to our unaudited consolidated financial statements for the nine months ended September 30, 2015. In December 2014, we entered into a binding term sheet to, among other things, amend the Venevision PLA to eliminate Venevision’s obligation to provide a minimum number of hours of programming per year.
We acquire rights to programming to exhibit on our broadcast and cable networks. Costs incurred to acquire television programs are capitalized when (i) the cost of the programming is reasonably determined, (ii) the programming has been accepted in accordance with the terms of the agreement, (iii) the programming is available for its first showing or telecast and (iv) the license period has commenced. Costs incurred in connection with the production of or purchase of rights to programs that are available and scheduled to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast beyond a one-year period are considered non-current. Program rights and prepayments on our balance sheet are subject to regular recoverability assessments.
The costs of programming rights for television shows, novelas and movies licensed under programming agreements are capitalized and classified as programming prepayments if the rights payments are made before the related economic benefit has been received. Program rights for television shows and movies are amortized over the program’s life, which is the period in which an economic benefit is expected to be generated, based on the estimated relative value of each broadcast of the program over the program’s life. Program costs are charged to operating expense as the programs are broadcast.
The costs of programming rights licensed under multi-year sports programming agreements are capitalized and classified as programming prepayments if the rights payments are made before the related economic benefit has been received. Program rights for multi-year sports programming arrangements are amortized over the license period based on the ratio of current-period direct revenues to estimated remaining total direct revenues over the remaining contract period. Program costs are charged to operating expense as the programs are broadcast.
The accounting for program rights and prepayments requires judgment, particularly in the process of estimating the revenues to be earned over the life of the contract and total costs to be incurred (“ultimate revenues”). These judgments are used in determining the amortization of, and any necessary impairment of, capitalized costs. Estimated revenues are based on factors such as historical performance of similar programs, actual and forecasted ratings and the genre of the program. Such measurements are classified as Level 3 within the fair value hierarchy as key inputs used to value program and sports rights include ratings and undiscounted cash flows. If planned usage patterns or estimated relative values by year were to change significantly, amortization of our rights costs may be accelerated or slowed. See further discussion regarding the review of program rights prepayments for impairment above in “—Accounting for Goodwill, Other Intangibles and Long-Lived Assets.”
Share-Based Compensation
Compensation expense relating to share-based payments is recognized in earnings using a fair-value measurement method. We use the straight-line attribution method of recognizing compensation expense over the vesting period. The estimated fair value of employee awards is expensed on a straight-line basis over the period from grant date to remaining requisite service period which is generally the vesting period. The fair value of each new stock option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Restricted stock units classified as liability awards are measured at fair value at the end of each reporting period until vested. The fair value of equity units awarded to non-employees, including units issued under our consulting arrangement, is estimated as the units vest using a Monte Carlo simulation analysis.
 
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Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The future realization of deferred tax assets depends on the existence of sufficient taxable income of the appropriate character in either the carry back or carry forward period under the tax law for the deferred tax asset. Our net operating loss carryforwards for federal income tax purposes will begin to expire in 2027-2034. Our various state net operating loss carryforwards will begin to expire in 2015-2034. In a situation where the net operating losses are more likely than not to expire prior to being utilized we have established the appropriate valuation allowance. If estimates of future taxable income during the net operating loss carryforward period are reduced, the realization of the deferred tax assets may be impacted. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We recognize interest and penalties, if any, related to uncertain income tax positions in income tax expense. There is considerable judgment involved in assessing whether deferred tax assets will be realized and in determining whether positions taken on our tax returns are more likely than not of being sustained.
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, which amended Accounting Standards Codification (“ASC”) 405, Liabilities . The amendments provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation (within the scope of this guidance) is fixed at the reporting date. Examples of obligations within the scope of ASU 2013-04 include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. We adopted ASU 2013-04 during the first quarter of 2014. The adoption of ASU 2013-04 did not have a significant impact on our consolidated financial statements or disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606). The amendments provide guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The FASB has proposed a one year delay of ASU 2014-09 implementation. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements and disclosures.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (ASC 835) and in August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . These ASUs provide guidance on the presentation of debt issuance costs as a direct deduction from the carrying amount of the debt liability. The presentation and subsequent measurement of debt issuance costs associated with lines of credit, may be presented as an asset and amortized ratably over the term of the line of credit arrangement, regardless of whether there are outstanding borrowings on the arrangement. The recognition and measurement guidance for debt issuance costs are not affected by these ASUs. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of these ASUs will not have a significant impact on the Company’s consolidated financial statements or disclosures.
 
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 BUSINESS
Overview
Univision is the leading media company serving Hispanic America. We produce and deliver content across multiple media platforms to inform, entertain, and empower Hispanic America. We have an over 50 year multi-generational relationship with our audience and are the most recognized and trusted brand in Hispanic America. We earned the highest brand equity score among U.S. media brands in a brand equity research study conducted by Burke in 2015. We reach over 49 million unduplicated media consumers monthly and our commitment to high-quality, culturally-relevant programming combined with our multi-platform media properties has enabled us to become the #1 destination for entertainment, sports events, and news among U.S. Hispanics. Our flagship network, Univision Network , has been the most-watched U.S. Spanish-language broadcast network since its ratings were first measured by Nielsen in 1992. We have a strategic relationship with Televisa, the largest media company in the Spanish-speaking world and a top programming producer, for exclusive, long-term access to its premium entertainment and sports content in the U.S.
We serve a young, digitally savvy and socially engaged community. U.S. Hispanics are the youngest major demographic as of 2013, have experienced the largest growth as of 2012 and have rapidly growing buying power as of February 2014. Marketers are increasingly targeting Hispanic America and its expanding economic, cultural and political influence. We own the leading and growing portfolio of Spanish-language media platforms in the U.S. across broadcast and cable television, digital and radio, enhancing our value to both our distribution and marketing partners as the gateway to Hispanic America. Our local television and radio stations are among the leading stations in their markets, regardless of language, and provide us with a unique ability to connect with our audiences and target advertisers at the local level. Our “must-see” content coupled with our ownership of local television stations allows us to maximize subscription fees from MVPDs, and to benefit from the largest broadcast spectrum portfolio of any broadcaster in the U.S. as measured by MHz-Pops according to data from BIA/Kelsey. We believe we are well-positioned for growth and have the opportunity to continue to expand our audience and to monetize our attractive audience demographics, leading content across multiple platforms and spectrum assets.
Hispanic America continues to be a highly attractive audience demographic, exhibiting strong growth and economic and political influence in the U.S., representing:
 
 	•	 	57 million people as of December 2014, growing to an estimated 77 million by 2030;	
 
 	•	 	$1.3 trillion of buying power in 2014, projected to grow to $1.7 trillion by 2019;	
 
 	•	 	40% of projected new U.S. household formation from 2015 to 2025;	
 
 	•	 	approximately 75% of expected U.S. employment growth from 2020 to 2034;	
 
 	•	 	the youngest major demographic in the U.S. as of 2013 with 60% of the U.S. Hispanic population projected to be 34 or younger in 2015; and	
 
 	•	 	a registered voter base of 15.7 million U.S. Hispanics, which is approximately 10% of the total voter base as of March 2015, up 14% from 2012 as compared to a 3% increase for non-Hispanic voters over the same period.	
We operate our business through two segments: Media Networks and Radio
 
 	•	 	Media Networks: Our principal segment is Media Networks, which includes our broadcast and cable networks, local television stations, and digital and mobile properties. We operate two broadcast television networks. Univision Network is the most-watched broadcast television network among U.S. Hispanics, available in approximately 93% of U.S. Hispanic television households. UniMás is among the leading Spanish-language broadcast television networks. In addition, we operate nine cable networks, including the two most-watched U.S. Spanish-language cable networks, Univision Deportes and Galavisión . We own and operate 59 local television stations, including stations located in the largest markets in the U.S., which represent the largest number of owned and operated local television	
 
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 	stations among the major U.S. broadcast networks. In addition, we provide programming to 74 broadcast network station affiliates. Our digital properties include an array of websites and apps, which generate, on average, 571 million page views per month. Univision.com is our flagship digital property and is the #1 most visited Spanish-language website among U.S. Hispanics. UVideos is our bilingual digital video network providing on-demand delivery of our programming across multiple devices. Our Media Networks segment accounted for approximately 90% of our revenues in 2014.	
 
 	•	 	Radio: We have the largest Spanish-language radio group in the U.S. and our stations are frequently ranked #1 or #2 among Spanish-language stations in many major markets. We own and operate 67 radio stations including stations in 16 of the top 25 DMAs. Our radio stations reach over 15 million listeners per week and cover approximately 75% of the U.S. Hispanic population. Our Radio segment also includes Uforia , a comprehensive digital music platform, which includes more than 54 live radio stations and a library of more than 20 million songs. Our Radio segment accounted for approximately 10% of our revenues in 2014.	
We have a long standing strategic relationship with Televisa, which owns a significant equity interest in us. Under the Televisa PLA, we have exclusive long-term U.S. broadcast and digital rights (with limited exceptions) to Televisa’s programming, including premium Spanish-language telenovelas, sports, sitcoms, reality series, news programming, and feature films. In 2014, Televisa produced over 94,000 hours of programming. Our long-term collaborative relationship with Televisa provides us with the opportunity to take advantage of the demands of our target demographic, and access to digital media, telenovelas and the broadcast of additional Mexican soccer league games. We utilize this programming to help establish new cable networks and digital platforms. Upon consummation of this offering, the term of the Televisa PLA will continue until the later of 2030 or 7.5 years after a Televisa Sell-Down, unless certain change of control events happen, in which case the Televisa PLA will expire on the later of 2025 or 7.5 years after a Televisa Sell-Down. See “Summary—Our Relationship with Televisa.”
We are led by a seasoned executive management team with deep industry knowledge. Mr. Falco has served as our President and Chief Executive Officer since 2011. Under Mr. Falco’s leadership, we have fortified our unique relationship with Hispanic America, expanded our portfolio of cable networks and built our digital and mobile platforms. We have grown our Adjusted OIBDA (as further described in “Summary—Summary Historical Financial and Other Data”) by approximately 30% since 2011 and maintained a stable cost structure enabling us to generate free cash flow and reinvest in our business. Under our management team and through our strategic relationship with Televisa, we have continued our transformation from a single broadcast network into the leading media company serving Hispanic America.
We generate revenue from advertising on our media networks and radio stations as well as subscription fees, which include retransmission and affiliate fees, paid by our distribution partners. We expect our advertising revenue growth to continue to outperform our English-language media peers and our recurring subscription fees to make up an increasingly larger percentage of our total revenue. For the years ended December 31, 2012, 2013, and 2014 we generated revenue of $2.4 billion, $2.6 billion and $2.9 billion; Adjusted OIBDA of $0.9 billion, $1.1 billion, and $1.2 billion; Adjusted Free Cash Flow (as defined in “Summary—Summary Historical Financial and Other Data”) of $69.7 million, $(92.4) million and $335.6 million; and a net loss of $14.4 million, net income of $216.0 million, and net income of $0.9 million, respectively. For the nine months ended September 30, 2015, we generated revenue of $2,122.5 million, Adjusted OIBDA of $976.6 million, Adjusted Free Cash Flow of $344.7 million and a net loss of $16.6 million.
The Hispanic America Market Opportunity
Our market opportunity is driven by highly attractive trends within Hispanic America and the power of “must-see” content in today’s media landscape.
 
 	•	 	Hispanic population growth and increased buying power.	
There are approximately 57 million U.S. Hispanics representing 18% of the total U.S. population. U.S. Hispanics have experienced the largest growth of any group in the U.S. in recent years, accounting
 
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for approximately half of the growth of the total population from 2010 to 2014. By 2030, it is estimated that there will be over 77 million U.S. Hispanics, representing nearly 22% of the total U.S. population. The estimated buying power of U.S. Hispanics is projected to increase from $1.3 trillion in 2014 to $1.7 trillion by 2019. In addition, U.S. Hispanics are expected to account for 40% of employment growth in the U.S. from 2015 to 2020.
 
 	•	 	U.S. Hispanics’ preference for Spanish-language content.	
Spanish is the primary language in the homes of most U.S. Hispanics and the number of U.S. Hispanics who speak Spanish in the home is projected to increase from 37 million in 2014 to 55 million by 2034. U.S. Hispanics speaking Spanish in the home are estimated to comprise approximately 65% of the U.S. Hispanic population by 2034. U.S. Hispanics exhibit a strong preference to watch television in their native language. Between 2001 and 2014, the percentage of Spanish-speaking U.S. Hispanic households consuming Spanish-language television rose from 65% to 70%. Over the same period, the percentage of bilingual U.S. Hispanic households consuming Spanish-language television also increased from 36% to 46%. On account of these trends, we believe advertisers and media distributors will increasingly seek to reach U.S. Hispanics through Spanish-language media platforms.
 
 	•	 	Attractive advertising market dynamics of Hispanic America.	
We believe Hispanic America is an attractive demographic for advertisers as a result of the growing population and increased buying power of U.S. Hispanics and that advertisers will continue to increase the amount they spend on Spanish-language advertising targeting U.S. Hispanic consumers. Based on a 2014 Nielsen brand effectiveness study, ads on Spanish-language broadcasts had a higher brand likability score among U.S. Hispanics than ads for the same brand on English-language broadcasts. In addition, the U.S. Hispanic demographic is growing in size and political importance, representing approximately 10% of the total voter base as of March 2015, up 14% from 2012 as compared to a 3% increase for non-Hispanic voters over the same period. With approximately 800,000 U.S. Hispanics turning 18 each year, it is estimated that by 2016, approximately 28 million U.S. Hispanics will be eligible to vote. We believe these trends will result in increased spending on political/advocacy advertising targeted at Hispanic America. While U.S. Hispanic households represented approximately 10% of the total U.S. disposable income, spending in Spanish-language media was only approximately 5% of total advertising in 2014 based on Kantar Media Intelligence. We believe the difference between disposable income and advertising spend is the result of a lower number of advertisers targeting U.S. Hispanics as compared to those that target the overall U.S. population and lower prices for Spanish-language advertising as compared to English-language advertising. Given the market dynamics of this audience, we believe advertisers will allocate a higher proportion of their advertising dollars targeting Hispanic America as they gain a better understanding of the importance and influence of this audience.
 
 	•	 	Hispanic pay-TV penetration growth.	
U.S. Hispanic pay-TV subscribers are expected to continue to grow significantly, driven by the rapid growth in U.S. Hispanic households and historic trends of pay-TV adoption among U.S. Hispanics. In fact, U.S. Hispanic pay-TV subscribers increased nearly 25% from 2008 to 2014, approximately five times greater than the increase in overall U.S. pay-TV subscribers during the same period. This growth also significantly outpaced the U.S. Hispanic television household growth, signaling an increase in demand for pay-TV subscriptions among Hispanic households. As of 2014, 81.5% of U.S. Hispanic households were pay-TV subscribers. It is estimated that between 2014 and 2018 the number of U.S Hispanic pay-TV subscribers will grow approximately 12% as compared to a 2% decline in non-Hispanic pay-TV subscribers over the same period. We believe Hispanic pay-TV penetration growth will continue to drive increasing subscription fees for Spanish-language media networks from MVPDs.
 
 	•	 	Favorable media industry dynamics, subscription fee growth and media consumption trends.	
We believe “must-see” content delivered at scale is particularly important in today’s fragmented media environment. Content providers delivering large and loyal audiences who prefer live “event” viewing
 
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have the ability to generate increased demand and drive growth in advertising revenue and subscription fees (including retransmission and affiliate fees) from MVPDs. Over the next few years, retransmission revenues for the top four English-language broadcast networks are projected to grow on a percentage basis in the low twenties annually and affiliate fees for the top cable networks are projected to grow on a percentage basis in the high single digits annually. We believe that networks with “must-see” content should capture a disproportionate share of the projected increases in subscription fees.
Media consumption trends are shifting as audiences use media across multiple platforms. Content providers are responding by making their content more broadly available on digital platforms, particularly targeting the millennial audiences who are increasingly seeking to consume content online via smartphones and tablets. The delivery of content on multiple platforms continues to be particularly attractive to Hispanic America. U.S. Hispanics are nearly 10 years younger than the national average of non-Hispanics, they are highly connected (with approximately 72% owning a smartphone which is higher than the rate among the overall U.S. population) and technologically proficient (as reflected by the higher per user rate of consumption of digital video among U.S. Hispanics as compared to the overall U.S. population). Additionally, U.S. Hispanics are twice as likely to either share content or click on shared content on social media as non-Hispanics. We believe that established content providers delivering media across multiple platforms are well-positioned to benefit from these shifting media consumptions trends, particularly with respect to younger consumers.
Our Competitive Strengths
 
 	•	 	Trusted brand that fosters unique and deep relationship with the Hispanic audience.	
We have an over 50 year multi-generational relationship with Hispanic America. We earned the highest brand equity score among U.S. media brands in a brand equity research study conducted by Burke in 2015 and our score ranked us among the top-tier global brands. In addition, in terms of viewership, we have a 57% share among U.S. Hispanics based on the combined television ratings for us and the four largest English-language networks. Additionally, Univision had 12 of the top 20 primetime programs across U.S. Hispanic viewing audiences during the last television season. We believe the strength of our brand combined with our “must-see” Spanish and English-language content enables us to sustain our leading position and offer the platform of choice for marketers seeking to connect with Hispanic America. Our brand and our large footprint of owned and operated local television and radio stations also enable us to inform, empower and serve as a vital resource for important civic, cultural and political information in the national and local communities that we serve. We also work with community-based organizations, government agencies and corporate sponsors to empower U.S. Hispanics and provide access to vital information and resources. From citizenship and voter registration to education, health and personal finance, we support causes that matter to Hispanic America. The effectiveness of our brand has been instrumental in enabling us to launch our media brand extensions across multiple platforms, as well as new products, services and events. In 2014, we enrolled over 3.4 million consumers to our branded products and services that are available in more than 70,000 retail outlets and over 4.6 million people attended our consumer and empowerment events.
 
 	•	 	Leader in Hispanic media with extensive multi-platform distribution.	
We are the leading media company serving Hispanic America and we align our television, radio and digital presence to deliver a Univision branded experience across multiple platforms. Our total unduplicated average monthly audience across our television, radio and digital platforms grew 11% from 2013 to 2014 and we reached over 49 million unduplicated media consumers monthly as of September 2015. Our audience and multi-platform distribution network position us as the premier gateway to Hispanic America for advertisers and media distributors. Univision Network is the most-watched broadcast television network among U.S. Hispanics, consistently ranked first among U.S. Hispanic viewers. Additionally, our average primetime television viewer is 41 years old as compared to an average age of 54 for the top four English-language broadcast networks. We own the leading U.S. Spanish-
 
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language general entertainment cable network Galavisión , which is available in approximately 68 million households, and we successfully launched our sports network, Univision Deportes . We have long operated the largest Spanish-language television station group in the U.S. with 59 owned and operated local stations. Our television stations are ranked first in total day and primetime among Spanish-language stations in 15 of 17 DMAs and 14 of 17 DMAs, respectively, in which we own and operate stations and for which such data is available. We also own the #1 U.S. Hispanic online platform, which includes Univision.com , the most visited Spanish-language website among U.S. Hispanics. We averaged 29 million video views a month across our online, mobile and apps platforms. Among our social media platforms, we generated organic growth across Facebook, Instagram and Twitter of over 550% since the beginning of 2013. Our radio business has long been the #1 Hispanic radio network in the U.S. with 62 stations in 16 of the top 25 DMAs and we promote key programming events on our other platforms to our radio audience. Our advertising sales strategy is focused on offering advertising solutions across our local TV stations, radio stations and online and mobile websites, allowing us to deliver more effective and integrated solutions to our audiences and advertising partners.
 
 	•	 	Access to highly differentiated content with a low risk and scalable cost structure.	
Our strategic relationship with Televisa gives us exclusive long-term U.S. broadcast and digital rights (with limited exceptions) to Televisa’s programming, including premium Spanish-language telenovelas, sports, sitcoms, reality series, news programming, and feature films. This content is critical to our ability to provide “must-see” programming and results in, excluding sports and special events, 92% of our audience consuming our content live as compared to an average of 54% of the audience of the top four English-language broadcast networks. Additionally, 95% of our audience does not change channels during commercial breaks as compared to 81% of the audience for the top four English-language broadcast networks. The Televisa PLA also provides important predictability on our content costs and creates a scalable cost structure as we pay Televisa a fee based on a percentage of our revenue generated by our Spanish-language media networks business. We believe the Televisa PLA reduces the risks associated with procuring and developing premium content, since it limits our failure costs as we are able to select popular content previously aired in Mexico and Latin America. We can also cease airing unsuccessful programs without paying incrementally for unused episodes. Under the Televisa PLA, we can also utilize this programming to help launch new cable networks and digital platforms.
 
 	•	 	Well-positioned to benefit from media industry trends.	
We believe the combination of our exclusive, “must-see” content delivered across all of our media platforms to our audience anytime and anywhere and our track record of innovation and investment, positions us to take advantage of prevailing media industry trends. Our strong brand equity and loyal audience allows us to successfully launch new products and introduce emerging platforms. We have been successful in obtaining significant distribution for the recently launched Univision Deportes and UVideos as well as our English-language cable networks El Rey and Fusion , which have been developed through our strategic relationships with filmmaker Robert Rodriguez and Disney, respectively. Our integrated, cross-platform solutions allow advertisers to reach U.S. Hispanics at scale and on all devices. Our strong relationships with our distribution partners enable us to expand our distribution footprint and drive increased subscription revenues. Ultimately, we believe that we are well-positioned to continue to capture a significant share of the economic value chain, including subscription fees, revenues from digital properties and other emerging channels.
 
 	•	 	Attractive and resilient business model with compelling long-term cash flow generation.	
We have a proven track record of driving revenue growth while maintaining attractive operating margins and generating significant cash flow. Our revenue growth coupled with our focus on operational efficiency has provided us with strong cash flows that have allowed us to continue to invest and drive future growth. Our television ratings have historically remained strong relative to the market, our advertising revenues have continued to increase and our business has demonstrated resilience throughout recent economic cycles. We believe U.S. Hispanics are underserved by advertisers, leading
 
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to brand, volume and pricing gaps as compared to the top four English-language broadcast networks. We believe this is part of the reason we have demonstrated resiliency during recent economic cycles and ratings fluctuations, as we have been able to narrow those gaps and, as a result, our advertising revenues have increased during the three year period ended December 31, 2014, while the average advertising revenues of the top four English-language broadcast networks have declined over the same period. Because the proportionate share of advertising spend targeting U.S. Hispanics continues to be low as compared to the disposable income of U.S. Hispanics, we believe these gaps will continue to narrow in the future. This is expected to have a positive impact on our advertising revenues. In addition to our advertising revenue, we anticipate that our “must-see” content and audience will increase our recurring subscription revenues paid to us by MVPDs resulting in an increased proportion of our revenue governed by long-term distribution contracts, which will positively impact our profitability and improve our visibility into future revenue. We have also maintained a stable cost structure and our strategic relationship with Televisa has provided access to compelling content under a low-risk, scalable cost structure. Our cash flow potential is further enhanced because we have approximately $1.6 billion in net operating loss carryforwards that provide for favorable tax attributes and a re- aligned balance sheet with lower borrowing costs as a result of repaying a portion of our outstanding debt with proceeds from this offering.
 
 	•	 	Experienced management team with proven industry expertise.	
Our President and Chief Executive Officer Randy Falco has led our company since 2011. Mr. Falco and his management team are highly experienced with deep industry knowledge. Under their leadership, we have fortified our brand with Hispanic America, expanded our portfolio of cable networks and built our digital and mobile platforms. Over the same period, we have expanded our total unduplicated average monthly media audience reach by 17% to over 49 million unduplicated media consumers monthly across our platforms as of September 2015. Since 2011, our management team has increased revenue and Adjusted OIBDA by approximately 30% while maintaining a stable cost structure. At the local level, our management team has been focused on ensuring that we remain the “go-to” resource in Hispanic America. Under our management team and through our strategic relationship with Televisa, we have continued our transformation from a single broadcast network into the leading media company serving Hispanic America.
Our Growth Strategies
We believe we are well-positioned for growth and have an opportunity to continue to expand our audience and to monetize our attractive audience demographics, leading content across multiple platforms and our spectrum assets.
 
 	•	 	Grow audience share and extend the reach of the Univision brand.	
We believe we are well-positioned to grow our audience and the reach of our brands by strengthening the bond with our audience and expanding across platforms, languages and brands. We enhance our unique relationship with our audience by ensuring that we are the “go-to” resource anywhere and anytime for Hispanic America. We continue to develop new networks, expand access to our content across multiple platforms and utilize our local reach to offer branded products, services and events that extend beyond our traditional media outlets. We have launched specialized networks in the U.S. targeting specific audience preferences, including sports ( Univision Deportes ), soap operas ( Univision tlnovelas ), legacy entertainment ( Bandamax, Clasico ) and news ( ForoTV ), and have invested in strategic relationships to launch networks targeted at millennials seeking English-language content ( El Rey and Fusion ). We have also recently introduced several Univision branded products and services, including Univision Mobile , a service to provide affordable wireless plans and Univision Farmacia , a leading prescription drug discount program available at more than 49,000 retail outlets. In addition, we continue to expand our digital reach to include numerous mobile applications, digital streaming video services and internet music players and apps to deliver content to Hispanic America online and on-the-go.
 
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 	•	 	Increase recurring subscription revenue.	
We believe we have a meaningful opportunity to capture increased subscription fees from MVPDs. Broadcasters are expected to experience growth in retransmission fees and we are well-positioned to capture an increased share of these growing fees. As we engage in the next iteration of retransmission fee negotiations with MVPDs, we are confident that we will negotiate increased fees because of our loyal audience, our “must-see” content, and our large number of owned and operated local stations and affiliates. Univision Network has 74 station affiliates in 40 markets across the U.S. We offer 24 programming hours daily to our affiliates, which we believe is significantly more than the top four English-language broadcast networks provide to their affiliates, enabling us to retain a higher percentage of the subscription fees that we negotiate on behalf of our local broadcast TV affiliates. We also believe that our differentiated portfolio of cable networks and increasing size of our cable network audience will enable us to capture growth in affiliate fees from MVPDs.
 
 	•	 	Expand share of advertising market.	
We have an opportunity to continue to improve the monetization of advertising across our media platforms. Revenue from media advertising targeting Hispanic America was over $8 billion in 2014, with leading brands having increased their advertising spend targeting this demographic. Growth of the population, buying power and political influence of Hispanic America are driving marketers to increase their focus on this demographic. We believe our platforms offer a compelling way to reach Hispanic America in an effective and trusted manner. Among U.S. Hispanics, brands have stronger likability when advertised on Univision than on English-language broadcasts. Also, we deliver a 71% exclusive audience that does not tune into any other of the top 10 broadcast or cable network as compared to an average 16% exclusive audience among the top four English-language broadcast networks. Excluding sports and special events, we have a 92% live viewing audience as compared to a 54% live viewing audience, on average, for the top four English-language broadcast networks. In addition, the advertising time we air per hour is significantly lower than English-language broadcast networks, suggesting we deliver a less cluttered advertising experience. As a result, we believe we have an opportunity to sell more advertising inventory and increase our advertising pricing across all platforms. We continue to add new brand advertisers every year, reaching more than 495 brands across our national media networks in 2014 representing an increase of 29% since 2009. We believe we can continue to add more brands and improve advertising monetization across our media networks and platforms.
 
 	•	 	Expand our content across digital and mobile products and platforms.	
We continue to be focused on making our Media Networks and Radio content available virtually anywhere and anytime throughout the evolving media landscape. We leverage our existing content across our digital and mobile initiatives to continue to drive growth as audiences consume content and utilize services across an increasing number of platforms. We are focused on continuing to invest and enhance our digital and mobile distribution platforms, including online and mobile properties. Univision.com and UVideos are our key online and mobile distribution platforms and have driven our advertising revenue growth and established our brand online and on-the-go. We recently launched digital ventures La Fabrica , Variety Latino , and Flama and acquired The Root to expand on the offerings of our digital portfolio. We are investing significantly in mobile products and applications, the fastest growing platform for consuming content, particularly among our target audience, resulting in more than doubling our mobile unique visitors across all of our digital properties from March 2014 to September 2015. Our digital distribution also includes subscription streaming services. In February 2015 we entered into an agreement with Sling TV that includes OTT multi-stream rights for live and Video-On-Demand content. We were one of the initial launch partners on Sling TV, demonstrating the “must-see” nature of our content. In addition, we also partnered with DirecTV as its anchor content supplier for its recently launched Spanish-language subscription video service, Yaveo . We expect additional third party streaming services to launch in the future and we believe that our content will be an important part of these offerings.
 
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 	•	 	Evaluate potential monetization of our spectrum assets.	
We hold the most broadcast spectrum of any broadcaster in the U.S. (determined on a MHz-Pops basis) and we hold multiple licenses in most of the largest markets in the U.S. Spectrum is a strategic asset, which we believe has significant option value. With the success of the recent AWS-3 spectrum auction, which generated $45 billion of proceeds, the underlying value of our spectrum is substantial. We believe we have an opportunity to realize significant value from our spectrum assets without adversely affecting our existing networks or stations. As the Broadcast Incentive Auction approaches in 2016, we will consider participating in the auction and monetizing a portion of our spectrum assets. If we participate in the Broadcast Incentive Auction, we will work to ensure that our ability to operate our broadcast business will not be impacted. In most of our largest markets, we believe we can contribute a 6 MHz channel to the auction and combine our Univision and UniMás networks on the other 6 MHz channel, creating a self-sufficient solution. Beyond the upcoming auction, we believe there are a number of additional opportunities to utilize our spectrum to generate significant value. These opportunities include broadcast delivery of mobile video, data, linear networks, and non-linear content direct to consumers or through relationships with our distribution partners and consumer product manufacturers.
Our Businesses
We operate our business through two segments, Media Networks and Radio. The following table sets forth our principal properties:

Media Networks	  		
Broadcast Networks	

	  	 
Univision Network is the #1 Spanish-language broadcast television network in the U.S.	

 	  	 
UniMás is a 24-hour general-interest Spanish-language broadcast network.	
Cable Networks	

	  	Galavisión is the leading Spanish-language cable television network.	

Univision Deportes is the most-watched Spanish-language sports network.	

De Película is a 24-hour Spanish-language cable television network dedicated to movies.	

De Película Clásico is a 24-hour Spanish-language cable television network dedicated to movies of the 1930s, 1940s, 1950s and 1960s.	

Bandamax is a 24-hour Spanish-language cable television network dedicated to music.	

Ritmoson is a 24-hour Spanish-language cable television network dedicated to music videos.	

Telehit is a 24-hour Spanish-language cable television network dedicated to music and general-interest content for youth.	

Univision tlnovelas is a 24-hour Spanish-language cable television network dedicated to telenovelas.	

 	  	 
ForoTV is a 24-hour Spanish-language cable television network dedicated to international news.
 	
Local Stations	  		

 	  	 
We own and operate 59 television stations in the U.S. and Puerto Rico, the largest Spanish-language television station group among the major U.S. broadcast networks.
 	
Digital and Mobile	  		

Univision.com is the #1 most visited Spanish-language website for U.S. Hispanics.	

UVideos is our bilingual digital video network serving Hispanic America.	

 	  	 
Flama is an English-language digital media network dedicated to general entertainment, including comedy, music, lifestyle, sports and documentaries.
 	
	  	The Root is a leading online news, opinion and culture destination for African-Americans.	
 
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Strategic Investments	  		
		
	  	El Rey is a 24-hour English-language cable television network dedicated to general
entertainment targeting young, adult, English-speaking Hispanic audiences.	
		
	  	Fusion is a 24-hour English-language news and lifestyle cable television network and
digital network targeting young English-speaking Hispanics and their peers.	
Radio

 	  	 
Univision Radio is the leading Hispanic radio group in the U.S.	
		
	  	Uforia is a digital music platform featuring multimedia music content.	
Media Networks
Our principal segment is Media Networks, which includes our broadcast and cable television networks, local television stations, and digital and mobile properties.
Broadcast Networks
Univision Network is our flagship network and is the most-watched broadcast television network among U.S. Hispanics, available in approximately 93% of all U.S. Hispanic television households. Univision Network programming primarily consists of entertainment, news and sports. Univision Network also features talent and content familiar to the U.S. Hispanic audience. Univision Network is consistently ranked first among all U.S. Hispanic viewers. Univision Network provides its affiliates with 24 hours per day of Spanish-language programming which includes novelas, reality series and competitions, daily national news shows, entertainment news shows and movies with a primetime schedule of substantially all first-run programming (i.e., no re-runs) throughout the year. As of September 2015, Univision Network was distributed to approximately 94 million households. Univision Network is available in all of our local television markets and is provided to all of our MVPD subscribers.
UniMás (formerly TeleFutura), a 24-hour, general-interest, Spanish-language broadcast network was launched in 2002 and is available in approximately 87% of all U.S. Hispanic television households as of September 2015. UniMás aims to bring a fresh perspective to Spanish-language television and its primetime schedule primarily consists of alternative television series (non-Mexican productions), marquee sports events and movie packages. During the last television season, UniMás delivered more viewers aged 18-49 during primetime than the combined audience of Azteca America, Estrella TV and MundoFox . UniMás offers original Spanish-language movies, primetime Hollywood movies dubbed in Spanish, primetime game shows and sports, including Mexican First Division soccer league games. As of September 2015, UniMás was distributed to approximately 70 million households.
Cable Networks
In addition to our broadcast networks, we have nine cable networks, including Galavisión and Univision Deportes . Galavisión is the leading U.S. Spanish-language general entertainment cable television network. Galavisión is programmed for the modern U.S. Hispanic family with programming featuring reality shows, family dramas, comedies and docufictions. As of September 2015, it was available in approximately 68 million U.S. pay-TV households and more than 10 million, or approximately 70% of U.S. Hispanic households. As of September 2015, Galavisión was available in approximately 35% more U.S. Hispanic homes than its nearest competitor.
Univision Deportes is the most-watched U.S. Spanish-language cable television network. Univision Deportes is dedicated to live broadcasting, debating and analyzing sports. Its portfolio includes sports that we believe the U.S. Hispanic audience is passionate about, including soccer, Formula 1 and boxing. Univision Deportes obtains rights to major soccer tournaments including Gold Cup and the CONCACAF Champions League. As of September 2015, Univision Deportes was available in approximately 46 million U.S. pay-TV households and 7.3 million or approximately 49% of U.S. Hispanic households.
 
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Our other seven cable television offerings are De Película , De Película Clásico , Bandamax , Ritmoson , Telehit , Univision tlnovelas , and ForoTV . These additional cable networks provide a variety of content to balance out our portfolio of programming offerings and expand our reach and frequency of interaction with Hispanic America.
Local Television Stations
We own and operate 59 television stations in 26 markets, which are generally the largest markets in the U.S. Our stations comprise the largest number of owned local television stations among the major U.S. broadcast networks. As of September 30, 2015, our owned television stations consisted of 41 full-power and 18 low-power stations (full power stations operate at a higher power level and serve a larger geographic area than low power stations). We have a longstanding relationship with Entravision, a Spanish language media company, which is our largest local affiliate. Entravision provides us with certain operational services and support to six of our owned stations located in the Boston, Washington, Tampa, Orlando, Albuquerque and Denver DMAs pursuant to joint sales and marketing agreements. All but one of our full-power stations broadcast our programming, and most produce local news and other programming of local importance and cover special events. One of our full-power stations is a MyNetworkTV affiliate. 35 of our full-power stations are located in the top 15 DMAs in terms of number of U.S. Hispanic households. Our full-power stations include three television stations in Puerto Rico.
Our television stations are ranked first in total day and primetime viewing among Spanish-language stations in 15 of 17 DMAs and 14 of 17 DMAs, respectively, in which we own and operate stations and for which audience data is available. In total day viewing, our owned and operated television stations ranked first among all other broadcast stations regardless of language, among adult viewers aged 18-49 in Los Angeles, Houston, Dallas, Phoenix and Fresno, and among adult viewers aged 18-34 in Los Angeles, New York, Houston, Dallas, Phoenix and Fresno.
The following table sets forth certain information for our owned and operated television stations by DMA in the U.S.:

Television (1)	
DMA Rank (2)	 	Market	  	Stations (3)	  	DMA Rank ( 2)	 	Market	 	Stations (3)	
1	 	Los Angeles, CA	  	KMEX Univision 34 KFTR UniMás 46	  	16	 	Philadelphia, PA	 	WUVP Univision 65
WFPA UniMás 28	
						
2	 	New York, NY	  	WXTV Univision 41
WFUT UniMás 68 WFTY Satellite 67	  	17	 	Denver, CO	 	KTFD UniMás 14	
						
3	 	Miami, FL	  	WLTV Univision 23
WAMI UniMás 69	  	19	 	Washington, DC	 	WFDC Univision 14	
						
4	 	Houston, TX	  	KXLN Univision 45
KFTH UniMás 67	  	20	 	Tampa-St. Pete, FL	 	WFTT UniMás 66	
						
5	 	Chicago, IL	  	WGBO Univision 66
WXFT UniMás 60	  	21	 	Austin, TX	 	KAKW Univision 62
KTFO UniMás 31	
						
6	 	Dallas, TX	  	KUVN Univision 23
KSTR UniMás 49
KUVN-CA	  	22	 	Boston, MA	 	WUTF UniMás 66	
7	 	San Antonio, TX	  	KWEX Univision 41
KNIC UniMás 17
KNIC-CA	  	23	 	Atlanta, GA	 	WUVG Univision 34
EUVG UniMás 34.2	
						
8	 	San Francisco, CA	  	KDTV Univision 14
KFSF UniMás 66
KDTV-CD	  	25	 	Tucson, AZ	 	KUVE Univision 38
KFTU UniMás 3
KUVE-CA
KFTU-CD	
 
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Television (1)	
DMA Rank (2)	 	Market	  	Stations (3)	  	DMA Rank ( 2)	 	Market	 	Stations (3)	
						
9	 	Phoenix, AZ	  	KTVW Univision 33
KFPH UniMás 35
KDOS-CD
KTVW-CD
KZOL-LP
K16FB-D
K21GC
KFPH-CD	  	30	 	Bakersfield, CA	 	KABE Univision 39
KBTF UniMás 31
KUVI (MyNetworkTV affiliate)	
						
11	 	Sacramento, CA	  	KUVS Univision 19
KTFK UniMás 64
KEZT-CD	  	32	 	Salt Lake City, UT	 	KUTH Univision 32	
						
12	 	Albuquerque, NM	  	KLUZ Univision 41
KTFQ Unimás 14	  		 		 		
						
14	 	Fresno, CA	  	KFTV Univision 21
KTFF UniMás 61
KTFF-LD	  	33	 	Raleigh, NC	 	WUVC Univision 40
WTNC UniMás 26	
						
15	 	Orlando, FL	  	WOTF UniMás 43	  	54	 	Cleveland OH	 	WQHS Univision 34	

(1)	Table does not include 4 full-power stations in Puerto Rico.	
(2)	The DMAs are ranked by number of U.S. Hispanic households as of January 2015 according to Nielsen.	
(3)	Our owned and operated stations maintain affiliated websites that provide locally-driven content.	
Affiliates
In addition to our owned and operated stations, we provide programming to our broadcast network station affiliates. As of September 30, 2015, we had 24 full-power and 50 low-power broadcast network station affiliates in 40 markets and approximately 1,650 cable affiliate systems. Entravision is our largest local affiliate with 48 stations. Each broadcast network affiliation agreement (including the master affiliation agreements we have with Entravision, for certain Entravision stations) grants the affiliate the right to broadcast over the air the entire program schedule of Univision Network or UniMás Network . Each of our broadcast network affiliates has the right to preempt (i.e., to decline to broadcast at all or at the time scheduled by us), without our prior permission, any and all of our programming that it deems unsatisfactory, unsuitable or contrary to the public interest or to substitute programming it believes is of greater local or national importance. We may direct an affiliate to reschedule substituted programming. The broadcast network affiliation agreements generally provide that a percentage of all advertising time be retained by us to sell as network advertising and the remaining amount is allocated to the affiliate for local and national spot advertising sales. This allocation may be modified at our discretion. We also receive commission income equal to a percentage of national sales by our broadcast affiliates. We may, from time to time, enter into affiliation agreements with additional stations in new DMAs based upon the market’s potential growth and opportunity for Spanish-language television.
We also have cable affiliates that enable us to reach communities that cannot support a broadcast affiliate because of the relatively small number of U.S. Hispanic television households. These cable affiliation agreements may cover an individual system operator or a multiple system operator. Our cable affiliation agreements are all non-exclusive, which give us the right to license all forms of distribution in cable markets. Cable affiliates generally receive our programming for a fee based on the number of subscribers.
 
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Digital and Mobile Properties
We have digital properties including online and mobile websites and mobile applications and products. Our digital properties include Univision.com , the #1 most visited Spanish-language website among U.S. Hispanics for the last 11 years, which features comprehensive entertainment, news and information. In 2014, Univision.com generated over 27 million visits per month on average across desktop and mobile, which is more than seven times the number of visits generated by our closest U.S. Spanish-language competitor.
Our other digital properties include:
 
 	•	 	UVideos , our bilingual digital video network providing on-demand delivery of our programming and available on connected devices across multiple platforms, including iOS, Android and Kindle Fire;	
 
 	•	 	Flama, our first online-only media network with original short form content, predominantly English-language based, targeting a general 15-to-34 year old audience interested in Latin culture;	
 
 	•	 	The Root , our leading online news, opinion and culture destination targeting African-Americans, which we acquired in May 2015 and which has reached an average of approximately 3.4 million mobile unique users per month in 2015, according to comScore;	
 
 	•	 	online and mobile websites associated with our local television and radio stations; and	
 
 	•	 	Univision Partner Group, a specialized advertising and publisher network (“UPG”).	
This collection of online and mobile sites and applications provides advertisers with turnkey marketing solutions to effectively extend their reach in targeting U.S. Hispanics. We are able to further extend the reach beyond the Univision properties through UPG. UPG provides advertisers seeking both a broad and targeted online and mobile U.S. Hispanic audience a network of third party controlled websites in addition to the Univision sites. During the three months ended September 30, 2015, our digital properties generated on average 571 million page views and 29 million video views per month. We receive advertising, distribution and sponsorship revenue from our digital properties and in connection with the third party sites accessed through the UPG network.
Strategic Investments
We also offer two additional cable networks through strategic relationships. Through a joint venture with Walt Disney Company’s ABC News, we launched Fusion , a 24-hour English-language news and lifestyle TV and digital network targeted at young English-speaking U.S. Hispanics and their peers in October 2013. Our most recent investments in Fusion have included amounts to enhance its digital presence.
Through a strategic relationship with maverick filmmaker Robert Rodriguez and FactoryMade Ventures, we invested in El Rey , a 24-hour English-language general entertainment cable network targeting young adult audiences in December 2013.
Radio
We own and operate 67 radio stations, including 62 stations in 16 of the top 25 U.S. Hispanic DMAs and own and operate five radio stations in Puerto Rico. Our stations cover approximately 75% of the U.S. Hispanic population. We program 57 individual or simulcast radio stations in the U.S. Most music formats are primarily variations of regional Mexican, Latin adult, tropical, reggaetón, tejano and contemporary music styles. In addition, we offer Uforia , a digital platform music application featuring multimedia music content, including 54 radio stations, videos, exclusive digital channels, and a custom radio offering with more than 20 million songs.
 
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The following table sets forth information regarding our owned and operated radio stations by DMA:

Radio	
DMA Rank (1)	  	Market	  	Stations (2)	 	DMA Rank (1)	  	Market	  	Stations (2)	
1	  	Los Angeles, CA	  	KLVE-FM
KRCD-FM
KRCV-FM
KSCA-FM
KTNQ-AM	 	9	  	Phoenix, AZ	  	KHOT-FM
KHOV-FM
KKMR-FM
KOMR -FM
KQMR-FM	
2	  	New York, NY	  	WADO-AM
WXNY-FM
WQBU-FM	 	10	  	McAllen, TX	  	KBTQ-FM
KGBT-FM
KGBT-AM	
						
3	  	Miami, FL	  	WAMR-FM
WAQI-AM
WQBA-AM
WRTO-FM	 	12	  	Albuquerque, NM	  	KIOT-FM
KJFA-FM
KKRG-FM
KKSS-FM	
						
4	  	Houston, TX	  	KLAT-AM
KLTN-FM
KOVE-FM
KAMA-FM
KQBU-FM	 	13	  	San Diego, CA	  	KLNV-FM
KLQV-FM	
						
5	  	Chicago, IL	  	WOJO-FM
WPPN-FM
WRTO-AM
WVIV-FM
WVIX-FM	 	14	  	Fresno, CA	  	KLLE-FM
KOND-FM
KRDA-FM	
						
6	  	Dallas, TX	  	KESS-FM
KDXX-FM
KFLC-AM
KFZO-FM
KLNO-FM	 	18	  	El Paso, TX	  	KBNA-FM
KAMA-AM
KQBU-AM	
						
7	  	San Antonio, TX	  	KBBT-FM
KCOR-AM
KMYO-FM
KROM-FM
KXTN-FM	 	21	  	Austin, TX	  	KLJA-FM
KLQB-FM	
						
8	  	San Francisco, CA	  	KBRG-FM
KSOL-FM
KSQL-FM
KVVZ-FM
KVVF-FM	 	24	  	Las Vegas, NV	  	KISF-FM
KLSQ-AM
KRGT-FM	

(1)	The DMAs are ranked by number of U.S. Hispanic households as of January 2015 according to Nielsen.	
(2)	Table does not include 5 radio stations in Puerto Rico.	
Ratings and Total Media Reach
As of December 26, 2005, Univision Network ratings became available on Nielsen’s national ratings service, Nielsen Television Index (“NTI”), which provides television ratings for all of the major U.S. networks. NTI is based on the Nielsen National People Meter (“NPM”) sample which is comprised of over 21,000 households and is subscribed to by broadcast networks, cable networks, syndicators, advertisers and advertising agencies nationwide. Effective August 27, 2007, the NPM sample became the sole sample for both English-language media and Spanish-language media. From this sample, Nielsen continues to measure Hispanic viewing, calling the new service NTI-H (Nielsen Television Index—Hispanic).
 
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Television
During the last six years, Univision Network has consistently ranked first in primetime television among all U.S. Hispanics and has consistently had between 60% and 95% of the 20 highest rated programs among all U.S. Hispanic television households according to Nielsen.
In 2014, 43% or more of all Hispanic viewers aged 18 to 34, and 47% of all Hispanic viewers aged 18 to 49 in the U.S. who watched television in primetime watched Spanish-language programs. The following table shows that for 2013 and 2014 our total combined networks’ share was nearly twice that of all other Spanish-language networks combined.
During the last five years, total Spanish-language share of primetime television among adults 18-49 has risen from 8.30% total share to 8.56% total share. Over the same period despite increased competition across Spanish-language networks, our share remained stable as compared to the English-language broadcast networks in general. In 2014, approximately 6% of the U.S. primetime television audience 18-49 watched our NTI-rated networks.
In addition, Univision Network had a higher rating than one or more of the top four English-language broadcast networks in primetime among viewers aged 18-34 on 173 nights during the first half of 2015, as compared to 158 nights during the first half of 2014. Univision Network also had a higher rating than one or more of the top four English-language broadcast networks in primetime among viewers aged 18-49 on 137 nights during the first half of 2015, as compared to 127 nights during the first half of 2014.
Univision Networks’ Share—Adults Aged 18 to 49 in Primetime (1)

 	  	2010
Average
% Share	 	  	2011
Average
% Share	 	  	2012
Average
% Share	 	  	2013
Average
% Share	 	  	2014
Average
% Share	 	
UNIVISION COMBINED NETWORKS’ SHARE	  	 	6.07	  	  	 	5.95	  	  	 	5.86	  	  	 	5.88	  	  	 	5.67	  	
UNIVISION	  	 	4.58	  	  	 	4.72	  	  	 	4.72	  	  	 	4.59	  	  	 	4.14	  	
UNIMÁS	  	 	1.25	  	  	 	0.93	  	  	 	0.92	  	  	 	0.88	  	  	 	1.07	  	
GALAVISIÓN	  	 	0.24	  	  	 	0.29	  	  	 	0.22	  	  	 	0.24	  	  	 	0.22	  	
UNIVISION DEPORTES	  	 	—	  	  	 	—	  	  	 	—	  	  	 	0.17	  	  	 	0.21	  	
BANDAMAX	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	0.03	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
ALL OTHER SPANISH-LANGUAGE NETWORKS	  	 	2.23	  	  	 	2.48	  	  	 	2.55	  	  	 	2.80	  	  	 	2.89	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL SPANISH-LANGUAGE NETWORKS	  	 	8.30	  	  	 	8.43	  	  	 	8.41	  	  	 	8.68	  	  	 	8.56	  	

ENGLISH-LANGUAGE BROADCAST NETWORKS	  	 	36.04	  	  	 	32.93	  	  	 	32.26	  	  	 	30.16	  	  	 	30.63	  	
ABC	  	 	7.47	  	  	 	7.17	  	  	 	6.66	  	  	 	6.45	  	  	 	6.49	  	
NBC	  	 	7.67	  	  	 	6.77	  	  	 	8.86	  	  	 	7.13	  	  	 	8.07	  	
CBS	  	 	8.26	  	  	 	7.88	  	  	 	7.31	  	  	 	7.65	  	  	 	6.91	  	
FOX	  	 	8.11	  	  	 	8.32	  	  	 	6.90	  	  	 	6.27	  	  	 	5.86	  	
CW	  	 	2.10	  	  	 	1.75	  	  	 	1.55	  	  	 	1.60	  	  	 	1.73	  	
OTHER	  	 	2.43	  	  	 	1.03	  	  	 	0.98	  	  	 	1.07	  	  	 	1.57	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
ENGLISH-LANGUAGE AD-SUPPORTED CABLE NETWORKS	  	 	55.66	  	  	 	58.64	  	  	 	59.33	  	  	 	61.16	  	  	 	60.81	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL ENGLISH-LANGUAGE NETWORKS	  	 	91.70	  	  	 	91.57	  	  	 	91.59	  	  	 	91.32	  	  	 	91.44	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL	  	 	100	  	  	 	100	  	  	 	100	  	  	 	100	  	  	 	100	  	

(1)	Based on Nielsen, NPM and NPM for Hispanic subset (by year, 12/28/2009 through 12/28/2014), M-Sat 8pm-11pm and Sun 7pm-11pm. Based on Ad-Supported English-language & Spanish-language broadcast and cable networks. Univision, UniMás, Galavisión and Univision Deportes based on originator data, and all others based on time period/affiliate data. % Share is based on sum of impressions. Spanish-language TV Other includes remaining broadcast & cable networks. English-language & Spanish-language independent networks excluded.	
 
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In addition, according to the July 2015 Nielsen Station Index:
 
 	•	 	Among the 17 DMAs for which such data is available, our owned and operated stations ranked first in 15 of 17 DMAs among Spanish-language television stations in “total day;”	
 
 	•	 	Among the 17 DMAs for which such data is available, our owned and operated stations ranked first in five DMAs in “total day,” English or Spanish-language; and	
 
 	•	 	Among the 24 DMAs for which such data is available our affiliate stations ranked first in 21 DMAs among Spanish-language television stations in “total day.”	
No audience data is available for two of our owned and operated stations and 14 affiliate stations.
Radio  
Radio ratings are measured by Nielsen Audio (previously Arbitron), a marketing and research firm serving primarily the media industry and specializing in audience ratings-measurement for marketing to advertisers. Nielsen Audio measures radio station listening by market, in various day-parts and demographics, with data collected from areas throughout a given market. In 2007, Arbitron (now Nielsen Audio) began implementing a new electronic measurement system called Portable People Meter (“PPM”), which replaced the diary-based method that had been used historically in top markets. This methodology is available nationwide, including Houston, New York, Los Angeles and Miami-Fort Lauderdale. Audience trend data is now available on a weekly basis and ratings books are released on a monthly basis. The PPM rating system that was introduced in most of our radio markets, including New York, Los Angeles and Miami-Fort Lauderdale, was challenged by the PPM Coalition, which claimed that the PPM methodology undercounted and misrepresented the number and loyalty of minority radio listeners. In April 2010, the PPM Coalition and Arbitron (now Nielsen Audio) agreed on a plan that, when fully implemented over the next several years, we expect will address many of our concerns about the PPM system and deliver a more reliable ratings system for the radio industry. Because we believed the PPM ratings system did not accurately reflect our audience, we did not subscribe to the PPM ratings in 2009 and most of 2010 in the PPM-rated radio markets in which we operated to sell advertising time, except Houston. As a result of lack of ratings to use in negotiating advertising rates, advertising sales in 2009 and for most of 2010 in the PPM-rated radio markets in which we operated were adversely affected. In November 2010, we signed an agreement with Arbitron (now Nielsen Audio) to subscribe to the PPM ratings in 12 of our radio markets starting in December 2010 (in addition to our ongoing subscription to PPM in Houston which is accredited by the Media Rating Council).
While many of the improvements have been made, Nielsen Audio has not yet met accreditation standards in several of our radio markets and our ratings could decline as a result of sample quality. Our radio group is the leading Hispanic radio group in the U.S. with 62 radio stations in 16 of the top 25 U.S. Hispanic markets and our stations deliver over 15 million listeners every week, covering approximately 75% of the U.S. Hispanic population.
Digital
We use comScore to measure the number of visitors to our websites across desktop and mobile, Adobe Analytics to measure the number of page views and video views across our online, mobile and apps platforms and ShareThis to measure our followers on social media.
Univision.com is our flagship digital property and is the #1 most visited Spanish-language website among U.S. Hispanics. In 2014, Univision.com generated over 27 million visits per month on average across desktop and mobile, which is more than seven times the number of visits generated by our closest U.S. Spanish-language competitor. In addition, we averaged 29 million video views a month across our online, mobile and apps platforms and our digital properties generated, on average, 571 million page views per month. In May 2015, we acquired the online magazine The Root , which has reached an average of approximately 3.4 million mobile unique users per month in 2015, according to comScore. Among our social media platforms, we generated organic growth across Facebook, Instagram and Twitter of over 550% since the beginning of 2013.
 
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Total Media Reach
As of September 2015, our television platforms reached an average unduplicated monthly total television audience (“Television Reach”) of 42 million media consumers, our radio platforms reached an average unduplicated monthly total radio audience (“Radio Reach”) of 19 million media consumers and our digital platforms reached an average unduplicated monthly total digital audience (“Digital Reach”) of 19 million media consumers. Our “Total Media Reach” is defined as our average monthly total unduplicated reach across all our media platforms. Based on Experian Marketing Services’ “Spring 2015 Simmons Hispanic National Consumer Study, six month study” we estimate that on average our total Television Reach represented approximately 85% of our Total Media Reach. Therefore, we estimate that our Total Media Reach was 49 million unduplicated media consumers per month as of September 2015. Our Total Media Reach was approximately 42 million, 41 million, 43 million and 47 million for 2011, 2012, 2013 and 2014, respectively. In addition to our Total Media Reach growing between 2011 and 2015, our Television Reach, Radio Reach and Digital Reach all individually increased over the same period. However, the mix of how our audience consumes our media has changed over time. We estimate that in 2011, Television Reach represented 88% of our Total Media Reach as compared to 85% in 2015. We believe this indicates that while we are successfully growing our audience across all three platforms we are also adding proportionally more media consumers to our audience that are engaging with us on either our digital or radio platforms and not on our traditional television platform. We also engage our audience through consumer and empowerment events and branded products and services. Although not included in our unduplicated audience measurement, 4.6 million people participated in our consumer and empowerment events in 2014 and we have enrolled over 3.4 million consumers to branded products and services that are available in more than 70,000 retail outlets.
The following chart shows Total Media Reach for our television, radio and digital platforms:

 
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(1)	Total Media Reach based on Experian Marketing Services “Spring 2015 Simmons Hispanic National Consumer Study, six month study” which we use to estimate that our Television Reach accounts for approximately 85% of our Total Media Reach.	
Advertising and Marketing
Our television and radio advertising revenues are derived from network advertising, national spot advertising and local advertising, and come from diverse industries, with advertising for food and beverages, personal care products, automobiles, other household goods and telephone services representing the majority of network advertising revenues. National spot advertising primarily represents time sold to advertisers that advertise in more than one DMA and is the means by which most new national and regional advertisers begin marketing. To a lesser degree, national spot advertising comes from advertisers wanting to enhance network advertising in a given market. Local advertising revenues are generated from both local merchants and service providers and regional and national businesses and advertising agencies located in a particular DMA. During the last three years, no single advertiser has accounted for more than 10% of our advertising revenues.
In some cases our local television and radio stations do not receive advertising revenues commensurate with their share of the local audience. We have addressed this by emphasizing a cross-platform marketing approach and continuing to educate local businesses on the importance of the Hispanic consumer in their markets. Across our local markets we have integrated our local sales teams to approach advertisers with a broad portfolio offering including television, radio and digital advertising opportunities. We believe this approach is simpler for advertisers and will help us generate increasing local advertising revenue.
Media Networks  
Our television network and station marketing sales account executives are divided into three groups: network sales, multi-market sales and single market sales. The network sales force is responsible for accounts that advertise nationally. The multi-market sales force represents the owned-and-operated stations and broadcast affiliates and is responsible for accounts that buy in more than one market. The single market sales force represents the owned-and-operated stations and is responsible for accounts with large growth potential in a single market.
In addition, our television network and station marketing sales departments utilize research, including both ratings and demographic information, to negotiate sales contracts as well as target major national advertisers that are not purchasing advertising time or who are under-purchasing advertising time on Spanish-language television. We also market our products across our digital and mobile platforms, generating advertising revenues from top tier advertisers and data services in the U.S., and are represented by a cross platform sales force.
Radio  
Our radio network and station marketing account executives are divided into three groups: network sales, multi-market sales and single market sales. The network sales force is responsible for accounts that advertise nationally. The multi-market sales force is responsible for accounts that buy in more than one market. The single market sales force is responsible for accounts with large growth potential in a single market. In addition, Univision Radio stations’ sales departments utilize research to negotiate sales contracts as well as target major local, regional, and national advertisers that are not purchasing advertising time or that are under-purchasing advertising time on Spanish-language and Hispanic-targeted radio stations. The owned-and-operated stations also derive sales from the sponsorship and organization of various special events.
Retail Direct
Our retail direct account executives represent our owned-and-operated television and radio stations and local interactive properties and develop and manage advertising sales from local, small and medium sized clients within a single market. These executives focus on new clients and sell packages across all of our local platforms.
 
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Subscription
We negotiate with MVPDs pursuant to multi-year agreements that provide for retransmission and affiliate fees. We also negotiate the level of carriage that our broadcast and cable networks will receive, and if applicable, for annual rate increases.
Every three years, each of our operated television stations must elect, with respect to its retransmission by MVPDs within its DMA, either “must carry” status, pursuant to which the MVPD’s carriage of the station is mandatory, or “retransmission consent,” pursuant to which the station gives up its right to mandatory retransmission in order to negotiate consideration in return for consenting to retransmission. We elected the retransmission consent option in substantially all cases for the three-year periods beginning January 1, 2009, January 1, 2012 and January 1, 2015, and continued to pursue a systematic process of seeking monetary consideration for retransmission consent. Electing the retransmission consent option provides us with opportunities to capture increased subscription fees from distributors. We have subsequently reached agreements with MVPDs that, collectively, service substantially all pay-TV households. The multi-year agreements with these MVPDs have different expiration dates. Under certain conditions, we may renew these agreements prior to their expiration date.
We also negotiate retransmission consents on behalf of 74 affiliates in 40 markets across the U.S. We supply 24 hours of daily programming to our affiliates, which we believe is significantly more than the top four English-language broadcast networks provide their affiliates, enabling us to retain a higher percentage of the subscription fees that we negotiate on behalf of our local TV broadcast affiliates.
Carriage of our cable networks is generally determined by package, such as whether our cable networks are included in the more widely distributed, general entertainment packages or lesser-distributed, specialized packages such as Hispanic or Spanish-language targeted packages, sports packages and movie packages.
Licensing
We negotiate licensing agreements with OTT and video-on-demand services that include linear and on-demand entertainment, news and sports content from across our portfolio. These agreements provide rights for live and video-on-demand content from Univision Network , UniMás , Univision Deportes Network , Galavisión , El Rey , Bandamax , De Película , De Película Clásico , Telehit , tlnovelas , ForoTV , as well as, in certain cases, Univision and UniMás broadcast stations nationwide. We recently entered into a licensing agreement with Sling TV that includes OTT multi-stream rights for live and Video-On-Demand content and we anticipate pursuing agreements with other OTT providers.
Under our license agreement with an affiliate of Televisa, we have granted Televisa the exclusive right for the term of the Televisa PLA, to broadcast in Mexico all Spanish-language programming produced by or for us (with limited exceptions) (the “Mexico License”). The terms for the Mexico License are generally reciprocal to those under the Televisa PLA, except, among other things, the only royalty payable by Televisa to us is a $17.3 million annual payment through December 31, 2025 for the rights to our programming that is produced for or broadcast on the UniMás network, and we only have the right to purchase advertising on Televisa channels at certain preferred rates to advertise our businesses. See “—Programming—Televisa.”
In connection with entering into the Mexico License, we engaged Televisa to act as our exclusive sales agent for the term of the Mexico License to sell or license worldwide outside of the U.S. and Mexico our programming originally produced in the Spanish language or with Spanish subtitles to the extent we have rights in the applicable territories and to the extent we choose to make such programming available to third parties in such territories (subject to limited exceptions). Televisa will receive a fee equal to 20% of gross receipts actually received from licensees and reimbursement of certain expenses. We have no obligation to pay a fee or reimburse expenses with respect to any direct broadcast by us of our programming or under certain non-exclusive worldwide arrangements we enter into for its programming. We have not recognized any revenue or expense related to this arrangement.
 
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Programming
Our programming is a combination of licensed and original programming that includes primetime novelas, exclusive sports rights, award winning news programs, annual award shows, reality television, daily magazine shows and variety shows that are culturally relevant for our audience. The majority of our programming is provided through our strategic relationship with Televisa. Our relationship has allowed us historically to work closely with Televisa in developing and evaluating our programming schedule. Recently we have worked with Televisa to enable key novelas to have a high probability of success in our markets. We are working with their teams to monitor key talent pipeline planning as well as to develop storylines that are relevant for U.S. Hispanic audiences.
Televisa
Through the Televisa PLA, we have the exclusive right to broadcast in the U.S. all Spanish-language programming produced by or for them for which they have U.S. rights (with limited exceptions). In 2014, this represented over 94,000 hours of Spanish-language programming, including premium telenovelas, sports, sitcoms, reality series, news programming, and feature films. Upon consummation of this offering, the Televisa PLA will expire on the later of 2030 or 7.5 years after a Televisa Sell-Down, unless certain change of control events happen, in which case the Televisa PLA will expire on the later of 2025 or 7.5 years following a Televisa Sell-Down. The Televisa PLA provides our television and cable networks with access to programming that could fill a significant amount of our networks’ daily schedules.
The Televisa PLA allows us long-term access to Televisa programming, the ability to choose Televisa programming based upon its success in Mexico and the ability to cease airing programs that prove to be unsuccessful in the U.S. and replace it with other Televisa programming without paying incrementally for the episodes that are not broadcast. This program availability and flexibility permits us to, effectively, pre-screen Televisa programming in Mexico and to later adjust our programming on all of our networks to best meet the tastes of our viewers.
Under the Televisa PLA, we have exclusive access to an extensive suite of U.S. Spanish-language broadcast rights, and, in addition, we have exclusive U.S. Spanish-language digital rights to Televisa’s audiovisual programming (with limited exceptions), including the U.S. rights owned or controlled by Televisa to broadcast Mexican First Division soccer league games. We have the ability to use Televisa online, network and pay-television programming on our current and future Spanish-language television networks (including Univision , UniMás and Galavisión ) and on current and future digital platforms ( Univision.com , UVideos and Video on Demand). Televisa programming available to us under the Televisa PLA includes, among other things, all audiovisual programming produced by or for Televisa originally produced in the Spanish language or with Spanish subtitles subject to certain exceptions, including certain content produced for websites associated with magazines published by Televisa, certain rights for movies whose U.S. rights are controlled by an affiliate of Televisa, the right to distribute Televisa content by physical home video products (such as DVDs), and certain programs which are co-produced or acquired by Televisa. Televisa and its affiliates have agreed to certain obligations with respect to different types of co-produced and acquired programming ranging from assisting us in acquiring rights in such programming to, in the case of novelas, making all such co-produced and acquired programming that Televisa broadcasts in Mexico and that is originally produced in the Spanish language or with Spanish subtitles included as programming under the Televisa PLA (with limited exceptions). Under the Televisa PLA, we are allowed to sublicense English-language rights to the Televisa owned or controlled U.S. rights to Mexican First Division soccer league games and revenue received from licensing English-language Mexican soccer (including the rights obtained from Televisa) is subject to the royalty payable to Televisa under the Televisa PLA.
In addition, Televisa must use good faith efforts not to structure arrangements or agreements with respect to programs in a manner intended to cause such programs not to be available to us pursuant to the Televisa PLA.
 
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In consideration for access to the programming of Televisa, we pay royalties to Televisa. Televisa receives royalties, based on 11.84% of substantially all of our Spanish-language media networks revenues through December 2017. Additionally, Televisa receives an incremental 2% in royalty payments on any such media networks revenues above a contractual revenue base of $1.66 billion. After December 2017, the royalty payments to Televisa will increase to 16.13%, and commencing later in 2018, the rate will further increase to 16.45% until the expiration of the Televisa PLA. Additionally, Televisa will receive an incremental 2.0% in royalty payments (with the revenue base decreasing to $1.63 billion with the second rate increase). In addition, pursuant to the Televisa PLA, we are committed to provide Televisa a specified minimum amount of advertising on certain of our media properties at no cost to Televisa. In 2014, we were obligated to provide approximately $73.5 million of such advertising to Televisa. This amount will increase for each year through the term by a factor that approximates the annual consumer price index. Pursuant to the Televisa PLA, we will have the right, on an annual basis to reduce the minimum amount of advertising we have to provide to Televisa by up to 20% for our use to sell advertising or satisfy ratings guarantees to certain advertisers. In addition, Televisa will have the right to use, without cost to Televisa and subject to limitations, a portion of the advertising time that we do not either sell to advertisers or use for our own purposes.
The obligations of Televisa and its affiliates have been guaranteed by Grupo Televisa S.A.B. Pursuant to its respective guarantee, Televisa has agreed to produce each year for our use at least 8,531 hours of programs, which will be of the quality of programs produced by Televisa during the calendar year 2010.
Other Programming
In addition to the content that we license from Televisa, we also produce original entertainment, sports and news programming. Our original programming is allocated across platforms and features talent and content familiar to our audience. Our original programming diversifies our portfolio of content and complements the programming that we receive from Televisa.
Entertainment
Our entertainment programming ranges from our early morning programming, such as Despierta America , to daytime entertainment news shows, such as El Gordo Y La Flaca and Sal y pimiento , to our primetime reality competition series, such as Nuestra Belleza Latina and La Banda , which debuted in September 2015. Additionally, we continue to invest in special events that engage our audience, including the Latin Grammy’s, Premio Lo Nuestro and Premios Juventud . Additionally, our cable channels produce and co-produce reality shows, dramatic series and other programming. Our strategic investment in El Rey and Fusion also produce original programming. We also produce original content for our digital platform that supplements our television content for special events such as red-carpet exclusives and behind the scenes footage. Additionally, we produce original content for regular visitors to our sites that is not tied to any corresponding television content, such as entertainment news, horoscopes and slideshows.
Sports
We frequently obtain the rights to sports programming, including major soccer tournaments, such as the Gold Cup. We currently have the rights to broadcast the Gold Cup, CONCACAF Champions League games, U.S. Men’s National Team soccer games and Formula 1 racing through at least 2022 and to broadcast Mexican Men’s National Team soccer games through at least 2017. We also have the rights to the 2016 Centennial Copa America, which is being held in the United States, and the 2016 Copa Centroamericana. Under the Televisa PLA, we have the right to broadcast Mexican First Division soccer league games for which Televisa owns or controls the U.S. rights. We also produce sports discussion programs, such as Republica Deportivo on multiple broadcast cable networks and real-time clips from each soccer game for use by our digital platform. In addition, we create digitally-only best-of-videos, interviews and must-see plays from around the world. We have recently signed agreements with the MLS, NFL and NBA to produce digital-only content for those brands.
 
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News
Our award-winning news division offers a blend of in-depth coverage of the issues that are important to U.S. Hispanics and more immediate U.S. national and local content that U.S. Hispanics rely on to stay informed and connected to their communities. Our in-depth coverage focuses on topics that impact U.S. Hispanic viewers including, but not limited to politics and immigration policy as well as topics that are loosely tied to our community empowerment platforms. Our news programming includes national programs such as the flagship Noticiero Univision, Primer Impacto, Al Punto and our local news programs servicing the largest top U.S. Hispanic DMAs. Our digital news content is generally unique to our digital platforms due in part to the real time nature of news. In addition to covering breaking news, we create content related to editorials, investigative journalism, data-driven projects and special features. We provide news content in both article and video formats and enhance our content using data, infographics and social media.
Spectrum
We hold the most broadcast spectrum of any broadcaster in the U.S. (determined on a MHz-Pops basis) and we hold multiple licenses in most of the largest markets in the U.S. Our spectrum holdings are a strategic asset, which we believe has significant option value. With the success of the recent AWS-3 spectrum auction, which generated $45 billion of proceeds, the underlying value of our spectrum is substantial. We believe we have an opportunity to realize significant value from our spectrum assets without adversely affecting our existing networks or stations. As the Broadcast Incentive Auction approaches in 2016, we will consider participating in the auction and monetizing a portion of our spectrum assets. If we participate in the Broadcast Incentive Auction, we will work to ensure that our ability to operate our broadcast business will not be adversely affected. In most of our largest markets, we believe we can contribute a 6 MHz channel to the auction and combine our Univision and UniMás networks on the other 6 MHz channel, creating a self-sufficient solution. Beyond the upcoming auction, we believe there are additional opportunities to utilize our spectrum to generate significant value. These opportunities include broadcast delivery of mobile video, data, linear networks, and non-linear content direct to consumers or through relationships with our distribution partners and consumer product manufacturers.
Competition
Our Media Networks business is highly competitive. Competition for advertising revenues is based on the size of the market that the particular medium can reach, the cost of such advertising and the effectiveness of such medium.
Our television business competes for viewers and revenues with other Spanish-language and English-language television stations and networks, including five English-language broadcast television networks (ABC, CBS, NBC, FOX, and CW) and four Spanish-language broadcast television networks (TEL, ETV, AZA and MFX) as well as 100+ daily-measured ad-supported cable networks. Many of these competitors are owned by companies much larger than us. Additionally, some English-language networks are producing Spanish-language programming and simulcasting certain programming in English and Spanish. Several MVPDs offer Spanish-language programming options as well. Our television affiliates located near the Mexican border also compete for viewers with television stations operated in Mexico, many of which are affiliated with a Televisa network and are owned by Televisa but outside of our exclusivity rights.
The television broadcasting industry is subject to competition from video-on-demand, DVD and Blu-ray players, other personal video systems and fragmentation of viewership driven by the ever expanding cable-network landscape. Additionally, consumers continue to change viewing habits, increasingly gravitating towards wireless devices (e.g., iPhones, iPads and Kindles), live streaming of short-form and long-form content from the Internet and online video services. Our broadcast, cable and digital networks compete with pay content providers such as Netflix, Amazon and Hulu and free content providers such as YouTube and Vine.
 
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Our share of overall television audience has remained stable as compared to the English-language broadcast networks over the past five years. We attribute this to the growth of the U.S. Hispanic population, the quality of our programming and the quality and experience of our management. Telemundo, a subsidiary of NBC, a division of Comcast Corporation, is our largest television competitor that broadcasts Spanish-language television programming. In most of our DMAs, our affiliates compete for advertising dollars directly with a station owned by or affiliated with Telemundo, as well as with other Spanish-language and English-language stations.
Univision.com and other websites face various competitors, including websites such as Telemundo.com, Yahoo! en Español, MSN Latino, MaximumTV and ButacaTV and mobile applications, such as Buzzfeed and Vice, which feature Spanish-language digital content. We also compete for online advertising dollars with social media providers such as Facebook and Twitter, search engines such as Google, Yahoo! or Bing and other websites.
Our Radio business competes for audiences and advertising revenues with other radio stations of all formats. iHeart Media (formerly Clear Channel), the largest radio operator in the U.S., CBS Radio, Spanish Broadcasting System, Liberman Broadcasting and Entravision are our largest radio competitors that broadcast Spanish-language radio programming in several of our DMAs. Additionally, we face competition from English-language stations that offer programming targeting Hispanic audiences. iHeart Radio converted several stations to Hispanic targeted formats, and has established a Hispanic radio division creating its own iHeart Hispanic Radio Network as of 2014. Spanish Broadcasting Systems created a new Spanish-language network in 2013, called AIRE Radio Networks, to syndicate popular Hispanic content and personalities nationally and in markets where we compete. In addition, the radio broadcasting industry is subject to competition from (1) Sirius XM Satellite Radio and other satellite radio services; (2) audio programming by MVPDs and other digital audio providers and (3) streaming music businesses such as Spotify and Pandora.
Many of our competitors have more television and radio stations, more Internet platforms, greater resources (financial or otherwise) and broader relationships with advertisers than we do. Furthermore, because our English-language competitors are perceived to reach a broader audience than we do, they have been able to attract more advertisers and command higher advertising rates than we have.
We also compete for audience and revenues with other media, newspapers, magazines and other forms of entertainment and advertising.
The rules and policies of the FCC encourage increased competition among different electronic communications media. As a result of rapidly developing technology, we may experience increased competition from other free or pay systems by which information and entertainment are delivered to consumers, such as direct broadcast satellite and video dial tone services.
Employees
As of September 30, 2015, we employed approximately 3,737 full-time employees. Approximately 6.4% of these employees are represented by unions and are located in Chicago, Los Angeles, San Francisco, Bakersfield, New Jersey, New York and Puerto Rico. We have collective bargaining agreements covering the union employees with varying expiration dates through 2019. Management believes that its relations with its non-union and union employees, as well as with the union representatives, are generally good.
 
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Properties
At September 30, 2015, the principal buildings we owned or leased and used primarily by the Media Networks and Radio segments are described below:

Location (1)	  	Aggregate Size of
Property in
Square Feet
(Approximate)	 	  	Owned or
Leased	 	  	Lease
Expiration
Date	 	
Houston, TX	  	 	107,489	  	  	 	Owned	  	  	 	—	  	
Los Angeles, CA	  	 	166,366	  	  	 	Owned	  	  	 	—	  	
Miami, FL	  	 	310,108	  	  	 	Owned	  	  	 	—	  	
Miami, FL	  	 	100,000	  	  	 	Leased	  	  	 	05/31/27	  	
Miami, FL	  	 	33,139	  	  	 	Leased	  	  	 	12/31/15	  	
Teaneck, NJ	  	 	78,529	  	  	 	Leased	  	  	 	12/31/22	  	
New York, NY	  	 	194,601	  	  	 	Leased	  	  	 	12/31/28	  	
Puerto Rico	  	 	92,500	  	  	 	Leased	  	  	 	05/01/58	  	

(1)	The Miami and New York locations are used primarily by the Media Networks business.	
The Miami owned facilities primarily house Univision Network and UniMás administration, operations (including uplink facilities), sales, production and news as well as Fusion operations. In addition, Galavisión operations occupy space in Univision Network ’s facilities. Our Miami television stations, WLTV and WAMI, occupy leased facilities. We broadcast our programs to our affiliates on three separate satellites from four transponders. In addition, we use a fifth transponder for news feeds.
We own or lease remote antenna space and microwave transmitter space near each of our owned-and-operated stations. Also, we lease space in public warehouses and storage facilities, as needed, near some of our owned-and-operated stations.
We believe that our principal properties, whether owned or leased, are suitable and adequate for the purposes for which they are used and are suitably maintained for such purposes. Except for the inability to renew any leases of property on which antenna towers stand or under which we lease transponders, the inability to renew any lease would not have a material adverse effect on our financial condition or results of operations since we believe alternative space on reasonable terms is available in each city.
Corporate Structure
In March 2007, Univision was acquired by the Investors. In December 2010, Televisa invested $1.2 billion in us and contributed its equity interest in certain jointly owned cable networks for a 5% equity stake in us, debentures convertible into an additional 30% equity stake in us, subject to applicable laws and regulations and certain contractual limitations. Concurrently, Univision and Televisa amended the program license agreement then in effect, extending it to at least 2025. On July 15, 2015, Televisa converted its debentures into the Televisa Warrants. In July 2015, the 2011 Televisa PLA was amended to extend the term of the program license agreement, upon consummation of this offering to at least 2030 (unless a change of control event accelerates the minimum term to 2025).
 
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The following chart shows our organizational structure immediately prior to the consummation of this offering and having given effect to the Equity Recapitalization:

The following chart shows our organizational structure immediately after the consummation of this offering:

 
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Legal Proceedings
We are subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with law or regulations in jurisdictions in which we operate.
On June 30, 2015, Miss Universe LP and Donald J. Trump filed a complaint against the Company in New York State Supreme Court claiming damages of $500 million in connection with our decision to end our business relationship with the Miss Universe organization as result of Mr. Trump’s remarks about Mexican immigrants, among other things. On July 10, 2015, we removed the case to the United States District Court for the Southern District of New York. The complaint contains claims for breach of contract, breach of the covenant of good faith and fair dealing, intentional interference with contractual relationships, and defamation. We believe that we have meritorious defenses to these claims, and we intend to vigorously defend them and pursue any counterclaims. We do not believe that the ultimate outcome of such litigation will have a material adverse effect on our business, financial condition or results of operations.
Federal Regulation
The ownership, operation and sale of television and radio broadcast stations are subject to the jurisdiction of the FCC under the Communications Act. The Communications Act and FCC regulations establish an extensive system of regulation to which our stations are subject. The FCC may impose substantial penalties for violation of its regulations, including fines, license revocations, denial of license renewal or renewal of a station’s license for less than the normal term.
Licenses and Applications.  Each television and radio station that we own must be licensed by the FCC. Licenses are granted for periods of up to eight years and we must obtain renewal of licenses as they expire in order to continue operating the stations. We must also obtain FCC approval prior to the acquisition or disposition of a station, the construction of a new station or modification of the technical facilities of an existing station. Interested parties may petition to deny or object to such applications and the FCC may decline to renew or approve the requested authorization in certain circumstances. Although we have generally received such renewals and approvals in the past, there can be no assurance that we will continue to do so in the future.
Programming and Operation.  The Communications Act requires broadcasters to serve the public interest through programming that is responsive to local community needs, interests and concerns. Our stations must also adhere to various content regulations that govern, among other things, political and commercial advertising, payola and sponsorship identification, contests and lotteries, television programming and advertising addressed to children, and obscene and indecent broadcasts.
Ownership Restrictions.  Under the FCC’s “Local Television Multiple Ownership Rule” (the “TV Duopoly Rule”), we may own up to two television stations within the same DMA (i) provided certain specified signal contours of the stations do not overlap, (ii) where certain specified signal contours of the stations overlap but no more than one of the stations is a top 4-rated station and the market will continue to have at least eight independently-owned full-power stations after the station combination is created or (iii) where certain waiver criteria are met. The FCC’s Local Radio Ownership Rule limits the number of radio stations that we may own in any single market (defined by Nielsen Audio or by certain signal strength contours), pursuant to a sliding scale based on market size. The FCC’s “Radio-Television Cross-Ownership Rule” permits us to own both television and radio stations in the same local market in certain cases, depending primarily on the number of independent media voices in that market and subject to compliance with each of the TV Duopoly Rule and the Local Radio Multiple Ownership Rule. The “National Television Multiple Ownership Rule” prohibits us from owning television stations that, in the aggregate, reach more than 39% of total U.S. television households, subject to the UHF Discount. These structural ownership rules are applied to certain “attributable” interests generally including (i) voting stock interests of at least five percent; (ii) any equity interest in a limited partnership or limited liability company, unless properly “insulated” from management activities; (iii) equity and/or debt interests that in the aggregate exceed 33 percent of a licensee’s total assets, if the interest holder supplies more than 15 percent of the
 
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station’s total weekly programming or is a same-market broadcast licensee or daily newspaper publisher; (iv) certain same-market time brokerage agreements; (v) certain same-market JSAs; and (vi) officer or director positions in a licensee or its direct or indirect parent(s). We believe that we comply with the FCC’s structural ownership restrictions pursuant to the terms of prior FCC decisions. Certain of these structural ownership restrictions are subject to FCC review as part of a statutorily-mandated quadrennial regulatory review process. The FCC issued a notice of proposed rulemaking in April 2014 to begin the latest quadrennial review. We cannot predict the outcome of this proceeding. Also in April 2014, the FCC released an order making attributable all same-market television JSAs that account for more than 15 percent of the weekly advertising time of the brokered television station. (A similar rule was already in effect for radio JSAs.) Pursuant to that order and related legislation, existing JSAs that create impermissible duopolies must be unwound or revised to come into compliance by December 19, 2016. A judicial appeal of the order is pending. Certain of our television stations receive sales services under JSAs with Entravision. Based on current market conditions, we believe that Entravision is permitted to have attributable interests in the pertinent television stations and that the JSAs accordingly may remain in place. On September 26, 2013, the FCC issued a Notice of Proposed Rulemaking seeking public comment on a proposal to eliminate the UHF Discount. If the UHF Discount were eliminated, our current reach would exceed the 39% national cap. The FCC has proposed to “grandfather” existing station portfolios, like ours, that would exceed the 39% cap upon elimination of the UHF Discount. However, under the FCC’s proposal, absent a waiver, a grandfathered station group would have to come into compliance with the modified cap upon a sale or transfer of control. The proceeding is pending. We cannot predict whether the FCC will adopt this or other changes to the current rules, or whether any such changes would have an adverse impact on our operations.
Foreign Ownership.  The Communications Act prohibits foreign parties from owning more than 20% of the equity or voting interests of a broadcast station licensee. The FCC has discretion under the Communications Act to permit foreign parties to own more than 25% of the equity or voting interests of the parent company of a broadcast licensee, but has rarely done so. In a Declaratory Ruling released on November 14, 2013, the FCC announced that it will exercise its discretion to consider, on a case-by-case basis, proposals for foreign investment in broadcast licensee parent companies above the 25% benchmark. In May 2015, the FCC issued a declaratory ruling authorizing foreign investors to hold up to an aggregate of 49.99% in voting and/or equity interests in Pandora Media Inc., a publicly-traded company which proposed, through a subsidiary, to acquire a radio broadcast license. We believe that, as presently organized, we comply with the FCC’s foreign ownership restrictions.
Network Regulation.  FCC rules affect the network-affiliate relationship. Among other things, these rules require that network affiliation agreements (i) prohibit networks from requiring affiliates to clear time previously scheduled for other use, (ii) permit affiliates to preempt network programs that they believe are unsuitable for their audience and (iii) permit affiliates to substitute programs that they believe are of greater local or national importance for network programs. We believe that our network affiliation agreements are in material conformity with those rules, as presently interpreted.
Cable and Satellite MVPD Carriage.  FCC rules permit television stations to make an election every three years between either “must-carry” or “retransmission consent” with respect to carriage of their signals on cable MVPDs. Stations which fail to make a carriage election are deemed to have elected “must-carry.” Stations electing must-carry may require carriage on certain channels on cable MVPDs within their market if certain conditions are met. MVPDs are prohibited from carrying the signals of a station electing retransmission consent until a written agreement is negotiated with that station. We have made retransmission consent elections with respect to substantially all MVPDs in the markets where we own television stations and have subsequently reached agreements with cable MVPDs that, collectively, service substantially all cable pay-TV households.
Satellite MVPDs provide television programming on a subscription basis to consumers that have purchased and installed a satellite signal receiving dish and associated decoder equipment. Under the Satellite Home Improvement Act and subsequent extensions of and amendments thereto, satellite MVPDs are permitted to retransmit a local television station’s signal into its local market with the consent of the local television station. If a satellite MVPD elects to carry one local station in a market, it must carry the signals of all local television stations that also request mandatory carriage. Stations which fail to make a carriage election in the satellite MVPD context
 
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are deemed to have elected retransmission consent. We have made retransmission consent elections with respect to satellite MVPDs in most of the markets where we own television stations and have reached agreement with satellite MVPDs with respect to carriage of those stations.
A number of entities have commenced operation or announced plans to commence operation of Internet protocol video systems, using DSL, FTTH and other distribution technologies, some of which claim they are not subject to regulation as MVPDs. The issue of whether those services are subject to the existing MVPD regulations, including must-carry obligations, has not been resolved. In most cases, we have entered into retransmission consent agreements with such entities for carriage of our eligible stations. On December 19, 2014, the FCC issued a notice of proposed rulemaking that would expand the definition of MVPD under the FCC’s rules to include certain OTT distributors of video programming that stream content to consumers over the open Internet. The proposal, if adopted, could result in changes to how both our television stations’ signals and cable networks are distributed, and to how viewers access our content. We cannot predict the outcome of the rulemaking proceeding or the effect of such a change on our revenues from carriage agreements and from advertising.
In early 2010, a number of cable and satellite MVPDs joined in a petition to urge the FCC to initiate a rulemaking proceeding to consider amending its retransmission consent rules. In March 2011, the FCC initiated a formal rulemaking proceeding to evaluate the proposals raised by the petitioners and more broadly to review its retransmission consent rules. Acknowledging its limited jurisdiction, the FCC solicited comments on a series of preliminary proposals intended to clarify certain rules, and provide guidance to the parties, concerning or affecting retransmission consent negotiations. In March 2014, the FCC adopted a rule prohibiting the joint negotiation of retransmission consent agreements by top-4 rated non-commonly-owned stations in the same market, and sought comment on possible changes to its rules regarding television stations’ rights to territorial exclusivity with respect to network and syndicated programming. However, in STELAR, enacted in December 2014, Congress directed the FCC to undertake additional rulemakings concerning retransmission consent issues, including to adopt (within nine months) regulations that will prohibit a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with another television station in the same market, irrespective of ratings, unless such stations are under common control. The FCC adopted such a rule in February 2015. The rule will prohibit Univision and Entravision from negotiating retransmission consent jointly, or from coordinating such negotiations, in any market where both companies own television stations on a going forward basis. Separately, on June 2, 2015, the FCC adopted an order implementing a further directive of STELAR that the FCC streamline its “effective competition” rules for small cable operators. Under the Communications Act, local franchising authorities (LFAs) may regulate a cable operator’s basic cable service tier rates and equipment charges only if the cable operator is not subject to effective competition. Historically the FCC presumed the absence of effective competition unless and until a cable operator rebutted the presumption. The FCC’s order reversed that approach and adopted a rebuttable presumption that all cable operators, regardless of size, are subject to effective competition. Some cable operators have taken the position that cable systems found to be subject to effective competition are not required to place television stations, like ours, that have elected retransmission consent on the basic cable service tier. The FCC’s order does not address this issue. The FCC also must implement other provisions in STELAR that could affect retransmission consent negotiations, including a proceeding launched in March 2015 concerning procedures for modification of a station’s “market” for purposes of determining its entitlement to cable and/or satellite carriage in certain circumstances. On September 2, 2015, the FCC issued a NPRM seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and MVPDs negotiate in “good faith” for the retransmission by MVPDs of local television signals. Under the Communications Act, MVPDs may not retransmit a commercial broadcast television station’s signal without the station’s consent (unless the station has elected “must-carry” status). Stations and MVPDs are required to negotiate for retransmission consent in “good faith.” The FCC’s rules implementing the good faith requirement identify certain practices that presumptively violate the obligation to negotiate in good faith. The FCC also may consider whether other practices violate the good faith requirement under the “totality of the circumstances.” The NPRM was issued in response to Congress’s directive in STELAR that the FCC commence a review of the “totality of the circumstances” test. The NPRM seeks comment generally on the state of the retransmission consent market and the effectiveness of the FCC’s existing rules. Although the NPRM does not propose any changes to the existing rules, it asks whether several practices should be considered consistent with, or a violation of, the good
 
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faith requirement. Among a number of other matters, the NPRM seeks comment on whether networks negotiating retransmission consent on behalf of their third party affiliates, or holding approval rights over their affiliates’ retransmission consent agreements, should be deemed to violate the good faith negotiation requirement. In a statement released on August 12, 2015, the Chairman of the FCC indicated that the FCC will consider the elimination of the “network non-duplication” and “syndicated exclusivity” rules, which afford television stations certain rights to enforce the territorial exclusivity provisions in their network affiliation and syndicated programming agreements. We cannot predict the outcome of pending or future rulemakings on these matters.
Other Matters.  The FCC has numerous other regulations and policies that affect its licensees, including rules requiring closed-captioning and video description to assist television viewing by the hearing- and visually-impaired; sponsorship identification rules requiring disclosure of any consideration paid or promised for the broadcast of any content; an equal employment opportunities rule which, among other things, requires broadcast licensees to provide equal opportunity in employment to all qualified job applicants and prohibits discrimination against any person by broadcast stations based on race, color, religion, national origin or gender; and a requirement that all broadcast station advertising contracts contain nondiscrimination clauses. Licensees are required to collect, submit to the FCC and/or maintain for public inspection extensive documentation regarding a number of aspects of their station operations. Television broadcasters are required to post most of the material in their existing public inspection files, including political/advocacy advertising information, online at the FCC’s website. In August 2014, the FCC sought comments on whether to expand the online public file system to radio stations. We cannot predict the outcome of this proceeding. Other decisions permit unlicensed wireless operations on television channels in so-called “White Spaces,” subject to certain requirements. We cannot predict whether such operations will result in interference to broadcast transmissions.
Federal legislation was enacted in February 2012 that, among other things, authorizes the FCC to conduct voluntary “incentive auctions” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to “repack” television stations into a smaller portion of the existing television spectrum band, and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.75 billion.
The FCC has adopted rules concerning the incentive auction and the repacking of the television band, and on August 11, 2015, it announced that the auction will begin on March 29, 2016. Meanwhile, the FCC is expected to adopt additional rules and procedures to implement the February 2012 legislation. Under the auction design tentatively proposed by the FCC, television stations will be given an opportunity to offer spectrum for sale to the government in a “reverse” auction while wireless providers will bid to acquire spectrum from the government in a simultaneous “forward” auction. In June 2015, the U.S. Court of Appeals for the District of Columbia Circuit denied separate appeals by the National Association of Broadcasters and Sinclair Broadcast Group of certain aspects of the FCC’s auction rules. In February 2015, jointly with certain other major broadcast station group owners, we advised the FCC that our evaluation of whether and how to participate in the incentive auction depends on the adoption of clear and effective auction implementation rules, including with respect to spectrum clearing targets, reserve prices, bidding methodology and post-auction channel sharing, that maximize the value of the potential opportunity for all broadcasters.
If some or all of our television stations are required to change frequencies or otherwise modify their operations, our stations could incur substantial conversion costs, reduction or loss of over-the-air signal coverage or an inability to provide high definition programming and additional program streams, including mobile video services. More generally, we cannot predict the likelihood, timing or outcome of any additional FCC regulatory action in this regard or its impact upon our business.
The foregoing does not purport to be a complete summary of all of the provisions of the Communications Act, or of the regulations and policies of the FCC thereunder. Proposals for additional or revised regulations and requirements are pending before, and are considered by, Congress and federal regulatory agencies from time to time. We generally cannot predict whether new legislation, court action or regulations, or a change in the extent of application or enforcement of current laws and regulations, would have an adverse impact on our operations.
 
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 MANAGEMENT
The following table sets forth certain information, as of the date set forth on the cover of this prospectus, regarding our executive officers, key officers and directors:

Name	  	Age	  	Position	
			
Randel A. Falco	  	61	  	President and Chief Executive Officer, Director	
			
Roberto Llamas	  	68	  	Executive Vice President and Corporate Officer, Human Resources and Community Empowerment	
			
Francisco J. Lopez-Balboa	  	54	  	Executive Vice President and Chief Financial Officer	
			
Peter H. Lori	  	50	  	Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer	
			
Jonathan Schwartz	  	54	  	Executive Vice President, General Counsel & Head of Government Relations, and Secretary	
			
Alberto Ciurana	  	59	  	President, Programming and Content	
			
Kevin Conroy	  	55	  	Chief Strategy and Data Officer and President, Enterprise Development	
			
John W. Eck	  	56	  	Executive Vice President and Chief Local Media Officer	
			
Isaac Lee	  	44	  	President, Univision News and Digital and Chief Executive Officer, Fusion	
			
Tonia O’Connor	  	46	  	President, Content Distribution and Corporate Business Development	
			
Jessica Rodriguez	  	42	  	Executive Vice President and Chief Marketing Officer	
			
Juan Carlos Rodriguez	  	50	  	President of Univision Deportes	
			
Mónica Talán	  	44	  	Executive Vice President, Corporate Communications and Public Relations	
			
Keith Turner	  	61	  	President of Sales and Marketing	
			
Haim Saban	  	71	  	Chairman and Director	
			
Zaid F. Alsikafi	  	40	  	Director	
			
Alfonso de Angoitia	  	53	  	Director	
			
Emilio Azcárraga Jean	  	47	  	Director	
			
José Antonio Bastón Patiño	  	47	  	Director	
			
Adam Chesnoff	  	51	  	Director	
			
Henry G. Cisneros	  	68	  	Director	
			
Michael P. Cole	  	43	  	Director	
			
Kelvin L. Davis	  	51	  	Director	
			
David Goel	  	45	  	Director	
			
Michael N. Gray	  	42	  	Director	
			
Jonathan M. Nelson	  	59	  	Director	
			
James N. Perry, Jr.	  	55	  	Director	
			
Enrique F. Senior Hernández	  	72	  	Director	
			
David Trujillo	  	40	  	Director	
			
Tony Vinciquerra	  	61	  	Director	
 
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Mr. Randel A. Falco has been our President and Chief Executive Officer and a member of our board of directors since June 2011. From January 2011 to June 2011, Mr. Falco served as our Executive Vice President and Chief Operating Officer. From November 2006 to March 2009, Mr. Falco served as Chairman and Chief Executive Officer of AOL, LLC where he was responsible for all business and strategic operations for the web services provider, after which he briefly retired before joining us. From May 2004 to November 2006, Mr. Falco served as President and Chief Operating Officer of NBC Universal Television Networks Group of NBC Universal, Inc. Mr. Falco holds a B.S. in Finance, an M.B.A and an honorary doctorate from Iona College. Mr. Falco is a member of the board of directors of Ronald McDonald House.
Mr. Roberto Llamas has been our Executive Vice President and Corporate Officer, Human Resources and Community Empowerment since February 2011. From June 2007 to February 2011, Mr. Llamas served as Chief Human Resources and Public Affairs officer for The Nielsen Company where he helped implement leadership and talent development systems and also implemented human capital and community-based strategies to invest in Nielsen’s markets and communities, including developing markets. From 2004 to 2007, Mr. Llamas served as Chief Administrative Officer for The Cleveland Clinic. From 2000 to 2002, Mr. Llamas served as Chief Human Resources Officer for Lehman Brothers. Mr. Llamas holds a B.S. in Marketing Management from California Polytechnic University and a M.S. in Organizational Development from Pepperdine University.
Mr. Francisco J. Lopez-Balboa has been our Executive Vice President and Chief Financial Officer and Executive Vice President since May 2015. From 1997 to 2013, Mr. Lopez-Balboa served as a Managing Director and Head of Telecom, Media and Technology Investment Grade Financing at Goldman Sachs & Co., after which he briefly retired before joining us. While at Goldman Sachs, in addition to leading his group, Mr. Lopez-Balboa served on the Investment Banking Division’s Credit Markets Capital Committee. From 1991 until 1997, Mr. Lopez-Balboa ran Goldman Sachs’ debt capital markets efforts across multiple industries in the Midwest and West Coast regions including Industrial, Retail, Automotive and Telecom companies. Prior to joining Goldman Sachs in 1991, he was a Director in the Capital Markets Group at Merrill, Lynch & Co. Mr. Lopez-Balboa graduated from Columbia University with a B.A. in Economics and received his MBA from Harvard Business School.
Mr. Peter H. Lori has been our Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer since May 2015. From January 2010 until February 2015, Mr. Lori served as our Executive Vice President-Finance and Chief Accounting Officer, and from February 2015 until May 2015, Mr. Lori served as Interim Chief Financial Officer and Executive Vice President-Finance and Chief Accounting Officer. From April 2005 to December 2009, Mr. Lori served as our Senior Vice President, Corporate Controller and Chief Accounting Officer. From June 2002 to March 2005, Mr. Lori served as an audit partner of KPMG LLP. Mr. Lori holds a B.S. in Accounting from Montclair State University. Mr. Lori is on the Board of Directors and is the Chairman of the Audit Committee of Union Community Partners, LLC, a publicly-traded real estate development company.
Mr. Jonathan Schwartz has been our Executive Vice President, General Counsel & Head of Government Relations, and Secretary since October 2015. From December 2012 to October 2015, Mr. Schwartz served as our General Counsel and Executive Vice President, Government Relations. From January 2010 to December 2012, Mr. Schwartz served as Managing Director and General Counsel for JPMorgan’s Investment Bank, where he led the Legal and Compliance functions for the global investment bank. From 2003 to 2009, Mr. Schwartz served as Executive Vice President and General Counsel of Cablevision Systems Corporation. From August 2002 to July 2003, Mr. Schwartz served as Senior Vice President and Deputy General Counsel of Time Warner Inc. From May 2001 to August 2002, Mr. Schwartz served as General Counsel of Napster, an online music company. Earlier in his career, Mr. Schwartz held various government positions. He served as a judicial law clerk to Judge Harry T. Edwards on the U.S. Court of Appeals for the D.C. Circuit and to Justice Thurgood Marshall on the U.S. Supreme Court. He also served as a federal prosecutor in the U.S. Attorney’s Office for the Southern District of New York and a senior advisor to the Attorney General and the Deputy Attorney General at the U.S. Department of Justice in Washington, D.C. Mr. Schwartz holds a B.S. in Economics from the University of Pennsylvania, a J.D. from Stanford Law School and an M.Phil in International Relations from Cambridge University.
 
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Mr. Alberto Ciurana has been our President, Programming and Content since November 2012. From January 1980 to October 2012, Mr. Ciurana served as Vice President of Programming of Televisa where he was in charge of programming, content acquisitions and strategy for all of Televisa’s broadcast networks, including its flagship channel “Canal de las Estrellas,” Mexico’s most watched network. During his 30 years at Televisa, Mr. Ciurana served in various roles including Vice President of Broadcasting, Vice President of International Operations, Managing Director of Eurovisa (Televisa’s European operations subsidiary based in London) and Vice President of Production at S.I.N (Spanish International Network), the first Spanish-language television network in the United States, which later would become Univision. He began his career in Televisa working as an executive producer for “Siempre en Domingo” one of Latin America’s most beloved shows.
Mr. Kevin Conroy has been our Chief Strategy and Data Officer and President, Enterprise Development since February 2015. From January 2009 to January 2015, Mr. Conroy served as our President, Digital and Enterprise Development. From January 2001 to December 2008, Mr. Conroy served in various roles including Executive Vice President of Global Products and Marketing, Executive Vice President and Chief Operating Officer of AOL for Broadband and Senior Vice President and General Manager of AOL Entertainment at AOL, Inc. Mr. Conroy holds a B.A. from Bowdoin College.
Mr. John W. Eck has been our Executive Vice President and Chief Local Media Officer since October 2015. From November 2011 to October 2015, Mr. Eck served as our Executive Vice President of Technology, Operations and Engineering. From 2005 to 2011, Mr. Eck served as President of Media Works at NBC Universal where he ran NBC affiliate relations production and post-production operations, information technology and real estate and facilities. From 1993 to 2005, Mr. Eck served in various roles including EVP, Integration (NBC and Universal); President, Broadcast and Network Operations; EVP, Six Sigma; CFO, NBC International and other financial roles while at NBC Universal. Mr. Eck holds a B.S. in Business from Indiana University.
Mr. Isaac Lee has been President of Univision News since December 2010 and President of Univision Digital since February 2015. He has also been Chief Executive Officer of Fusion since October 2013. From 2006 to 2010, Mr. Lee served as Founder and Editor in Chief at Page One Media. From 2000 to 2005 Mr. Lee served as Editor in Chief at Zoom Media Group. From 1997 to 2000, Mr. Lee served as the Editor in Chief at Grupo Semana in Colombia. From 1996 to 1997 Mr. Lee served as Editor in Chief at Revista Cromos. He was also the founder of Animal Politico, Mexico’s successful political website. Mr. Lee serves on the board of directors of the Associated Press (AP), the Committee to Protect Journalists (CPJ), ICFJ and on the Journalism Advisory board of ProPublica. He is a Member of the Council on Foreign Relations and Foro IberoAmerica. He has produced an award-winning feature film, an international EMY nominated TV series for TVE and several documentaries. Mr. Lee studied Psychology at the Hebrew University of Jerusalem and received a M.A. in Journalism from the Universidad de Los Andes.
Mrs. Tonia O’Connor has been our President, Content Distribution and Corporate Business Development since January 2011. From January 2008 to January 2011, Mrs. O’Connor served as our Executive Vice President of Distribution Sales and Marketing. From December 1994 to December 2007, Mrs. O’Connor served in various roles including Executive Vice President, Affiliate Sales and Marketing and Senior Vice President of National Accounts of TV Guide Affiliates Sales of Gemstar TV Guide. Mrs. O’Connor holds a B.A. in Broadcast Journalism and a B.A. in International Relations from Syracuse University.
Mrs. Jessica Rodriguez has been our Executive Vice President and Chief Marketing Officer since August 2014. From June 2012 to August 2014, Mrs. Rodriguez served as our Executive Vice President of Program Scheduling and Promotions. From March 2011 to May 2012, Mrs. Rodriguez served as our Senior Vice President of Univision Cable Networks. From October 2009 to February 2011, Mrs. Rodriguez served as our Vice President, Special Assistant to the President of Univision Networks. Mrs. Rodriguez holds a B.S. in Economics and Finance from Fordham University and an M.B.A. from Stanford University.
Mr. Juan Carlos Rodriguez has been our President of Univision Deportes since September 2012. From September 2009 to May 2012, Mr. Rodriguez served as Chief Executive Officer of Televisa Deportes Network at
 
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Televisa where he oversaw the launch of Televisa Deportes Network, among other networks and radio brands, and negotiated and acquired television and radio rights from worldwide vendors, including FIFA, NFL, MLB, NBA and UEFA, for over 10,000 hours of sports programming. From December 1999 to July 2009, Mr. Rodriguez served as Co-Founder and Chief Executive Officer of Grupo Estadio, which, as a precursor to Televisa Deportes Network, was later acquired by Televisa. Mr. Rodriguez holds a B.S. in Business Administration from the Universidad Iberoamericana.
Mrs. Mónica Talán has been our Executive Vice President, Corporate Communications and Public Relations since March 2013. Mrs. Talán joined as Vice President of Corporate Communications in January 2008 and was promoted to Senior Vice President in September 2011. From 2000 to 2008, Mrs. Talán served in various roles including Senior Vice President/Partner and Senior Counselor and Strategist of Fleishman-Hillard Inc., a public relations and marketing agency. Mrs. Talán holds a B.A. in Journalism from The University of Texas at Austin.
Mr. Keith Turner has been our President of Sales and Marketing since September 2012. From September 2009 to September 2012, Mr. Turner served as Senior Vice President of Media Sales and Sponsorship at the NFL where he oversaw the NFL sponsorship business as well as advertising sales for all NFL media platforms, including NFL Network, NFL.com and NFL Mobile. From March 1987 to January 2007, Mr. Turner served in various roles including President of Sales and Marketing, Senior Vice President of Olympic and Sports Sales, Vice President of Olympic Sports Sales and Vice President of Sport Sales of NBC Universal. Mr. Turner holds a B.S. in Business Management and Marketing from C.W. Post.
Mr. Haim Saban has been the Chairman and a member of our board of directors since April 2007. Mr. Saban has served as Chairman and Chief Executive Officer of Saban Capital Group since May 2003. From June 1997 to October 2001, Mr. Saban served as Chairman and Chief Executive Officer of Fox Family Worldwide. Mr. Saban currently serves on the board of directors of Saban Capital Group and some of its affiliates. Mr. Saban previously served on the board of directors of ProSiebenSat.1 Media AG as chairman of the supervisory board, Television Francaise 1 and DirecTV, Inc.
Mr. Zaid F. Alsikafi has been a member of our board of directors since March 2007. Mr. Alsikafi is a Managing Director at Madison Dearborn. Prior to joining Madison Dearborn in 1999, Mr. Alsikafi was an investment banking analyst at Goldman Sachs & Co. Mr. Alsikafi currently serves on the boards of directors of Centennial Towers, Quickplay Media and Q9 Networks. Mr. Alsikafi holds a B.S. from the University of Pennsylvania and an MBA from Harvard University.
Mr. Alfonso de Angoitia has been a member of our board of directors since December 2010. Mr. Angoitia has served as Executive Vice President, Member of the Executive Office of the Chairman and Member of the Executive Committee of Grupo Televisa S.A.B. (“Grupo Televisa”) since November 1999. From 1994 to 1999, Mr. Angoitia was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C. Mr. Angoitia currently serves on the boards of directors of Grupo Televisa, Grupo Financiero Banorte and (as an alternate member) Fomento Económico Mexicano, S.A.B. de C.V. Mr. Angoitia holds a law degree from Universidad Nacional Autonoma de Mexico.
Mr. Emilio Azcárraga Jean has been a member of our board of directors since December 2010. Mr. Azcárraga has served as President, Chief Executive Officer and Chairman of the board of directors of Televisa since April 1997. Mr. Azcárraga currently serves on the boards of directors of Televisa and Banco Nacional de México, S.A. Mr. Azcárraga holds a B.A. in Industrial Relations from Iberoamericana University and an M.B.A. Honoris Causa from the Business Institute of Madrid, Spain.
Mr. José Antonio Bastón Patiño has been a member of our board of directors since December 2011. Mr. Bastón Patiño has served as President of Television and Contents of Grupo Televisa since November 2008. From 2001 to 2008, Mr. Bastón Patiño served as Corporate Vice President of Television of Grupo Televisa. Mr. Bastón Patiño currently serves on the boards of directors of Grupo Televisa and several of its subsidiaries and other affiliated companies.
 
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Mr. Adam Chesnoff has been a member of our board of directors since March 2007. Mr. Chesnoff has served as the President and Chief Operating Officer of Saban Capital Group since January 2002. From February 1997 to October 2001, Mr. Chesnoff served as Vice President of Fox Family Worldwide. Mr. Chesnoff currently serves on the boards of directors of Partner Communications (Chairman), Saban Capital Group, Inc. and other affiliates of Saban Capital Group, Celestial Tiger Entertainment Ltd. and Media Nusantara Cinta Tbk. In addition, Mr. Chesnoff serves as a member of the board of commissioners of MNC and MNC Sky Vision. Mr. Chesnoff previously served on the boards of directors of ProSiebenSat.1 Media AG and Bezeq. Mr. Chesnoff holds a B.A. in Economics and Management from Tel Aviv University and an M.B.A. from the University of California, Los Angeles.
Mr. Henry G. Cisneros has been a member of our board of directors since June 2007. Mr. Cisneros has served as a Chairman of CityView America, a joint venture to build affordable homes in metropolitan areas which he founded, since 2005. From August 2000 to June 2005, Mr. Cisneros served as Chairman of American CityVista, a joint venture with KB Home which he founded. From January 1997 to August 2000, Mr. Cisneros served as our President, Chief Operating Officer and a member of our board of directors. Mr. Cisneros currently serves on the boards of directors of CityView, La Quinta, New America Alliance and the San Antonio Hispanic Chamber of Commerce. Mr. Cisneros has previously served on the boards of directors of KB Home, Countrywide Financial Corporation and Live Nation. Mr. Cisneros holds a B.A. and an M.A. in Urban and Regional Planning from Texas A&M University, an M.P.A. from the John F. Kennedy School of Government at Harvard University and a Doctor in Public Administration from George Washington University.
Mr. Michael P. Cole has been a member of our board of directors since April 2007. Mr. Cole has served as President of MAEVA Group, a turnaround-oriented merchant bank since April 2014. From August 1997 to March 2014, Mr. Cole served in positions of increasing responsibility with Madison Dearborn, including as a Managing Director since 2007. Mr. Cole holds an A.B. from Harvard College.
Mr. Kelvin L. Davis has been a member of our board of directors since April 2007. Mr. Davis is a Senior Partner of TPG and the Founder and Co-Head of TPG Real Estate. He is also a member of TPG Holding’s Executive Committee. From March 2000-2009, Mr. Davis led TPG Capital’s North American Buyout Group, encompassing investments in all non-technology industry sectors. Prior to joining TPG in March 2000, Mr. Davis was President and Chief Operating Officer of Colony Capital, LLC, a private international real estate investment firm in Los Angeles, which he co-founded in 1991. Mr. Davis currently serves on the boards of directors of Caesars Entertainment Corporation (formerly Harrah’s Entertainment Inc.), Catellus Development Corporation, Taylor Morrison Home Corporation, Parkway Properties, Inc., AV Homes, Inc. and Enlivant (fka Assisted Living Concepts). Mr. Davis previously served on the boards of directors of Northwest Investments, LLC, Altivity Packaging LLC, Aleris International Inc., Graphic Packaging Holding Company, Kraton Polymers LLC, Kraton Performance Polymers, Inc., Metro-Goldwyn Mayer, Inc. and Texas Genco LLC. Mr. Davis holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard University.
Mr. David Goel has been a member of our board of directors since January 2014. Mr. Goel is a co-founder of Matrix Capital Management Company, LLC and has served as Managing General Partner since October 1999. Prior to forming Matrix in 1999, Mr. Goel was a Member and Technology Research Analyst at Tiger Management. Previously, he was an Associate at General Atlantic Partners and a Financial Analyst at Morgan Stanley, focusing on Technology Investment Banking. Mr. Goel is a Director of Popular, Inc., a bank with operations in New York and Puerto Rico. Mr. Goel is a Trustee of Phillips Exeter Academy and a Trustee of the Museum of Fine Arts, Boston, MA. Mr. Goel received a B.A., magna cum laude , from Harvard University and is a graduate of Phillips Exeter Academy.
Mr. Michael N. Gray has been a member of our board of directors since April 2011. Mr. Gray is a Managing Director of Providence Equity. Prior to joining Providence Equity in August 2004, Mr. Gray served as a Vice President of First Union Capital Partners. Currently, Mr. Gray also serves on the board of directors of Grupo TorreSur, ikaSystems and Trilogy International Partners. Mr. Gray holds a B.S. in Business Administration and a
 
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Master of Accounting from the University of North Carolina at Chapel Hill and an M.B.A. from the Stanford Graduate School of Business.
Mr. Jonathan M. Nelson has been a member of our board of directors since April 2007. Mr. Nelson has served as Chief Executive Officer and founder of Providence Equity since 1989. Mr. Nelson currently serves on the boards of directors of The Chernin Group, Television Broadcasts Limited, “Hong Kong,” Soccer United Marketing, L.L.C., an affiliate of Major League Soccer and Sports Network, Inc. Mr. Nelson has previously served on the boards of directors of AT&T Canada, Inc., Bresnan Broadband Holdings, LLC, Brooks Fiber Properties, Inc. (now Verizon Communications Inc.), Eircom plc, Hulu, Metro-Goldwyn-Mayer Inc., Language Line, Voice Stream Wireless Corp. (now Deutsche Telekom A.G.), Warner Music Group Corp., Wellman Inc. and Western Wireless Corporation (now Alltel Corp.), Yankees Entertainment and Sports Network (YES) as well as numerous privately-held companies affiliated with Providence Equity and Narragansett Capital Inc. Mr. Nelson holds a B.A. from Brown University and an M.B.A. from Harvard University.
Mr. James N. Perry, Jr. has been a member of our board of directors since March 2007. Mr. Perry is a Managing Director at Madison Dearborn, a position he has held since 1999. Prior to co-founding Madison Dearborn, Mr. Perry was with First Chicago Venture Capital for eight years. Prior to that, Mr. Perry worked at The First National Bank of Chicago. Mr. Perry currently serves on the boards of directors of Asurion Corporation, Centennial Towers, Quickplay Media, The Topps Company and Chicago Public Media. Over the last ten years Mr. Perry has served on the boards of directors of Cbeyond Communications, Cinemark, MetroPCS, and T-Mobile USA. Mr. Perry holds a B.A. in Economics from the University of Pennsylvania and an M.B.A. from The University of Chicago Booth School of Business.
Mr. Enrique F. Senior Hernández has been a member of our board of directors since December 2010. Mr. Senior Hernández has served as a Managing Director of Allen & Company, LLC since July 1972. Mr. Senior Hernández currently serves on the boards of directors of Televisa, Coca-Cola FEMSA, S.A.B. de C.V., Fomento Económico Mexicano, S.A.B. de C.V. and Cinemark Holdings, Inc. Mr. Senior Hernández holds a B.A. in Architecture, a B.E. in Electrical Engineering and a B.S. in Industrial Administration from Yale University, an M.B.A. from the Harvard University, and an honorary J.D. from Emerson College.
Mr. David I. Trujillo is a Partner of TPG and leads TPG’s Internet, Media and Communications investing efforts. Prior to joining TPG in January 2006, Mr. Trujillo was a Vice President of GTCR Golder Rauner, LLC from January 1998 through December 2005 and an investment banker at Merrill Lynch & Co. Mr. Trujillo is currently a Director of Creative Artists Agency (CAA), Lynda.com and RentPath. Mr. Trujillo led TPG’s growth equity investments in Airbnb and Uber, as well as TPG’s historic credit investments in Citadel Broadcasting and Clear Channel Communications. Mr. Trujillo previously served on the boards of Fenwal Therapeutics, Sorenson Communications, HSM Electronic Protection Services and Triad Financial. Mr. Trujillo received a B.A. in Economics from Yale University and an M.B.A. from the Stanford Graduate School of Business.
Mr. Tony Vinciquerra has been a member of our board of directors since October 2011. Mr. Vinciquerra has served as Senior Advisor of TPG Capital since September 2011. From September 2008 to February 2011, Mr. Vinciquerra served as Chairman and Chief Executive Officer of Fox Networks Group. Mr. Vinciquerra currently serves on the compensation and nominating and governance committees of DirecTV. Mr. Vinciquerra previously served on the board of directors of Motorola Mobility, where he served as the lead director. Mr. Vinciquerra holds a B.S. in Marketing from State University of New York at Albany.
 
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Board of Directors
Our business and affairs are managed under the direction of our board of directors. Our bylaws provide that our board of directors shall have 20 members or such number as may be fixed from time to time by resolution of at least a majority of our board of directors then in office. The amended and restated principal investor agreement (“PIA”) that we entered into with the Investors and Televisa grants each of the Investors and Televisa the right to appoint directors based on the dollar amount of their investment in our common stock. As of the date of this prospectus, each of the Investors may appoint three directors to the board of directors except for Saban Capital Group, which may appoint two directors. Since 2007, THL has elected not to appoint any members to the board of directors and instead has appointed three observers to the board of directors. Pursuant to the PIA, Televisa has the right to appoint three directors to the board of directors until such time as Televisa holds less than 95% of the 526,336 shares of our common stock held by Televisa, on a fully diluted basis, immediately following the closing of Televisa’s investment in us on December 20, 2010, which represent             shares of common stock following the Equity Recapitalization. Our board also included two independent directors. In 2011, our board of directors was expanded to 22 members pursuant to the resolutions of our board of directors and the consent of our stockholders in order to appoint an independent director and an additional Televisa designee. Due to certain vacancies and THL’s decision not to appoint any members to our board of directors, our board of directors is currently composed of seventeen directors. Our executive officers and key employees serve at the discretion of our board of directors. For more information regarding the director designation rights of the Investors and Televisa, please see “Description of Capital Stock—Director Designation Rights.”
Background and Experience of Directors
The members of our board of directors were selected to serve as directors for the following reasons:
Mr. Saban—was nominated to our board of directors by Saban pursuant to their rights under the PIA.
Mr. Alsikafi—was nominated to our board of directors by Madison Dearborn pursuant to their rights under the PIA.
Mr. Angoitia—was nominated to our board of directors by Televisa pursuant to their rights under the PIA.
Mr. Azcárraga—was nominated to our board of directors by Televisa pursuant to their rights under the PIA.
Mr. Bastón Patiño—was nominated to our board of directors by Televisa pursuant to their rights under the PIA.
Mr. Chesnoff—was nominated to our board of directors by Saban pursuant to their rights under the PIA.
Mr. Cisneros—was elected to our board of directors based on his extensive history with and knowledge of Univision through his prior service as President and Chief Operating Officer, his business experience both before and after he joined us and his experience serving on the boards of other companies.
Mr. Cole—was nominated to our board of directors by Madison Dearborn pursuant to their rights under the PIA;
Mr. Davis—was nominated to our board of directors by TPG Capital pursuant to their rights under the PIA.
Mr. Falco—was elected to our board of directors based on his service as President and Chief Executive Officer and his business experience both before and after he joined us.
Mr. Goel—was elected to our board of directors based on his strong business experience and leadership skills, including as co-founder and Managing General Partner of Matrix Capital Management Company.
 
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Mr. Gray—was nominated to our board of directors by Providence Equity pursuant to their rights under the PIA.
Mr. Nelson—was nominated to our board of directors by Providence Equity pursuant to their rights under the PIA.
Mr. Perry—was nominated to our board of directors by Madison Dearborn pursuant to their rights under the PIA.
Mr. Senior Hernández—was elected to our board of directors based on his strong business experience and leadership skills, including as Managing Director of Allen & Company, and his experience serving on the boards of other companies.
Mr. Trujillo—was nominated to our board of directors by TPG Capital pursuant to their rights under the PIA.
Mr. Vinciquerra—was nominated to our board of directors by TPG Capital pursuant to their rights under the PIA.
Director Independence
Our board of directors has affirmatively determined that                      are independent directors under the applicable rules of the NYSE.
Board Committees
Our board of directors has the authority to appoint committees to perform certain management and administration functions. Pursuant to the PIA, each committee of the board of directors shall be comprised of at least one director appointed by each Investor and Televisa, unless the Investor or Televisa waive such requirement. Since THL has elected not to appoint any directors, they are not represented on any committees.
Audit Committee
The primary purpose of our audit committee is to assist the board’s oversight of our accounting and financial reporting processes. David Trujillo, Zaid Alsikafi, Alfonso de Angoitia, Adam Chesnoff and Michael Gray serves on the audit committee and James Carlisle, a THL appointee, serves as an observer.                      qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 401(h)(2) of Regulation S-K. Our board of directors has affirmatively determined that                      meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable SEC and NYSE rules. Our audit committee is not currently comprised entirely of independent members. We intend to comply with these independence requirements for all members of the audit committee within the time periods specified therein. The audit committee is governed by a charter that complies with the rules of the NYSE.
Compensation Committee
The primary purpose of our compensation committee is to determine, approve and administer compensation policies and programs. Michael Gray, Alfonso de Angoitia, Adam Chesnoff, Zaid Alsikafi and David Trujillo serves on the compensation committee and James Carlisle serves as an observer. Upon the consummation of this offering, our compensation committee will meet the requirements of the rules of the NYSE. The compensation committee is governed by a charter that complies with the rules of the NYSE.
 
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Nominating and Corporate Governance Committee
The primary purposes of our nominating and corporate governance committee are to identify and screen individuals qualified to serve as directors and recommend to the board of directors candidates for nomination for election; evaluate, monitor and make recommendations to the board of directors with respect to our corporate governance guidelines; coordinate and oversee the annual self-evaluation of the board of directors and its committees and management; and review our overall corporate governance and recommend improvements for approval by the board of directors where appropriate. Upon the consummation of this offering,                      will serve on the nominating and corporate governance committee, and                      will serve as the chairman. The nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) and of any other company.
Code of Conduct
We have adopted a code of conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The code of conduct will be available on our website at www.univision.net. After this offering, any waiver to or amendment of the code for directors or executive officers may be made only by our board of directors and will be promptly disclosed to our stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of conduct on our website.
Corporate Governance Guidelines
Our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE, as applicable, that serve as a framework within which our board of directors and its committees operate. A copy of our corporate governance guidelines will be posted on our website.
Indemnification of Officers and Directors
Our amended and restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. We have established directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances. Our amended and restated certificate of incorporation further provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except to the extent that exculpation from liability is not permitted under the DGCL. We have also entered into indemnification agreements with each of our directors. These agreements, among other things, require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director.
 
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 EXECUTIVE AND DIRECTOR COMPENSATION
The following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. The actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.
Overview
This compensation discussion and analysis discusses our executive compensation philosophy, objectives, and design; our compensation-setting process, our executive compensation program components; and decisions made in 2014 with respect to the compensation of each of our named executive officers. Our named executive officers for 2014 were:
 
 	•	 	Randel A. Falco, President and Chief Executive Officer;	
 
 	•	 	Andrew W. Hobson, former Senior Executive Vice President and Chief Financial Officer;	
 
 	•	 	Jonathan Schwartz, Executive Vice President, General Counsel & Head of Government Relations, and Secretary;	
 
 	•	 	Roberto Llamas, Executive Vice President, Chief Human Resources and Community Empowerment Officer; and	
 
 	•	 	Peter H. Lori, Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer.	
Mr. Hobson resigned effective February 13, 2015. Peter H. Lori, who held the position of Executive Vice President-Finance and Chief Accounting Officer since January 2010, also served as Interim Chief Financial Officer from February 13, 2015 until May 6, 2015. On May 7, 2015, Francisco J. Lopez-Balboa was named Chief Financial Officer and Executive Vice President, effective immediately. See “—Management.”
Executive Compensation Program Objectives and Philosophy
We place great importance on our ability to attract, retain, motivate and reward experienced executives who enable us to achieve strong financial and operational performance and sustainable increases in stockholder value. To achieve our objectives, we need a highly talented team comprised of managers and employees experienced in cable programming, broadcast networks, digital or other media. Our named executive officers have extensive experience in each of these and related areas.
We offer both short-term and long-term incentive compensation programs in which overall compensation is tied to key strategic, operational and financial goals such as our Bank Credit Adjusted OIBDA, subscription revenue and comparative market performance based on advertising revenue.
As we transition from being a privately-held company, we will evaluate our executive compensation programs, including both the design of direct and indirect compensation plans, as well as the magnitude of total compensation opportunities as circumstances require, based on our business objectives and the competitive environment for talent. In doing so, we will maintain an appropriate balance between (1) short-term and long-term compensation, (2) cash and equity-based compensation and (3) awards tied to specific performance objectives versus those tied to continued service. It is our intention to continue our emphasis on pay-for-performance and long-term incentive compensation for our executive officers and, as further discussed below, we expect that long-term equity incentive awards will make up a greater percentage of our overall compensation following the consummation of this offering than they have historically. We plan to adopt a new equity incentive plan as discussed further below.
 
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Setting Compensation
Role of Compensation Committee
Our executive compensation program is overseen by our compensation committee. Among other responsibilities, the compensation committee (1) directs our executive compensation policies and practices, (2) reviews and determines the compensation of our President and Chief Executive Officer and other executive officers and (3) oversees our executive compensation policies and plans including reviewing, approving and administering compensation plans, policies and programs and determining the size and structure of equity awards.
Role of Compensation Consultant
The compensation committee has the authority to engage outside consultants and advisers to assist in the performance of its duties and responsibilities. The compensation committee did not retain the services of an outside compensation consultant to provide advice with respect to executive compensation programs for 2014. The compensation committee has engaged Frederic W. Cook & Co., Inc. as its independent compensation consultant to assist the compensation committee in designing and establishing compensation programs and determining decisions for 2015 and future periods.
Role of Management
From time to time, our President and Chief Executive Officer, our Chief Financial Officer, our General Counsel and Executive Vice President, Government Relations and our Executive Vice President, Chief Human Resources and Community Empowerment Officer attend meetings of the compensation committee to present information and answer questions. Our President and Chief Executive Officer makes recommendations to the compensation committee regarding compensation for the other named executive officers based upon our overall financial performance as well the responsibilities and achievements of the respective named executive officers. Other members of senior management provide support to the compensation committee as needed. No executive officer participated directly in the deliberations or determinations regarding his or her own compensation package.
Reference Book
The compensation committee annually reviews an executive reference book that is provided by our Executive Vice President, Chief Human Resources Officer. The reference book serves to provide a “tally sheet” summary of base salary, bonus and equity awards granted to the named executive officers for the completed fiscal year. The reference book also sets forth individual performance highlights, employment contract details and historical compensation. For 2014, the compensation committee considered the reference book and other internal factors, including experience, skills, position, level of responsibility, historic and current compensation levels, internal relationship of compensation levels between executives, as well as attraction and retention of executive talent to determine appropriate level of compensation. In determining 2014 compensation, the compensation committee did not use a formula for taking into account these different factors and the total compensation for our named executive officers was not determined based on any pre-set or specified percentile of market. Rather, we sought to compensate our executive officers at a level that would allow us to successfully recruit and retain the best possible talent for our executive team at a market-competitive and affordable level of cost that is supported by performance. We rely heavily on the knowledge and experience of the compensation committee in determining the appropriate compensation levels and mix for our executive officers.
Benchmarking
The compensation committee did not undertake any formal benchmarking in 2014. However, from time to time, the compensation committee and our senior management takes into consideration the aggregated survey results from the CTHRA Cable Programmers / Broadcast Networks Compensation Survey, a participant-only compensation survey conducted annually to provide compensation data for positions in television broadcast and
 
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programming. The identity of individual companies comprising the survey data is not disclosed to or considered by, the compensation committee or senior management in its evaluation process. Therefore, the compensation committee does not consider the identity of the companies comprising the survey data to be material for this purpose.
Elements of Compensation
Our executive compensation program consists of three principal elements, each of which is important to our desire to attract, retain, motivate and reward highly-qualified executives and to support our primary objective of aligning pay with performance. The three principal compensation elements are base salary, annual cash incentive bonuses and long-term equity incentives. In addition, each executive officer is also eligible to receive certain benefits, which are generally provided to all other eligible employees, and certain perquisites described below.
The compensation committee reviews our historical compensation and other information provided by senior management and other factors such as experience, performance and length of service to determine the appropriate level and mix of compensation for executive officers, by position and grade level. In support of our pay-for-performance philosophy, a significant percentage of total compensation opportunity is allocated to incentive compensation. To ensure that the executives who are most responsible for developing and executing our short- and long-term strategic plan are held most accountable for the outcome, the portion of total compensation opportunity delivered through variable incentives varies in direct proportion to each executive’s level and role within the organization.
The table below summarizes the current elements of our executive compensation program and what each element is designed to reward:

Compensation Element	  	Description	
Base Salary	  	•       Fixed level of compensation
 
•       Determined within a competitive range
 
•       Provides minimum level of cash compensation to attract and retain executives	
		
Annual Incentive Bonus	  	•       Performance-based cash incentive opportunity
 
•       Motivates executives to achieve specific company and individual performance goals and objectives in each fiscal year	
		
Long-Term Equity Incentive Award (Restricted Stock Units and Stock Options)	  	•       Aligns the executive’s interest with long-term stockholder interests
 
•       Variable pay based on increases in our stock price over time
 
•       Motivates executives to achieve long-term objectives	
		
Other Compensation and Benefits	  	•       Health and welfare benefits and perquisites provide a cost-efficient manner to attract and retain executives
 
•       401(k) Plan provides an opportunity for tax-efficient savings and long-term financial security	
The compensation committee believes that the combination of these elements offers the best approach to achieving our compensation goals, including attracting and retaining talented and capable executive officers and motivating them to expend maximum effort to improve business results, earnings and the overall value of our business.
 
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Base Salaries
The compensation committee is responsible for setting the base salaries of the named executive officers. Base salaries for these executives have been set at levels that are intended to reflect the competitive marketplace in attracting and retaining talented executives. The employment agreements of each of the named executive officers contain a minimum base salary level. For information regarding these minimum base salary levels, please see “—Employment Agreements” below. The compensation committee currently reviews the salaries of the named executive officers on an annual basis and may increase executive salaries. Based on an evaluation of the executive’s performance, experience, grade level and the competitive marketplace, and in accordance with the terms of the employment agreements, the compensation committee, in its discretion, has increased base salaries for the named executive officers typically at 12 to 15 month intervals. The compensation committee reviewed the base salaries of the named executive officers in 2014 and based on its evaluation, increased the annualized base salaries in 2014 over 2013 as follows:

Named Executive Officer	  	2014 Base Salary	 	  	2013 Base Salary	 	
Randel A. Falco (1)	  	$	1,750,000	  	  	$	1,500,000	  	
Andrew W. Hobson (2)	  	$	1,333,333	  	  	$	1,250,000	  	
Jonathan Schwartz (3)	  	$	968,750	  	  	$	950,000	  	
Roberto Llamas (4)	  	$	712,500	  	  	$	687,500	  	
Peter H. Lori (5)	  	$	581,799	  	  	$	560,833	  	

(1)	Mr. Falco’s base salary increased to $1,750,000 effective as of January 1, 2014.	
(2)	Mr. Hobson’s base salary increased to $1,350,000 effective as of March 1, 2014.	
(3)	Mr. Schwartz’s base salary increased to $975,000 effective as of April 1, 2014.	
(4)	Mr. Llamas’ base salary increased to $725,000 effective as of July 1, 2014.	
(5)	Mr. Lori’s base salary increased to $585,000 effective as of March 1, 2014.	
Annual Incentive Bonus
The compensation committee has the authority to award annual performance bonuses to our named executive officers. We believe that annual bonuses based on performance serve to align the interests of senior management and stockholders, and our annual bonus program is primarily designed to reward increases in Bank Credit Adjusted OIBDA, subscription revenue and market performance. We consider these to be key measures of our operating performance.
Annual incentive compensation for 2014 for our named executive officers was allocated from a target incentive bonus pool for all of our senior management established in the first fiscal quarter of 2014, 70% of which was based on our Bank Credit Adjusted OIBDA for the year ended December 31, 2014, 15% of which is based on comparative market performance based on advertising revenue reported by third-party sources and 15% of which is based on the subscription revenue for the year ended December 31, 2014.
Bank Credit Adjusted OIBDA represents operating income before depreciation, amortization and certain additional adjustments to operating income permitted under our senior secured credit facilities. Management uses Bank Credit Adjusted OIBDA to evaluate our operating performance, for planning and forecasting future business operations and to measure our ability to service our debt and meet our other cash needs. A reconciliation of Bank Credit Adjusted OIBDA to net (loss) income attributable to Univision Holdings, Inc., which is the most directly comparable GAAP financial measure, is presented in “Summary—Summary Historical Financial and Other Data.”
 
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For 2014, our target and actual performance across the components used to determine our incentive bonus pool for all of our senior management were as follows:

 	  	Target	  	Actual	  	% of Target
Earned	 	
Performance Components:	  		  		  				
Bank Credit Adjusted OIBDA (70%)	  	$1,250.0 million	  	$1,253.8 million	  	 	100.3	% 	
Comparative market performance based on advertising revenue reported by third-party sources (15%)	  	425.0 bps	  	301.7 bps	  	 	71.0	% 	
Subscription revenue (15%)	  	$691.0 million	  	$694.0 million	  	 	100.4	% 	
Incentive Bonus Pool (1)	  	$34.0 million	  	$33.6 million	  	 	98.8	% 	

(1)	Our 2014 incentive bonus pool for all of our senior management was subject to an overall cap of $47.7 million. The actual payout of our 2014 incentive compensation pool was $33.6 million.	
Individual bonuses are performance based and as such, can be highly variable from year to year. The annual incentive bonuses for our named executive officers are determined by our compensation committee and, except with respect to his own bonus, our President and Chief Executive Officer. The annual incentive award targets for named executive officers are generally based on a percentage of annual base salary. The employment agreement of each named executive officer contains a target bonus level. For information regarding these target bonus levels, please see “—Employment Agreements” below.
The compensation committee currently reviews the target bonus levels of the named executive officers on an annual basis. The compensation committee evaluates each executive’s performance, experience and grade level and may adjust, upward or downward, executive target bonus levels accordingly. While the compensation committee uses each executive’s target bonus as a guideline, the actual bonus paid out under the plan is determined by the compensation committee in a discretionary manner based on its evaluation of the executive’s performance during the year, taking into account the recommendation of our President and Chief Executive Officer (except with respect to his own compensation), based on his annual evaluation of each executive’s performance and contributions during the year.
For 2014, each of our named executive officers earned the following annual incentive award:

Named Executive Officer	  	2014 Target Bonus	 	  	2014 Annual Incentive
Bonus	 	
Randel A. Falco (1)	  	$	2,905,000	  	  	$	3,400,000	  	
Andrew W. Hobson (2)	  	$	1,890,000	  	  	$	1,975,000	  	
Jonathan Schwartz (3)	  	$	1,384,500	  	  	$	1,385,000	  	
Roberto Llamas (4)	  	$	725,000	  	  	$	850,000	  	
Peter H. Lori (5)	  	$	585,000	  	  	$	615,000	  	

(1)	Mr. Falco’s 2014 target bonus was 166% of his effective base salary as of January 1, 2014.	
(2)	Mr. Hobson’s 2014 target bonus was 140% of his effective base salary as of March 1, 2014.	
(3)	Mr. Schwartz’s 2014 target bonus was 142% of his effective base salary as of April 1, 2014.	
(4)	Mr. Llamas’ 2014 target bonus was 100% of his effective base salary as of July 1, 2014.	
(5)	Mr. Lori’s 2014 target bonus was 100% of his effective base salary as of March 1, 2014.	
Long-Term Equity Incentive Awards
The named executive officers received awards under our long-term incentive program in 2014, which consisted of time-based vesting nonqualified stock option awards, issued in connection with the settlement of a portion of the restricted stock unit awards granted in 2013. We believe restricted stock units and stock options provide the named executive officers with an incentive to improve our stock price performance and create a
 
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direct alignment with stockholders’ interests, as well as a continuing stake in our long-term success. Following the completion of this offering, we expect to issue equity incentive awards at a higher rate than we have historically and as a result long-term equity incentive awards will make up a greater percentage of our overall compensation than they have in the past.
Restricted Stock Units
We did not grant any restricted stock unit awards to our named executive officers in 2014. We granted restricted stock unit awards in 2013, which vested 25% on July 15, 2014 and will vest 25% on each July 15, 2015, 2016 and 2017 as long as the recipient is continuously employed on the applicable vesting date, provided that all or a portion of a recipient’s award may vest upon termination of employment under certain circumstances. Information regarding restricted stock units granted prior to 2014 for the named executive officers appears in the “Outstanding Equity Awards at December 31, 2014” and “Potential Payments upon Termination or Change in Control” tables below.
Stock Options
Each nonqualified stock option granted to our named executive officers in 2014 was issued in connection with the settlement of a portion of the restricted stock unit awards granted in 2013. Each such nonqualified stock option was granted with respect to the number of shares surrendered to cover such officers’ withholding tax obligations upon net settlement of the vested restricted stock units at an exercise price no less than the fair market value of the shares of common stock underlying such option on the grant date of such option. This grant of nonqualified stock options enabled the named executive officers to maintain their percentage ownership in us in connection with the net settlement of their restricted stock units. Such nonqualified stock options vest over three years, at a rate of 33.3% per year, beginning on July 15, 2015. Nonqualified stock options granted in 2014 fully vest upon a liquidity event (including a change of control or the commencement of this offering) or termination of employment under certain circumstances. Information regarding nonqualified stock options granted for the named executive officers is set forth under “2014 Summary Compensation Table” and “2014 Grants of Plan Based Awards” below. More information regarding nonqualified stock option granted during and prior to 2014 for the named executive officers appears in the “Outstanding Equity Awards at December 31, 2014” and “Potential Payments upon Termination or Change in Control” tables below.
In 2014, our compensation committee made grants of stock options to our named executive officers in the following amounts:

Named Executive Officer	  	2014 Option Award (1)	 	
Randel A. Falco	  	$	699,974	  	
Andrew W. Hobson	  	$	280,312	  	
Jonathan Schwartz	  	$	—	  	
Roberto Llamas	  	$	82,496	  	
Peter H. Lori	  	$	86,599	  	

(1)	Amounts shown in the column “2014 Option Awards” presents the aggregate grant date fair value of option awards granted in the fiscal year in accordance with ASC 718, Compensation—Stock Compensation. The estimated grant date fair value was based on a valuation of $264.40 per share. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Notes 1 and 15 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers. The estimated fair value of our stock was based on a valuation made by an independent third-party that took into consideration the lack of control and limited marketability of the securities.	
 
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Other Compensation and Benefits
Health and Welfare Benefits
The named executive officers are eligible to participate in the same health and welfare benefit plans made available to the other benefits-eligible employees, including, for example, medical, dental, vision, life insurance and disability coverage. In addition to the standard life insurance available to all employees (based on a multiple of base salary, up to a $4.0 million cap on the total amount of life insurance), in 2014, we provided Mr. Hobson with term life insurance coverage in an amount of $3.0 million and long-term disability benefits of $561,000 per year and in 2015 and future periods, will provide Mr. Falco with term life insurance coverage in an amount of $3.0 million and long-term disability benefits of $561,000 per year. The expected death benefits are expected to grow over time to the extent that the dividends payable on the policy values exceed the premiums required to fund the death benefit. Information regarding premiums paid by us are set forth in the “2014 Summary Compensation Table” below.
Perquisites
We provide perquisites to certain executive officers, which may include financial and tax services, commuting expenses, automobile allowance, de minimis holiday gifts and reimbursement for annual physical examinations. The aggregate value of perquisites received by the named executive officers is set forth in the “2014 Summary Compensation Table” below.
401(k) Plan
Under the Univision Savings Tax Advantage Retirement Plan (the “401(k) Plan”), a tax-qualified retirement savings plan, participating employees, including executive officers, may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible pay on an after-tax basis. In 2014, we made a matching contribution of $0.50 for each $1.00 for the first 3% of eligible pay contributed by participating employees and, in 2015, will continue to make matching contributions of $0.50 for each $1.00 for the first 3% of eligible pay contributed (up to a cap of $3,975 per participating employee). Our matching contributions are not subject to vesting limitations. Matching contributions made by us under the 401(k) Plan to the named executive officers in 2014 are set forth in the “2014 Summary Compensation Table” below.
Post-Termination Compensation
Our executives have helped build us into the successful enterprise that we are today and we believe that post-termination benefits are integral to our ability to attract and retain talented executives.
Under certain circumstances, payments or other benefits may be provided to employees upon the termination of their employment with us. The amount and type of any payment or benefit will depend upon the circumstances of the termination of employment. These may include termination by us without “cause,” termination by the employee for “good reason,” voluntary resignation by the employee without “good reason,” death, disability, or termination following a change in control. The definitions of “cause” and “good reason” vary among the different employment agreements with the named executive officers and the equity award agreements.
For a description and quantification of the severance and other benefits payable to each of the named executive officers and accelerated equity award vesting under the different circumstances of termination, please see “Potential Payments Upon Termination or Change in Change in Control” below.
 
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Employment Agreements
We have written employment agreements with our current named executive officers and had an employment agreement with Mr. Hobson, who resigned effective February 13, 2015. For a description of the terms and provisions of the employment agreements, see “—Employment Agreements” below.
Parachute Tax Gross-Up
If the Company’s stock is readily tradable on an established securities market or otherwise for purposes of Section 280G of the Code, Mr. Falco is entitled to tax gross-up payments in the event that any payment or benefit to such individual would be an “excess parachute payment” as defined in Section 280G of the Code and subject to the excise tax imposed by Section 4999 of the Code, as well as indemnification by the Company for any interest, penalties or additions to tax payable by the executive as a result of the imposition of such excise tax or gross-up payment.
Tax Deductibility of Compensation
Section 162(m) of the Code generally disallows publicly held companies a tax deduction for compensation in excess of $1 million paid to their chief executive officer and the next three most highly compensated executive officers (other than the chief financial officer) unless such compensation qualifies for an exemption for certain compensation that is based on performance. Section 162(m) of the Code provides transition relief for privately held companies that become publicly held, pursuant to which the foregoing deduction limit does not apply to any remuneration paid pursuant to compensation plans or agreements in existence during the period in which the corporation was not publicly held if, in connection with an initial public offering, the prospectus accompanying the initial public offering discloses information concerning those plans or agreements that satisfies all applicable securities laws then in effect. If the transition requirements are met in connection with an initial public offering, the transition relief continues until the earliest of (i) the expiration of the plan or agreement, (ii) the material modification of the plan or agreement, (iii) the issuance of all employer stock and other compensation that has been allocated under the plan or (iv) the first meeting of the stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs. Our intent generally is to design and administer executive compensation programs in a manner that will preserve the deductibility of compensation paid to our executive officers, and we believe that a substantial portion of our current executive compensation program will satisfy the requirements for exemption from the $1 million deduction limitation, to the extent applicable. However, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. The compensation committee will monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable, performance based and consistent with our goals and the goals of our stockholders.
 
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2014 Summary Compensation Table
The following table sets forth certain information with respect to compensation earned by our named executive officers for the year ended December 31, 2014.

Name and Principal Position	 	Year	 	 	Salary
($)	 	 	Bonus
($)	 	 	Stock
Awards
($)	 	 	Option
Awards
($) (1)	 	 	Non-Equity
Incentive Plan
Compensation
($) (2)	 	 	Changes in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)	 	 	All Other
Compensation
($) (3)	 	 	Total
($)	 	
Randel A. Falco	 	 	2014	  	 	 	1,750,000	  	 	 	—	  	 	 	—	  	 	 	699,974	  	 	 	3,400,000	  	 	 	—	  	 	 	97,694	  	 	 	5,947,668	  	
President and Chief Executive Officer	 				 				 				 				 				 				 				 				 				
										
Andrew W. Hobson	 	 	2014	  	 	 	1,333,333	  	 	 	—	  	 	 	—	  	 	 	280,312	  	 	 	1,975,000	  	 	 	—	  	 	 	39,136	  	 	 	3,627,781	  	
former Senior Executive Vice President and Chief Financial Officer (4)	 				 				 				 				 				 				 				 				 				
										
Jonathan Schwartz	 	 	2014	  	 	 	968,750	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,385,000	  	 	 	—	  	 	 	4,388	  	 	 	2,358,138	  	
Executive Vice President, General Counsel & Head of Government Relations, and Secretary	 				 				 				 				 				 				 				 				 				
										
Roberto Llamas	 	 	2014	  	 	 	712,500	  	 	 	—	  	 	 	—	  	 	 	82,496	  	 	 	850,000	  	 	 	—	  	 	 	1,885	  	 	 	1,646,881	  	
Executive Vice President, Chief Human Resources and Community Empowerment	 				 				 				 				 				 				 				 				 				
										
Peter H. Lori	 	 	2014	  	 	 	581,799	  	 	 	—	  	 	 	—	  	 	 	86,599	  	 	 	615,000	  	 	 	—	  	 	 	4,391	  	 	 	1,287,789	  	
Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer	 				 				 				 				 				 				 				 				 				

(1)	Amounts shown in the column “Option Awards” presents the aggregate grant date fair value of option awards granted in the fiscal year in accordance with ASC 718, Compensation—Stock Compensation. The estimated grant date fair value was based on a valuation of $264.40 per share. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Notes 1 and 15 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers. The estimated fair value of our stock was based on a valuation made by an independent third-party that took into consideration the lack of control and limited marketability of the securities.	
(2)	Reflects performance bonuses awarded under our annual incentive plan. See “—Elements of Compensation—Annual Incentive Bonus.”	
(3)	Reflects contributions to the 401(k) Plans, premiums paid for life insurance, reimbursed commuting expenses, reimbursed automobile allowances and de minimis holiday gifts, as set forth in the below table.	

Name	  	Contributions
to 401(k) Plan	 	  	Premiums
Paid for Life
Insurance	 	  	Commuting
Expenses	 	  	Automobile
Allowance	 	  	Holiday Gifts	 	
Randel A. Falco	  	$	—	  	  	$	—	  	  	$	96,794	  	  	$	—	  	  	$	901	  	
Andrew W. Hobson	  	 	3,900	  	  	 	16,440	  	  	 	11,108	  	  	 	7,200	  	  	 	488	  	
Jonathan Schwartz	  	 	3,900	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	488	  	
Roberto Llamas	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	1,885	  	
Peter H. Lori	  	 	3,900	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	491	  	
 
(4)	Mr. Hobson resigned as Senior Executive Vice President and Chief Financial Officer effective February 13, 2015. Peter H. Lori, who held the position of Executive Vice President-Finance and Chief Accounting Officer since January 2010, also served as Interim Chief Financial Officer from February 13, 2015 until May 6, 2015. See “—Management.”	
 
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2014 Grants of Plan-Based Awards
The following table summarizes plan-based awards granted to our named executive officers for the year ended December 31, 2014.

 	 	 	 	 	 	 	Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards	 	 	All Other
Option
Awards:
Number
Securities
Underlying
Options (1)	 	 	Exercise
or Base
Price of
Option
Awards	 	 	Grant
Date Fair
Value of
Stock and
Option
Awards (2)	 	
Name	 	Award	 	Grant
Date	 	 	Threshold
($)	 	 	Target
($)	 	 	Maximum
(#)	 	 	(#)	 	 	($/Sh)	 	 	($)	 	
Randel A. Falco	 	Non-Equity Incentive Award	 	 	—	  	 	 	—	  	 	 	3,400,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	Stock Option Grant	 	 	12/12/14	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	4,777	  	 	 	264.40	  	 	 	699,974	  	
									
Andrew W. Hobson	 	Non-Equity Incentive Award	 	 	—	  	 	 	—	  	 	 	1,975,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	Stock Option Grant	 	 	12/12/14	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,913	  	 	 	264.40	  	 	 	280,312	  	
									
Jonathan Schwartz	 	Non-Equity Incentive Award	 	 	—	  	 	 	—	  	 	 	1,385,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
									
Roberto Llamas	 	Non-Equity Incentive Award	 	 	—	  	 	 	—	  	 	 	950,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	Stock Option Grant	 	 	12/12/14	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	563	  	 	 	264.40	  	 	 	82,496	  	
									
Peter H. Lori	 	Non-Equity Incentive Award	 	 	—	  	 	 	—	  	 	 	700,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	Stock Option Grant	 	 	12/12/14	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	591	  	 	 	264.40	  	 	 	86,599	  	

(1)	Nonqualified stock options granted in 2014 vest over three years, at a rate of 33.3% per year, beginning on July 15, 2015.	
(2)	Amounts shown in the column “Grant Date Fair Value of Stock and Option Awards” presents the aggregate grant date fair value of option awards granted in the fiscal year in accordance with ASC 718, Compensation—Stock Compensation. The estimated grant date fair value was based on a valuation of $264.40 per share. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Notes 1 and 15 to our audited consolidated financial statements for the year ended December 31, 2014 included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers. The estimated fair value of our stock was based on a valuation made by an independent third-party that took into consideration the lack of control and limited marketability of the securities.	
 
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Outstanding Equity Awards at December 31, 2014
The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at December 31, 2014.

 	 	Option Awards	 	 	Stock Awards	 	
Name	 	Grant
Date	 	 	Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable	 	 	Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1)	 	 	Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)	 	 	Option
Exercise
Price
($)	 	 	Option
Expiration
Date	 	 	Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#) (2)	 	 	Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested (3)	 	 	Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)	 	 	Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)	 	
Randel A. Falco	 	 	1/17/11	  	 	 	15,968	  	 	 	10,645	  	 	 	—	  	 	 	197.95	  	 	 	1/17/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	1/17/11	  	 	 	9,463	  	 	 	6,308	  	 	 	—	  	 	 	395.90	  	 	 	1/17/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	10/24/11	  	 	 	7,984	  	 	 	5,323	  	 	 	—	  	 	 	197.95	  	 	 	9/15/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	10/24/11	  	 	 	4,731	  	 	 	3,154	  	 	 	—	  	 	 	395.90	  	 	 	9/15/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	12/12/14	  	 	 	—	  	 	 	4,777	  	 	 	—	  	 	 	264.40	  	 	 	12/12/19	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	9/18/13	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	30,000	  	 	 	11,408,400	  	 	 	—	  	 	 	—	  	
Andrew W. Hobson	 	 	4/29/11	  	 	 	6,358	  	 	 	—	  	 	 	—	  	 	 	306.67	  	 	 	4/29/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	4/29/11	  	 	 	27,550	  	 	 	—	  	 	 	—	  	 	 	494.88	  	 	 	4/29/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	4/29/11	  	 	 	2,119	  	 	 	—	  	 	 	—	  	 	 	593.85	  	 	 	4/29/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	12/12/14	  	 	 	—	  	 	 	1,913	  	 	 	—	  	 	 	264.40	  	 	 	12/12/19	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	9/18/13	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	12,750	  	 	 	4,848,570	  	 	 	—	  	 	 	—	  	
Jonathan Schwartz	 	 	12/1/12	  	 	 	6,353	  	 	 	9,980	  	 	 	—	  	 	 	197.95	  	 	 	12/1/22	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	12/1/12	  	 	 	3,943	  	 	 	5,914	  	 	 	—	  	 	 	395.90	  	 	 	12/1/22	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Roberto Llamas	 	 	3/31/11	  	 	 	5,988	  	 	 	3,992	  	 	 	—	  	 	 	197.95	  	 	 	3/31/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	3/31/11	  	 	 	3,548	  	 	 	2,366	  	 	 	—	  	 	 	395.90	  	 	 	3/31/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	12/12/14	  	 	 	—	  	 	 	563	  	 	 	—	  	 	 	264.40	  	 	 	12/12/19	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	9/18/13	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	3,750	  	 	 	1,426,050	  	 	 	—	  	 	 	—	  	
Peter H. Lori	 	 	1/3/11	  	 	 	6,653	  	 	 	—	  	 	 	—	  	 	 	197.95	  	 	 	1/3/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	1/3/11	  	 	 	3,948	  	 	 	—	  	 	 	—	  	 	 	395.90	  	 	 	1/3/21	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	12/12/14	  	 	 	—	  	 	 	591	  	 	 	—	  	 	 	264.40	  	 	 	12/12/19	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	 	 	9/18/13	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	3,938	  	 	 	1,497,353	  	 	 	—	  	 	 	—	  	

(1)	Nonqualified stock options granted to Mr. Falco in January 2011, to Mr. Schwartz in 2012 and to Mr. Llamas in 2011 vest over five years, at a rate of 20% per year, beginning on the first anniversary of their grant date. Nonqualified stock options granted to Mr. Falco in October 2011 vest over five years, at a rate of 20% per year, beginning on January 17, 2011. Nonqualified stock options granted in 2014 vest over three years, at a rate of 33.3% per year, beginning on July 15, 2015. All of the nonqualified stock options granted in 2014 fully vest upon a liquidity event (including a change of control or commencement of this offering). More information regarding accelerated stock option vesting appears in the “Potential Payments upon Termination or Change in Control” table below. Nonqualified stock options granted to Mr. Hobson and Mr. Lori in 2011 were fully vested as of December 31, 2014.	
(2)	Restricted stock units awarded in 2013 vest over four years at a rate of 25% per year, beginning on July 15, 2014. Information regarding accelerated stock award vesting appears in the “Potential Payments upon Termination or Change in Control” table below.	
(3)	Reflects an estimated fair value of our stock of $380.28 per share based on a subsequent valuation as of December 31, 2014 made by an independent third-party that took into consideration the lack of control and limited marketability of the securities.	
 
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Options Exercised and Stock Vested in 2014
The following table sets forth certain information with respect to restricted stock unit awards vested by our named executive officers in fiscal year 2014. None of our named executive officers exercised stock options during 2014.

 	  	Stock Awards	 	
Name	  	Number of Shares
Acquired on
Vesting (#)	 	  	Value Realized
on Vesting
($) (1)	 	
Randel A. Falco	  	 	10,000	  	  	 	2,644,000	  	
Andrew W. Hobson	  	 	4,250	  	  	 	1,123,700	  	
Jonathan Schwartz	  	 	—	  	  	 	—	  	
Roberto Llamas	  	 	1,250	  	  	 	330,500	  	
Peter H. Lori	  	 	1,313	  	  	 	347,025	  	

(1)	Reflects an estimated fair value of our stock of $264.40 per share based on a valuation made by an independent third-party that took into consideration the lack of control and limited marketability of the securities.	
Pension Benefits
Our named executive officers did not participate in any defined benefit pension plan during 2014.
Nonqualified Deferred Compensation
Our named executive officers did not receive nonqualified deferred compensation and had no deferred compensation benefits during 2014.
Employment Agreements
Randel A. Falco
We entered into an employment agreement with Mr. Falco on January 14, 2011, which was amended effective as of June 29, 2011, and then again effective as of February 19, 2014. Mr. Falco’s contract period continues until January 31, 2018 and automatically renews thereafter on an annual basis, unless he is terminated by certain agreed upon terms or either we or Mr. Falco provide notice of nonrenewal at least six months prior to the end of the then current term. The agreement provides that Mr. Falco will receive an initial annualized base salary of $1,750,000. Mr. Falco’s annual base salary will be reviewed annually (but will not be decreased) by the board of directors with respect to any term of employment under the agreement following the initial term ending January 31, 2018. The agreement also provides that Mr. Falco is eligible for an annual cash performance bonus with an annual target of 166% of his annual base salary, subject to satisfaction of performance and other criteria (including discretionary components in accordance with our practices) established and approved by the compensation committee. Pursuant to the agreement, Mr. Falco is also eligible for consideration for equity grants, including an initial grant of a nonqualified stock option.
If we terminate Mr. Falco’s employment without “cause,” Mr. Falco resigns for “good reason,” or if we elect not to renew the then-current employment term under the terms of the employment agreement, then, in addition to any accrued but unpaid base salary, we must provide Mr. Falco with, subject to his execution of a release of claims and his continued compliance with the restrictive covenants under his employment agreement, (i) an amount equal to the sum of 24 months’ base salary and his annual target bonus for the fiscal year of termination, payable in substantially equal installments over 24 months, (ii) any earned but unpaid annual bonus with respect to a prior fiscal year, (iii) a pro-rata portion of his annual target bonus for the fiscal year of termination (determined by multiplying the amount of such annual target bonus which would be due for the full
 
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fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date of termination and the denominator of which is 365), (iv) two years of continued life insurance coverage (ceasing earlier if Mr. Falco becomes eligible for life insurance with a subsequent employer), (v) monthly cash payments for a period of two years (ceasing earlier if Mr. Falco becomes eligible for medical coverage from a subsequent employer) equal to the monthly amount, grossed-up for taxes, of the COBRA continuation coverage premiums due under our group medical plans for Mr. Falco and his eligible dependents less an amount equal to the portion of the premium Mr. Falco would have paid were he an active employee, and (vi) any other amounts or benefits due executive in accordance with our benefit plans, programs or policies (other than severance). Mr. Falco shall also be entitled to treatment of his equity awards as provided in the applicable equity plan or award agreement. Upon termination due to death or disability, in addition to any accrued but unpaid base salary, we must provide Mr. Falco (or his estate) with (ii), (iii) and (vi) above.
For purposes of the termination provisions described above, “good reason” means, without the executive’s written consent, any of the following, provided, that the executive provides notice to the board of directors within 90 days of executive’s knowledge of the specific facts and circumstances constituting “good reason” stating such specific facts and circumstances and we are provided a reasonable opportunity to cure such circumstances (if curable) within 30 days of receipt of such notice and, if not cured, executive’s employment shall terminate for good reason on the day following expiration of such 30-day cure period:
 
 	•	 	a failure of executive to hold the title of President and Chief Executive Officer other than by reason of the executive’s termination of employment;	
 
 	•	 	a significant diminution of the executive’s duties in executive’s role as President and Chief Executive Officer;	
 
 	•	 	any change in the reporting structure so that executive reports to someone other than the board;	
 
 	•	 	any willful, material breach of any material obligation of us to the executive under the executive’s employment agreement or any equity agreements;	
 
 	•	 	failure of a successor to all or substantially all of our assets to assume the employment contract; and	
 
 	•	 	any requirement that the executive relocate his principal place of employment from the New York, NY metropolitan area.	
For purposes of the termination provisions described above, “cause” means any of the following, provided that the board of directors has provided notice to the executive, within 90 days of obtaining knowledge of specific facts and circumstances constituting “cause”, stating such specific facts and circumstances and executive is provided a reasonable opportunity to cure such circumstances (if curable) within 90 days after any such notice:
 
 	•	 	executive’s willful failure to perform executive’s services under the executive’s employment agreement in any material way or willful, material breach of fiduciary duty;	
 
 	•	 	executive’s conviction of (or pleading guilty to or nolo contendere in respect of) a felony (other than driving while intoxicated) or any lesser, willful, material offense involving dishonesty, moral turpitude or our or our affiliates’ property; and	
 
 	•	 	material willful misconduct or willful material breach by executive of any of the provisions of the executive’s employment agreement.	
Andrew W. Hobson
We entered into an employment agreement with Mr. Hobson as of December 30, 2008, which was amended effective as of April 29, 2011, and then again effective as of October 16, 2014. The agreement provides that Mr. Hobson will receive an initial annualized base salary of $1,350,000 effective as of March 1, 2014. Mr. Hobson’s annual base salary will be reviewed annually by the board of directors and may be increased (but will not decrease). The agreement also provides that Mr. Hobson is eligible for an annual cash performance
 
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bonus with an annual target of 140% of his annual base salary, subject to performance goals established by the board of directors in good faith. Pursuant to the agreement, Mr. Hobson was also eligible for consideration for equity grants, including an initial grant of a nonqualified stock option.
Mr. Hobson resigned effective February 13, 2015. The Company and Mr. Hobson are currently discussing the terms of Mr. Hobson’s separation.
Jonathan Schwartz
We entered into an amended and restated employment agreement with Mr. Schwartz effective on October 12, 2015. Mr. Schwartz’s agreement provides for an initial term through December 31, 2019 and automatically renews thereafter on an annual basis unless either party provides six months’ notice that the term of employment will not be extended. The agreement provides that Mr. Schwartz will receive an annualized base salary of $1,100,000 subject to annual review by our President and Chief Executive Officer and compensation committee, who have discretion to increase (but not decrease) the base salary level then in effect. The agreement also provides that Mr. Schwartz is eligible for an annual cash performance bonus with a target of 136% of his annual base salary, subject to satisfaction of performance and other criteria (including discretionary components in accordance with our practices) established and approved by the President and Chief Executive Officer and compensation committee who have discretion to increase (but not decrease) the target.
If we terminate Mr. Schwartz’s employment without “cause” or Mr. Schwartz resigns for “good reason,” then, in addition to any accrued but unpaid base salary, we must provide Mr. Schwartz with, subject to his execution of a release of claims and his continued compliance with the restrictive covenants under his employment agreement, (i) an amount equal to 18 months of his annual base salary, (ii) any earned but unpaid annual bonus with respect to a prior fiscal year, (iii) (a) within 30 days of termination, a 70% pro-rata portion of his annual target bonus for the fiscal year of termination (determined by multiplying the amount of such annual target bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date of termination and the denominator of which is 365) and (b) at such time as bonuses are determined and paid to other executives, the remaining pro-rata portion of his annual target bonus (which portion may be reduced to be consistent with the percentage of the target bonus paid to other executives) and (iv) monthly cash payments for a period of one year (ceasing earlier if Mr. Schwartz becomes eligible for medical coverage from a subsequent employer) equal to the monthly amount of the COBRA continuation coverage premiums due under our group medical plans for Mr. Schwartz and his eligible dependents less an amount equal to the portion of the premium Mr. Schwartz would have paid were he an active employee. Mr. Schwartz shall also be entitled to treatment of his equity awards as provided in the applicable equity plan or award agreement. Upon termination due to death or disability, in addition to any accrued but unpaid base salary, we must provide Mr. Schwartz (or his estate) with (ii), (iii) and (iv) above.
For purposes of the termination provisions described above, “good reason” means, without the executive’s written consent, any of the following, provided, that the executive provides notice to us within 90 days of executive’s knowledge of the specific facts and circumstances constituting “good reason” stating such specific facts and circumstances and we are provided a reasonable opportunity to cure such circumstances (if curable) within 30 days of receipt of such notice and, if not cured, executive terminates his employment no later than six months after the initial occurrence of such facts and circumstances:
 
 	•	 	any material reduction in the executive’s duties, responsibilities or authorities;	
 
 	•	 	no longer reporting to the President and Chief Executive Officer;	
 
 	•	 	an adverse change in title;	
 
 	•	 	a relocation of the executive’s primary office location at least 50 miles farther from both executive’s then primary office location and the executive’s then primary residence; and	
 
 	•	 	a material breach by us of the executive’s employment or other agreements.	
 
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For purposes of the termination provisions described above, “cause” means any of the following:
 
 	•	 	willful misconduct in connection with the performance of the executive’s duties;	
 
 	•	 	gross negligence that is materially damaging to us;	
 
 	•	 	theft, fraud or other illegal conduct in connection with the performance of the executive’s duties;	
 
 	•	 	willful refusal or unwillingness to perform material duties;	
 
 	•	 	sexual or other unlawful harassment in connection with the performance of the executive’s duties;	
 
 	•	 	conviction (or pleading guilty to or nolo contendere ) of a felony or a crime involving moral turpitude;	
 
 	•	 	material violation of a fiduciary duty or of the duty of loyalty; and	
 
 	•	 	material breach of the executive’s employment agreement, which is not cured within twenty days of written notice.	
In connection with the amendment and restatement of Mr. Schwartz’s employment agreement, we accelerated the vesting schedule of 9,500 restricted stock units that had previously been granted to Mr. Schwartz such that 25% of the restricted stock units vested on September 10, 2015 and the remaining 75% shall vest in equal installments on the first three anniversaries of the initial grant.
Francisco J. Lopez-Balboa
We entered into an amended and restated employment agreement with Mr. Lopez-Balboa on June 30, 2015. Mr. Lopez-Balboa’s contract period continues until May 31, 2018 and automatically renews thereafter on an annual basis until May 31, 2020, unless he is terminated by certain agreed upon terms or either we or Mr. Lopez-Balboa provide notice of nonrenewal at least six months prior to the end of the then current term. The agreement provides that Mr. Lopez-Balboa will receive an initial annualized base salary of $1,000,000. Mr. Lopez-Balboa’s annual base salary will be reviewed annually (but will not decrease, except in the event of an across-the-board proportionate reduction applicable to substantially all senior executives of the Company) by the board of directors. The agreement also provides that Mr. Lopez-Balboa is eligible for an annual cash performance bonus with an annual target of 100% of his annual base salary, subject to satisfaction of performance goals established and approved by the compensation committee in consultation with the Chief Executive Officer. Pursuant to the agreement, Mr. Lopez-Balboa is also eligible for consideration for equity grants. In connection with the consummation of Mr. Lopez-Balboa’s employment, Mr. Lopez-Balboa was granted nonqualified stock options to purchase 13,755 shares of our Class A common stock with an exercise price of $592 per share and 3,000 restricted stock units each of which vest in substantially equal installments on the first three anniversaries of the dates of grant. Such options were subsequently cancelled and, at the time of this offering, we intend to grant new options to purchase shares of our Class A common stock (and/or such other form of equity incentive award) with a value at the time of this offering equal to $5,272,000 reduced by the product of (i) the number of shares of our Class A common stock covered by Mr. Lopez-Balboa’s restricted stock units described above and (ii) the offering price of the Class A common stock issued in this offering.
If we terminate Mr. Lopez-Balboa’s employment without “cause” or Mr. Lopez-Balboa resigns for “good reason,” then, in addition to any accrued but unpaid base salary, we must provide Mr. Lopez-Balboa with, subject to his execution of a release of claims and his continued compliance with the restrictive covenants under his employment agreement, (i) an amount equal to the sum of 12 months’ base salary and his annual target bonus for the fiscal year of termination, payable in substantially equal installments over 12 months, (ii) any earned but unpaid annual bonus with respect to a prior fiscal year, (iii) a pro-rata portion of his annual bonus for the fiscal year of termination based on actual corporate results for such year (determined by multiplying the amount of such annual bonus which would be due for the full fiscal year if Mr. Lopez-Balboa had been continually employed for the full fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date of termination and the denominator of which is 365), (iv) monthly cash payments equal to the monthly amount of the COBRA continuation coverage premiums due under the Company’s group medical plans for Mr. Lopez-Balboa less an amount equal to the portion of the premium Mr. Lopez-Balboa would have paid
 
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were he an active employee until the earliest of (x) 18 months after the date of termination of employment, (y) the date Mr. Lopez-Balboa obtains other employment that offers medical benefits for which he is then eligible and (z) the date Mr. Lopez-Balboa ceases to be eligible for COBRA coverage, and (v) any other amounts or benefits due executive in accordance with the Company’s benefit plans, programs or policies (other than severance). Mr. Lopez-Balboa shall also be entitled to treatment of his equity awards as provided in the applicable equity plan or award agreement. Upon termination due to death or disability, in addition to any accrued but unpaid base salary, we must provide Mr. Lopez-Balboa (or his estate) with (ii), (iii), (iv) and (v) above.
For purposes of the termination provisions described above, “good reason” means, without the executive’s written consent, any of the following, provided, that the executive provides notice to the Company within 60 days of the initial occurrence of such Good Reason event stating the specific facts and circumstances constituting “good reason” and the Company is provided a reasonable opportunity to cure such circumstances (if curable) within 30 days of receipt of such notice and, if not cured, executive’s employment shall terminate for Good Reason on the day following expiration of such 30-day cure period:
 
 	•	 	any significant diminution in the executive’s responsibilities, authorities or duties, or reporting lines;	
 
 	•	 	any material reduction in executive’s salary or target bonus opportunity percentage of base salary;	
 
 	•	 	a relocation of executive’s office by more than fifty (50) miles from its then location; or	
 
 	•	 	any material breach by the Company of the employment agreement.	
For purposes of the termination provisions described above, “cause” means any of the following:
 
 	•	 	willful failure to perform duties or to follow the lawful direction of the Chief Executive Officer, which is not cured, if curable, within ten (10) days of written notice thereof;	
 
 	•	 	indictment for, conviction of (or pleading guilty or nolo contendere in respect of) a felony or any lesser offense involving dishonesty, fraud or moral turpitude;	
 
 	•	 	willful misconduct or material breach of the Company’s Code of Conduct or similar written policies, with regard to the Company, any of its affiliates, or any employees, officers or directors thereof, including theft, fraud, dishonesty or breach of fiduciary duty;	
 
 	•	 	willful misconduct unrelated to the Company or its affiliates having, or likely to have, a material negative impact on the Company (economically or reputation-wise) in the good faith opinion of the Chief Executive Officer;	
 
 	•	 	material breach of any of the provisions of the employment agreement which (if curable) is not cured within ten (10) days of written notice; or	
 
 	•	 	misrepresentation that the execution of the employment agreement and the performance of the duties thereunder do not constitute a breach of any terms of any other agreement to which the executive is a party.	
Roberto Llamas
We entered into an employment agreement with Mr. Llamas effective on October 1, 2013. Mr. Llamas’s contract provides for an initial term through July 31, 2016. The agreement provides that Mr. Llamas will receive an annualized base salary of $700,000, subject to annual review by our President and Chief Executive Officer and compensation committee, who have discretion to increase the base salary level then in effect. The agreement also provides that Mr. Llamas is eligible for an annual cash performance bonus with a target of 100% of his annual base salary, subject to the satisfaction of individual and our performance as determined by the President and Chief Executive Officer and compensation committee.
If we terminate Mr. Llamas’s employment without “cause” then, in addition to any accrued but unpaid base salary, we must provide Mr. Llamas with, subject to his execution of a release of claims and his continued
 
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compliance with the restrictive covenants under his employment agreement, (i) an amount equal to his annual base salary (or less if Mr. Llamas finds alternative employment within one year of his termination and we elect to waive the restrictive non-competition covenants under his employment agreement) and (ii) an amount equal the pro-rata portion of Mr. Llamas’s annual bonus for the fiscal year in which his termination occurs based on actual results (determined by multiplying the amount of such annual bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date of termination and the denominator of which is 365).
For purposes of the termination provisions described above, “cause” includes any of the following:
 
 	•	 	habitual neglect of the duties that executive is required to perform;	
 
 	•	 	willful misconduct or gross negligence;	
 
 	•	 	theft, fraud or other illegal conduct;	
 
 	•	 	refusal or unwillingness to perform duties;	
 
 	•	 	failure to perform all his duties and obligations in a manner that is satisfactory to us;	
 
 	•	 	sexual or other unlawful harassment;	
 
 	•	 	conduct that reflects adversely upon us, any of our affiliates, or any of our or our affiliates’ officers, directors or boards, including, making disparaging remarks;	
 
 	•	 	arrest for or conviction of a crime involving moral turpitude;	
 
 	•	 	insubordination;	
 
 	•	 	any willful act that is likely to or does in fact have the effect of injuring the reputation of the executive or the reputation, business, or a business relationship of ours, any of our affiliates, or any of our or our affiliates’ officers, directors or boards;	
 
 	•	 	violation of any fiduciary duty;	
 
 	•	 	violation of any duty of loyalty; or	
 
 	•	 	breach of the executive’s employment agreement.	
Peter H. Lori
We entered into an amended and restated employment agreement with Mr. Lori on October 7, 2015, effective as of May 4, 2015. Mr. Lori’s agreement provides for an initial term through December 31, 2018. The agreement provides that Mr. Lori will receive an annualized base salary of $700,000, subject to annual review by our President and Chief Executive Officer and compensation committee, who have discretion to increase the base salary level then in effect. The agreement also provides that Mr. Lori is eligible for an annual cash performance bonus with a target of 100% of his annual base salary, subject to the satisfaction of individual and our performance as determined by the President and Chief Executive Officer and compensation committee. In connection with the amendment and restatement of Mr. Lori’s employment agreement, we granted Mr. Lori 3,378 restricted stock units, which vest in substantially equal installments on each of the first three anniversaries of the date of grant.
If we terminate Mr. Lori’s employment without “cause”, if Mr. Lori resigns for “good reason”, or if we do not renew his employment agreement at the end of the term or any renewal term, then, in addition to any accrued but unpaid base salary and a pro-rata portion of Mr. Lori’s annual bonus for the year of termination, subject to achievement of applicable performance goals, we must provide Mr. Lori with, subject to his execution of a release of claims and his continued compliance with the restrictive covenants under his employment agreement, an amount equal to 18 months of his annual base salary (or less if Mr. Lori finds alternative employment within one year of his termination and we elect to waive the restrictive non-competition covenants under his employment agreement); provided that if Mr. Lori’s employment is terminated without “cause” or he resigns for “good reason” within 6 months prior to or 12 months following a “change of control” (as defined in the employment agreement), we must provide Mr. Lori with 24 months of his annual base salary.
 
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For purposes of the termination provisions described above, “good reason” means, without the executive’s written consent, any of the following, provided, that the executive provides notice to us within 60 days of the initial occurrence of such “good reason” event stating such specific facts and circumstances and we are provided the opportunity to cure such circumstances (if curable) within 30 days of receipt of such notice and, if not cured, executive terminates his employment on the date following the expiration of such 30 day cure period:
 
 	•	 	a material diminution in executive’s responsibilities, authorities, duties or reporting lines;	
 
 	•	 	any material reduction in executive’s base salary or target incentive compensation (as a percentage of base salary);	
 
 	•	 	relocation of executive’s principal work location to a location that is 50 miles or more from executive’s current office location or from our headquarters;	
 
 	•	 	any material breach by us of the executive’s employment agreement.	
For purposes of the termination provisions described above, “cause” includes any of the following:
 
 	•	 	willful failure to perform services under executive’s agreement or to follow the lawful direction of the CFO or any other more senior officer, which is not cured within ten (10) days of written notice;	
 
 	•	 	indictment for, conviction of (or pleading guilty or nolo contendere in respect of) a felony or any lesser offense involving dishonesty, fraud or moral turpitude;	
 
 	•	 	willful misconduct or material breach of our code of conduct or similar written policies, in connection with performance of executive’s duties, including theft, fraud, dishonesty or breach of fiduciary duty with regard to us or our affiliates or in connection with executive’s duties;	
 
 	•	 	willful misconduct unrelated to us or our affiliates having, or likely to have, a material negative impact on us; and	
 
 	•	 	material breach of executive’s employment agreement, which is not cured within 10 days of written notice.	
Potential Payments upon Termination or Change in Control
The information below describes and quantifies certain compensation that would become payable under our executive compensation programs and each named executive officer’s employment contract if his employment had terminated on December 31, 2014.
Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.
 
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The Company and Mr. Hobson are currently discussing the terms of Mr. Hobson’s separation. The following table summarizes the potential payments to our other named executive officers assuming that such events occurred as of December 31, 2014.

Name	 	Severance
Amounts
($)	 	 	Pro-rata
Non-Equity
Incentive
Award
($)	 	 	Continued
Health and
Welfare
Benefits
($)	 	 	Accelerated
Stock Option
Vesting
($) (1)	 	 	Accelerated
Stock
Award
Vesting
($) (1)	 	 	Total
($)	 	
Randel A. Falco	 				 				 				 				 				 				
Termination for cause or without good reason	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Termination without cause or with good reason	 	 	6,405,000	  	 	 	2,905,000	  	 	 	103,163	  	 	 	7,768,667	(2)(3)  	 	 	5,563,548	(7)  	 	 	22,745,378	  	
Death or disability	 	 	—	  	 	 	2,905,000	  	 	 	—	  	 	 	7,768,667	(2)(3)  	 	 	5,563,548	(7)  	 	 	16,237,215	  	
Termination following change of control	 	 	6,405,000	  	 	 	2,905,000	  	 	 	103,163	  	 	 	7,832,172	(2)(4)  	 	 	11,408,400	(8)  	 	 	28,653,735	  	
							
Jonathan Schwartz	 				 				 				 				 				 				
Termination for cause or without good reason	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Termination without cause or with good reason	 	 	975,000	  	 	 	1,384,500	  	 	 	13,118	  	 	 	—	  	 	 	—	  	 	 	2,372,618	  	
Death or disability	 	 	—	  	 	 	1,384,500	  	 	 	13,118	  	 	 	2,011,365	(5)  	 	 	—	  	 	 	3,408,983	  	
Termination following change of control	 	 	975,000	  	 	 	1,384,500	  	 	 	13,118	  	 	 	4,829,922	(6)  	 	 	—	  	 	 	7,202,540	  	
							
Roberto Llamas	 				 				 				 				 				 				
Termination for cause or without good reason	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Termination without cause or with good reason	 	 	725,000	  	 	 	725,000	  	 	 	—	  	 	 	65,240	(2)  	 	 	—	  	 	 	1,515,240	  	
Death or disability	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,432,224	(2)(5)  	 	 	220,094	(9)  	 	 	1,652,317	  	
Termination following change of control	 	 	725,000	  	 	 	725,000	  	 	 	—	  	 	 	1,884,894	(2)(6)  	 	 	1,426,050	(10)  	 	 	4,760,944	  	
							
Peter H. Lori	 				 				 				 				 				 				
Termination for cause or without good reason	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Termination without cause or with good reason	 	 	585,000	  	 	 	—	  	 	 	—	  	 	 	68,485	(2)  	 	 	—	  	 	 	653,485	  	
Death or disability	 	 	—	  	 	 	—	  	 	 	—	  	 	 	68,485	(2)  	 	 	231,098	(9)  	 	 	299,583	  	
Termination following change of control	 	 	1,170,000	  	 	 	—	  	 	 	—	  	 	 	65,485	(2)  	 	 	1,497,353	(10)  	 	 	2,735,838	  	

(1)	Reflects an estimated fair value of our stock of $380.28 per share based on a subsequent valuation as of December 31, 2014 made by an independent third-party that took into consideration the lack of control and limited marketability of the securities. Amounts shown in the column “Accelerated Stock Option Vesting” present the intrinsic value of accelerated stock options based on such estimated fair value per share of our stock.	
(2)	Nonqualified stock options granted in 2014 fully vest upon a liquidity event (including a change of control or the commencement of this offering) or upon termination by us without cause, by an executive for good reason or due to death or disability.	
(3)	Nonqualified stock options granted in 2011 to Mr. Falco vest pro rata, plus an additional 12 months of service credit, upon termination by us without cause, resignation by Mr. Falco for good reason or due to death or disability.	
(4)	Nonqualified stock options granted in 2011 to Mr. Falco fully vest upon termination by us without cause or if Mr. Falco resigns for good reason, in each case within 180 days prior to a change of control, or upon termination by us without cause, resignation by Mr. Falco for good reason or upon death or disability, in each case anytime following a change of control.	
(5)	Nonqualified stock options granted in 2011 to Mr. Llamas and in 2012 to Mr. Schwartz vest pro rata upon termination due to their respective death or disability.	
(6)	Nonqualified stock options granted in 2011 to Mr. Llamas and in 2012 to Mr. Schwartz fully vest upon termination by us without cause or resignation by an executive for good reason within two years following a change of control.	
(7)	Restricted stock units granted in 2013 to Mr. Falco vest pro rata, plus an additional 12 months of service credit, upon termination by us without cause, by Mr. Falco for good reason or due to death or disability.	
(8)	Restricted stock units granted in 2013 to Mr. Falco fully vest upon termination by us without cause or if Mr. Falco resigns for good reason, in each case within 180 days prior to a change of control, or upon termination by us without cause, resignation by Mr. Falco for good reason or upon death or disability, in each case anytime following a change of control.	
(9)	Restricted stock units granted in 2013 to Mr. Llamas and Mr. Lori vest pro rata upon termination due to death or disability.	
(10)	Restricted stock units granted in 2013 to Mr. Llamas and Mr. Lori fully vest upon termination by us without cause or by an executive for good reason within two years following a change of control.	
 
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Non-Competition, Non-Solicitation and Confidentiality
The employment agreements of our named executive officers contain non-competition, non-solicitation and confidentiality covenants. Pursuant to such covenants, these executive officers have agreed not to compete with us for a specified period following such executive officer’s date of termination. In addition, these executive officers may not solicit any of our employees during the term of his employment or for a specified period thereafter or disclose any confidential information provided by our employment.
Equity Incentive Plans
Our board of directors adopted, and our stockholders approved the Broadcasting Media Partners, Inc. 2007 Equity Incentive Plan in March 2007 (which was amended and restated effective as of August 2008) (the “2007 Plan”) and the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) effective as of December, 2010. In connection with this offering, our board of directors expects to adopt, and our stockholders expect to approve, the 2015 Equity Incentive Plan (the “2015 Plan” and, together with the 2007 Plan and the 2010 Plan, the “Equity Incentive Plans”) prior to the completion of this offering. No further awards will be granted under the 2007 Plan and, following the consummation of this offering, no additional equity will be granted under the 2010 Plan. We intend to file a registration statement on Form S-8 covering the shares issued under the 2007 Plan and the 2010 Plan and issuable under the 2015 Plan.
The following descriptions of our Equity Incentive Plans are qualified by reference to the full text of the plans, which are filed as exhibits to the registration statement of which this prospectus forms a part.
2007 Equity Incentive Plan
The 2007 Plan provides for the grant of options, stock appreciation rights, restricted stock awards, restricted stock units, dividend equivalent rights and other stock-based awards to employees, directors and consultants.
The 2007 Plan provides for administration by the board or, at its election, by one or more committees consisting of members appointed by the board. Our compensation committee currently administers the 2007 Plan. The compensation committee has authority to determine the recipients of awards, the types of awards to be granted and the applicable terms, provisions, limitations and requirements of such awards. All questions of interpretation are determined by the compensation committee, and its decisions, interpretations and other actions are final and binding upon all 2007 Plan participants.
No further awards will be granted under the 2007 Plan. To the extent any award under the 2007 plan is cancelled or otherwise terminated, the shares allocable to the unexercised or unvested portion of such award shall again be available for awards under the plan. The number of shares available for grants or subject to outstanding awards shall be proportionally adjusted in the event of any corporate event or transaction affecting our capital structure.
The compensation committee generally may amend, alter, suspend, discontinue or terminate the 2007 Plan at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval, if necessary, and without the consent of the participant, if such action would materially diminish their rights under any award. The 2007 Plan will expire on the tenth anniversary of its adoption by our board of directors, unless earlier terminated.
2010 Equity Incentive Plan
The 2010 Plan provides for the grant of options, stock appreciation rights, restricted stock awards, restricted stock units, dividend equivalent rights and other stock-based awards to employees, directors and consultants.
 
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The 2010 Plan provides for administration by our board of directors or, at its election, by one or more committees consisting of members appointed by the board. Our compensation committee currently administers the 2010 Plan. The compensation committee has authority to determine the recipients of awards, the types of awards to be granted and the terms and conditions of the awards, including the term, exercise, vesting or purchase price of any award. All questions of interpretation are determined by the compensation committee, and its decisions, interpretations and other actions are final and binding upon all 2010 Plan participants.
No further awards will be granted under the 2010 Plan following this offering. To the extent any award under the 2010 plan is cancelled or otherwise terminated, the shares allocable to the unexercised or unvested portion of such award shall again be available for awards under the plan. The number of shares available for grants or subject to outstanding awards shall be proportionally adjusted in the event of any corporate event or transaction affecting our capital structure.
The compensation committee may amend, alter, suspend, discontinue or terminate the 2010 Plan or any portion thereof or any award thereunder at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without the approval of our stockholders if necessary and without the consent of the participant, if such action would materially diminish their rights under any award. The 2010 Plan will expire on the tenth anniversary of its adoption by our board of directors, unless earlier terminated.
2015 Equity Incentive Plan
Reservation of Shares
Subject to adjustments as described below, the maximum aggregate number of shares of our common stock that may be issued pursuant to awards granted under the 2015 Plan will be                     . Any shares of common stock delivered under the 2015 Plan will consist of authorized and unissued shares, or treasury shares.
In the event of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect to our common stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting our common stock, appropriate and equitable adjustments will be made to the number and kind of shares of common stock available for grant, as well as to other maximum limitations under the 2015 Plan, and the number and kind of shares of common stock or other terms of the awards that are affected by the event.
Share Counting
Awards that are required to be paid in cash pursuant to their terms will not reduce the share reserve. To the extent that an award granted under the 2015 Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the award or otherwise terminated without delivery of the shares to the participant, the shares of common stock retained by or returned to us will not be deemed to have been delivered under the 2015 Plan, and will be available for future awards under the 2015 Plan. Notwithstanding the foregoing, shares that are (i) withheld or separately surrendered from an award in payment of the exercise or purchase price or taxes relating to such an award or (ii) not issued or delivered as a result of the net settlement of an outstanding stock option or stock appreciation right will be deemed to constitute delivered shares and will not be available for future awards under the 2015 Plan.
Administration
The 2015 Plan will be administered by our compensation committee. Subject to the limitations set forth in the 2015 Plan, the compensation committee has the authority to, among other things, determine the persons to whom awards are to be granted, prescribe the restrictions, terms and conditions of all awards, interpret the 2015 Plan and terms of awards, adopt rules for the administration, interpretation and application of the 2015 Plan and delegate authority to our officers to grant and determine the terms and conditions of certain awards.
 
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Eligibility
Awards under the 2015 Plan may be granted to any of our employees, non-employee directors, consultants or other personal service providers or any of the same of our subsidiaries.
Stock Options
Stock options granted under the 2015 Plan may be issued as either incentive stock options, within the meaning of Section 422 of the Code, or as nonqualified stock options. The exercise price of an option will be not less than 100% of the fair market value of a share of common stock on the date of the grant of the option, or such higher amount determined by the compensation committee. The compensation committee will determine the vesting and/or exercisability requirements and the term of exercise of each option, including the effect of termination of service of a participant or a change of control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified performance goals established by the compensation committee. The maximum term of an option will be ten years from the date of grant.
To exercise an option, the participant must pay the exercise price, subject to specified conditions, (i) in cash or, (ii) to the extent permitted by the compensation committee, (A) in shares of our common stock, (B) through an open-market broker-assisted transaction, (C) by reducing the number of shares of our common stock otherwise deliverable upon the exercise of the stock option, (D) by combination of any of the above methods, or (E) by such other method approved by the compensation committee, and must satisfy any required tax withholding amounts. All options generally are nontransferable. Without the prior approval of our stockholders, the 2015 Plan prohibits the cancellation of underwater stock options in exchange for cash or another award (other than in connection with a change of control) or the “repricing” of stock options. Dividends will not be paid with respect to stock options. Dividend equivalent rights may be granted with respect to the shares of common stock subject to stock options to the extent permitted by the compensation committee and set forth in the award agreement.
Stock Appreciation Rights
A stock appreciation right may be granted either in tandem with an option or without a related option. A stock appreciation right entitles the participant, upon settlement or exercise, to receive a payment based on the excess of the fair market value of a share of common stock on the date of settlement or exercise over the base price of the right, multiplied by the number of shares of common stock as to which the right is being settled or exercised. Stock appreciation rights may be granted on a basis that allows for the exercise of the right by the participant or that provides for the automatic payment of the right upon a specified date or event. The base price per share of a stock appreciation right may not be less than the fair market value of a share of common stock on the date of grant. The compensation committee will determine the vesting requirements and the term of exercise of each stock appreciation right, including the effect of termination of service of a participant or a change of control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance goals established by the compensation committee. The maximum term of a stock appreciation right will be ten years from the date of grant. Stock appreciation rights may be payable in cash or in shares of common stock or in a combination of both. Without the prior approval of our stockholders, the 2015 Plan prohibits the cancellation of underwater stock appreciation rights in exchange for cash or another award (other than in connection with a change of control) or the “repricing” of stock appreciation rights. Dividends shall not be paid with respect to stock appreciation rights. Dividend equivalent rights may be granted with respect to the shares of common stock subject to stock appreciation rights to the extent permitted by the compensation committee and set forth in the award agreement.
 
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Restricted Stock Awards
A restricted stock award represents shares of common stock that are issued subject to restrictions on transfer and vesting requirements. The vesting requirements may be based on the continued service of the participant for a specified time period or on the attainment of specified performance goals established by the compensation committee, and/or on such other terms and conditions as approved by the compensation committee in its discretion. Unless otherwise set forth in an award agreement, restricted stock award holders will have all of the rights of a stockholder, including the right to vote the shares and the right to receive dividends, during the restricted period. Any dividends with respect to a restricted stock award that is subject to performance-based vesting may be subject to the same restrictions on transfer and vesting requirements as the underlying restricted stock award.
Restricted Stock Units
An award of a restricted stock unit, or “RSU”, provides the participant the right to receive a payment based on the value of a share of our common stock. RSUs may be subject to vesting requirements, restrictions and conditions to payment. Such requirements may be based on the continued service of the participant for a specified time period or on the attainment of specified performance goals established by the compensation committee and/or on such other terms and conditions as approved by the compensation committee in its discretion. In addition, an RSU may be designated as a “performance stock unit” or “PSU,” the vesting requirements of which may be based, in whole or in part, on the attainment of pre-established performance goal(s) over a specified performance period designed to meet the requirements for exemption under Section 162(m) of the Code, or otherwise, as approved by the compensation committee in its discretion. An RSU award will become payable to a participant at the time or times determined by the compensation committee and set forth in the award agreement, which may be upon or following the vesting of the award. RSUs are payable in cash or in shares of common stock or in a combination of both. RSUs may be granted together with a dividend equivalent right with respect to the shares of common stock subject to the award. Dividend equivalent rights may be subject to conditions that apply to the underlying RSUs.
Stock Awards
A stock award represents shares of common stock that are issued free of restrictions on transfer and free of forfeiture conditions and to which the participant is entitled all incidents of ownership. A stock award may be granted for past services, in lieu of bonus or other cash compensation, directors’ fees or for any other valid purpose as determined by the compensation committee. The compensation committee will determine the terms and conditions of stock awards, and such stock awards may be made without vesting requirements, subject to certain conditions. Upon the issuance of shares of common stock under a stock award, the participant will have all rights of a stockholder with respect to such shares of common stock, including the right to vote the shares and receive all dividends and other distributions on the shares.
Cash Performance Awards
A cash performance award is denominated in a cash amount (rather than in shares) and is payable based on the attainment of pre-established business and/or individual performance goals over a specified performance period. The requirements for vesting may be also based upon the continued service of the participant during the performance period. The maximum amount of cash performance awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code that may be paid to a participant during any one calendar year under all cash performance awards is $[●].
Performance Criteria
For purposes of cash performance awards, PSUs, as well as for any other awards under the 2015 Plan intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the performance criteria will be one or any combination of the following, for us or any identified subsidiary or business unit, as determined by the compensation committee at the time of the award: (i) net earnings; (ii) earnings per share;
 
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(iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit; (vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest, depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return); (xi) expense control or loss management; (xii) market share; (xiii) economic value added; (xiv) working capital; (xv) the formation of joint ventures or the completion of other corporate transactions; (xvi) gross or net profit margins; (xvii) revenue mix; (xviii) operating efficiency; (xix) product diversification; (xx) market penetration; (xxi) measurable achievement in quality, operation or compliance initiatives; (xxii) quarterly dividends or distributions; (xxiii) employee retention or turnover; (xxiv) operating income before depreciation, amortization and certain additional adjustments to operating income permitted under our senior secured credit facilities; (xxv) any combination of or a specified increase or decrease, as applicable in any of the foregoing, and/or (xxvi) such other performance criteria determined to be appropriate by the compensation committee in its sole discretion. Each of the performance criteria shall be applied and interpreted in accordance with an objective formula or standard established by the compensation committee at the time the applicable award is granted including, without limitation, GAAP. The performance criteria may be applied on an absolute, relative or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of our performance or measured relative to selected peer companies or a market or other index.
At the time that an award is granted, the compensation committee may provide that performance will be measured in such objective manner as it deems appropriate, including, without limitation, adjustments to reflect charges for restructurings, non-operating income, the impact of corporate transactions or discontinued operations, extraordinary and other unusual or non-recurring items, currency fluctuations, litigation or claim judgments, settlements and the cumulative effects of accounting or tax law changes. In addition, with respect to a participant hired or promoted following the beginning of a performance period, the compensation committee may determine to prorate the amount of any payment in respect of such participant’s cash performance awards or PSUs for the partial performance period.
Further, the compensation committee shall, to the extent provided in an award agreement, have the right, in its discretion, to reduce or eliminate the amount otherwise payable to any participant under an award and to establish rules or procedures that have the effect of limiting the amount payable to any participant to an amount that is less than the amount that is otherwise payable under an award. Following the conclusion of the performance period, the compensation committee shall certify in writing whether the applicable performance goals have been achieved.
Award Limitations
For purposes of complying with the requirements of Section 162(m) of the Code, the maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, performance-based restricted stock awards, performance-based RSUs and performance-based stock awards granted to any participant other than a non-employee director during any calendar year will be limited to             shares of common stock for each such award type individually.
Further, the maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, restricted stock awards, RSUs and stock awards granted to any non-employee director during any calendar year will be limited to             shares of common stock for all such award types in the aggregate.
Effect of Change of Control
Upon the occurrence of a “change of control” (as defined in the 2015 Plan), unless otherwise provided in the applicable award agreement, the compensation committee is authorized to make adjustments in the terms and conditions of outstanding awards, including without limitation the following (or any combination thereof): (i) continuation or assumption of such outstanding awards by us (if we are the surviving company or corporation)
 
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or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms as such outstanding awards (with appropriate adjustments to the type of consideration payable upon settlement of the awards); (iii) acceleration of exercisability, vesting and/or payment; and (iv) if all or substantially all of our outstanding shares of common stock are transferred in exchange for cash consideration in connection with such change of control: (A) upon written notice, provide that any outstanding stock options and stock appreciation rights are exercisable during a reasonable period of time immediately prior to the scheduled consummation of the event or such other reasonable period as determined by the compensation committee (contingent upon the consummation of the event), and at the end of such period, such stock options and stock appreciation rights will terminate to the extent not so exercised within the relevant period; and (B) cancel all or any portion of outstanding awards for fair value, as determined in the sole discretion of the compensation committee.
Substitute Awards in Corporate Transactions
The compensation committee may grant awards under the 2015 Plan to employees or directors of corporations that are acquired by us in substitution of awards previously granted by such corporations to such persons. Any such substitute awards shall not reduce the share reserve; provided, however, that such treatment is permitted by applicable law and the listing requirements of the NYSE or other exchange or securities market on which the common stock is listed.
Forfeiture / Right of Recapture
The compensation committee may specify in an award agreement that an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, including termination of service for “cause” (as defined in the 2015 Plan), violation of our material policies or breach of noncompetition, nonsolicitation, confidentiality or other restrictive covenants that may apply to the participant.
If within one year (or such longer time specified in an award agreement or other agreement or policy applicable to a participant) after the date on which a participant exercises a stock option or stock appreciation right or on which a stock award, restricted stock award or restricted stock unit vests or becomes payable or on which a cash performance award is paid to a participant, or on which income otherwise is realized by a participant in connection with an award, either (i) a participant is terminated for cause and a “forfeiture event” (as defined in the 2015 Plan) has occurred with respect to the participant, (ii) the compensation committee determines in its discretion that the participant is subject to any recoupment of benefits pursuant to our Compensation Recovery Policy or similar policy, as may be in effect from time to time, or (iii) after a participant is terminated for any other reason, the compensation committee determines in its discretion either that, (A) during the participant’s period of service, the participant engaged in an act or omission which would have warranted termination of service for “cause” and a forfeiture event has occurred with respect to the participant or (B) after termination, the participant engaged in conduct that violated any continuing material obligation or duty of the participant in respect of us or any of our subsidiaries, then any gain realized by the participant from the exercise, vesting, payment or other realization of income by the participant in connection with an award, will be paid by the participant to us upon notice from us, subject to applicable state law.
Participants may be subject to our Compensation Recovery Policy (to the extent applicable) or similar policy, as may be in effect from time to time and/or any compensation recovery, “clawback” or similar policy made applicable by law including the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Awards to Non U.S. Participants
To comply with the laws in countries other than the United States in which we or any of our subsidiaries or affiliates operates or has employees, non-employee directors or consultants, the compensation committee, in its sole discretion, has the power and authority to (i) modify the terms and conditions of any award granted to
 
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participants outside the United States to comply with applicable foreign laws, (ii) take any action, before or after an award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals and (iii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable.
Term, Amendment and Termination
The term of the 2015 Plan is ten years from the date it is approved by our stockholders. Our board of directors may amend, modify, suspend or terminate the 2015 Plan at any time, provided, however, that no termination or amendment of the 2015 Plan will materially and adversely affect any award granted under the 2015 Plan without the consent of the participant or the permitted transferee of the award. Our board of directors may seek the approval of any amendment by our stockholders to the extent it deems necessary for purposes of compliance with Section 162(m) or Section 422 of the Code, the listing requirements of the NYSE, or for any other purpose. Notwithstanding the foregoing, our board of directors shall have broad authority to amend the 2015 Plan and any award without the consent of a participant to the extent it deems necessary or desirable in its discretion to comply with, take into account changes in, or interpretation of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations.
Awards in Connection with this Offering
Certain of our employees, including our named executive officers, will receive equity grants in connection with this offering. The equity grants to our named executive officers in connection with this offering will consist of the following:

                                         Name                                         	 	Award	

	 		

Director Compensation
During 2014, our directors who were either our employees or affiliated with the Sponsors did not receive any fees or other compensation for their services as our directors. We reimburse all of our directors for travel expenses and other out-of-pocket costs incurred in connection with attendance at meetings of the board.
The following table set forth all non-employee, non-affiliated compensation information for our directors for the year ended December 31, 2014:
2014 Director Compensation Table

Name	  	Fees
Earned
or Paid
in Cash
($)	 	  	Stock
Awards
($)	 	  	Option
Awards
($)	 	  	Non-
Equity
Incentive
Plan
Compensation
($)	 	  	Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)	 	  	All Other
Compensation
($) (1)	 	  	Total
Compensation
($)	 	
Henry G. Cisneros	  	 	100,000	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	5,000	  	  	 	105,000	  	
Gloria Estefan (2)	  	 	100,000	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	100,000	  	
David Zaslav (3)	  	 	100,000	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	100,000	  	

(1)	Represents reimbursement of travel expenses.	
(2)	Effective January 30, 2014, Ms. Gloria Estefan ceased to be a director of the board.	
(3)	Effective March 18, 2015, Mr. David Zaslav ceased to be a director of the board.	
 
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 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Set forth below is a description of certain relationships and related person transactions, which are transactions between us or our subsidiaries, and (i) our directors (including director nominees) or executive officers, (ii) any 5% record or beneficial owner of our voting securities or (iii) any immediate family member of any person specified in (i) and (ii) above, each a “related person.”
Televisa Commercial Agreements
On December 20, 2010, we entered into a revised program license agreement with Televisa, amending the program license agreement then in effect, the Mexico License and a sales agency agreement with Televisa whereby we act as its exclusive sales agent to sell or license certain of our programming worldwide outside of the U.S. and Mexico (the “Sales Agency Agreement”). Both the program license agreement with Televisa and Mexico License were amended and restated as of February 28, 2011. The 2011 Televisa PLA and Mexico License were further amended on July 1, 2015 and in connection therewith, together with the other documents entered into at the same time, including the MOU, we made a one-time payment of $4.5 million to Televisa on July 6, 2015. For a description of the terms of the Televisa PLA, Mexico License, and Sales Agency Agreement, see “Business—Licensing” and “Business—Programming—Televisa.” In addition, in connection with the assignment on December 20, 2010 to us of Televisa’s 50% interest in our joint venture that owned five cable networks operated by us, we agreed to continue engaging Televisa for existing services and granted a right of first negotiation for new services to be provided to these networks— De Película , De Película Clásico , Bandamax , Ritmoson and Telehit . Televisa is also providing similar services to Univision tlnovelas. Televisa and one of its subsidiaries also represent us in Mexico in connection with our advertising sales to Mexico-based clients on a non-exclusive basis and we pay Televisa a commission based on a certain percentage of revenue received by us from the sale of such advertising. Televisa and one of our subsidiaries also entered into a representation agreement pursuant to which we act as Televisa’s exclusive sales agent for certain consumer products owned or controlled by Televisa, and we receive a license fee based on certain percentages of the revenue generated, in Canada, the U.S. and Puerto Rico by reducing the amount of our revenue received from the customer remitted to Televisa. From time to time, we have granted and received waivers under the 2011 Televisa PLA. We have also, from time to time, entered into production, co-production, program license, advertising, technical services and other ordinary course agreements with Televisa and its affiliates, that are not amendments or waivers of the 2011 Televisa PLA or the Mexico License, which have resulted in payments to or from Televisa. We made aggregate payments to Televisa, net of withholdings, under our commercial agreements with them, including the 2011 Televisa PLA, of $211.0 million, $304.7 million, $254.2 million and $233.7 million for the nine months ended September 30, 2015 and the years ended December 31, 2014, 2013 and 2012, respectively. We received aggregate payments from Televisa under our commercial agreements with them, including the Mexico License, of $12.1 million, $21.2 million, $17.8 million and $17.6 million for the nine months ended September 30, 2015 and the years ended December 31, 2014, 2013 and 2012, respectively.
2011 Televisa PLA Amendments
Since 2012, we have entered in the following agreements that amended or modified certain terms of the 2011 Televisa PLA:
 
 	•	 	In 2013, the 2011 Televisa PLA was amended to permit Univision to sublicense to third parties English-language broadcast rights to certain Mexican First Division soccer matches owned or controlled by Televisa. In consideration, Univision agreed that the revenue received by Univision from licenses to third parties of any English-language broadcast rights to soccer matches, whether or not such rights are licensed to Univision by Televisa, was to be included in the revenue subject to the royalty payable by Univision to Televisa under the 2011 Televisa PLA. The terms of this arrangement have been included as part of the Televisa PLA.	
 
 	•	 	In 2014, Televisa notified Univision that the cost to acquire the rights to certain Mexican First Division soccer league games not owned or controlled by Televisa were greater than expected. We agreed to pay	
 
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 	Televisa a fixed license fee per season for the U.S. rights to these games. Over the term of the license these fees are expected to be in aggregate approximately $2.4 million more than the amounts that would have been payable for these rights under the 2011 Televisa PLA.	
 
 	•	 	In 2014, Univision and Televisa entered into an amendment to the 2011 Televisa PLA related to provisions that gave Univision free television rights and certain rights of first negotiation/refusal for other rights to motion pictures produced or acquired by Pantelion Films (“Pantelion”), a Televisa affiliate. In order to better allow Pantelion to bid against other distributors effectively, Univision agreed to waive its free television rights related to Pantelion’s motion pictures (subject to a right to withdraw the waiver) in exchange for, among other things, a credit that will result in at least a 30% reduction to the license fee for any rights acquired pursuant to the first negotiation/refusal rights.	
Since 2012, we have also entered into the following agreements with Televisa: (i) an agreement pursuant to which Televisa licenses certain scripted programming to us, (ii) agreements in 2013, 2014 and 2015 for Televisa’s production of branded entertainment segments for one of our advertising clients, for which we have incurred service fees of approximately $243,000 in 2013, $218,000 in 2014 and $197,000 in the nine months ended September 30, 2015; (iii) an agreement in 2013 to license to Televisa the broadcast rights in Mexico to a World Cup qualifying match in exchange for a payment by Televisa to us of $2.0 million and Televisa’s provision of broadcast rights to another World Cup qualifying match; (v) an agreement in 2013 for Televisa’s production of a singing competition series for which we paid $6.5 million to Televisa; (vi) an agreement in 2014 for Televisa’s provision of satellite and fiber optic services in Brazil for the World Cup to us in exchange for a payment of $214,270; and (vii) an extension in 2014 of a technical services agreement with an affiliate of Televisa to insert virtual integrations sold by us into programming airing on our networks in exchange for 15% of the amount generated from the sale by Univision of such virtual integrations.
Televisa Convertible Debentures and Warrants
Pursuant to the Televisa transactions, we issued convertible debentures to Televisa, maturing in 2025, with an aggregate principal amount of $1,125.0 million. The debentures accrued interest at a fixed rate of 1.5% per annum payable quarterly in arrears in cash. We made interest payments to Televisa under the convertible debentures of $0.7 million, $14.3 million, $14.3 million and $14.3 million for the nine months ended September 30, 2015 and the years ended December 31, 2014, 2013 and 2012, respectively.
On July 15, 2015, Televisa converted its debentures into the Televisa Warrants which are exercisable, for nominal consideration, subject to applicable laws and regulations and certain contractual limitations, into                  shares of our Class T-1 common stock (originally our Class C common stock) as of the closing of this offering. If a person other than Televisa exercises the Televisa Warrants, the holder would receive shares of our Class A common stock. In connection with the conversion of the Televisa debentures, we made a one-time payment of $135.1 million to Televisa on July 15, 2015.
On July 15, 2015, Televisa exercised a portion of the Televisa Warrants and received 267,532 shares of Class C Common Stock which increased Televisa’s direct ownership percentage of our common stock to approximately 10% of our common stock, which is the maximum percentage of our outstanding common stock that Televisa may own, or the Maximum Equity Percentage, pursuant to the Stockholders Agreement (as defined and discussed below). Upon the issuance of Class A common stock pursuant to this offering, Televisa’s direct ownership percentage will fall below the Maximum Equity Percentage and Televisa will be able to convert Televisa Warrants into as many as              additional shares of our Class T-1 common stock without exceeding the Maximum Equity Percentage.
 
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Stockholder Arrangements
Investor and Televisa Memorandum of Understanding
On July 1, 2015, we entered into the MOU to, among other things, amend our amended and restated certificate of incorporation, amended and restated bylaws, the PIA, the Stockholders Agreement (as defined below), the PRRCA (as defined below) and the Investment Agreement with Televisa (as defined below). The following description of our stockholder agreements and the description of our capital stock reflect the agreed upon amendments to the aforementioned documents.
Principal Investor Agreement
On December 20, 2010, we entered into the PIA with the Investors and Televisa, which together with the amendments to the PIA contemplated by the MOU, contains various provisions described below.
Director Designation Rights
Pursuant to the PIA, the Investors and Televisa have certain director designation rights. See “Description of Capital Stock—Director Designation Rights.”
Approval Rights of the Investors and Televisa
Pursuant to the PIA, the Investors and Televisa have approval rights with respect to certain matters. See “Description of Capital Stock—Approval Rights.”
Indemnification Rights
The PIA provides each of the Investors and Televisa with certain indemnification rights.
Agreement on FCC Petition and FCC Transfer of Control Application
Pursuant to the MOU, we and Televisa have agreed to jointly file a petition for declaratory ruling at the FCC seeking (a) an increase in our permitted ownership by non-U.S. persons from the current 25% ownership limitation (the “Current FCC Foreign Ownership Cap”) to 49% of our common stock (on a voting and equity basis) and (b) to authorize Televisa to hold up to 40% of our common stock (on a voting and equity basis) (the “FCC Petition”). We and Televisa have agreed to file this petition no later than the earlier of 30 days after the consummation or abandonment of this offering and January 5, 2016. Pursuant to the MOU, we may be required to file subsequent petitions if the FCC Petition is not granted or is withdrawn.
Pursuant to the MOU, promptly after the Investors have transferred at least 75% of the shares of our common stock held by the Investors immediately following the time of the closing of Televisa’s investment in us on December 20, 2010 (the “Calculation Date”), we shall submit the FCC TOC Application for any required FCC approval of a transfer of control of the Company to the public stockholders of the Company or as otherwise may be required. In the event that the FCC grants approval of the FCC TOC Application (the “TOC Approval”), the Investors may, but are not obligated to continue to transfer our common stock. If the FCC denies or otherwise fails to approve the FCC TOC Application, the FCC TOC Application may be dismissed with the consent of Televisa and the Majority Principal Investors or we may (but shall not be required to) submit any other FCC TOC Application. In that circumstance, the Investors may not transfer more than 98% of the shares of our common stock held by the Investors on the Calculation Date without Televisa’s approval until TOC Approval has been obtained which approval shall not be required following a Televisa Sell-Down.
Stockholders Agreement
On December 20, 2010, we entered into that certain amended and restated stockholders agreement (the “Stockholders Agreement”) with the Investors, Televisa, Bank of America, Credit Suisse, Deutsche Bank, Lehman Brothers, Royal Bank of Scotland, Wachovia and certain individuals (the “Holders”), which together with the amendments to the PIA contemplated by the MOU, contains various provisions including those described below.
 
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Televisa Ownership Limitations
Pursuant to the Stockholders Agreement, Televisa may not hold more than, for the period of time described in the Stockholders Agreement, the Maximum Equity Percentage, which is 10% of our outstanding common stock. The remaining amount of non-U.S. ownership available under the Current FCC Foreign Ownership Cap will be available to the Investors and our other stockholders. Notwithstanding that Televisa is limited to the Maximum Equity Percentage, Televisa will hold shares of our common stock that provide Televisa with enhanced voting power (at least 22% of our common stock) on matters other than for the election of directors to be elected exclusively by the separate vote of our Class S-1 common stock and Class T-1 common stock. See “Description of Capital Stock — Common Stock — Voting Rights.”
In addition, subject to certain exceptions provided for in the Stockholders Agreement, Televisa may not hold more than, for the period of time described in the Stockholders Agreement, 40% of our outstanding common stock including for this purpose shares of our common stock underlying our convertible securities held by Televisa (“Maximum Capital Percentage”).
Upon approval by the FCC of any increase in or elimination of the Current FCC Foreign Ownership Cap, Televisa will be allocated 83.33% of the approved foreign ownership capacity above the Current FCC Foreign Ownership Cap, up to an amount that would entitle Televisa to hold directly our common stock equal to the Maximum Capital Percentage, subject to any lower percentage ownership limitation on our common stock adopted by the FCC and applicable to Televisa (the “FCC Individual Cap”). The Maximum Equity Percentage will be increased by Televisa’s share of the increase in such foreign ownership capacity. The remaining portion of the increase in the Current FCC Foreign Ownership Cap shall be available to our other stockholders, including without limitation, any portion of the excess that Televisa cannot use due to the FCC Individual Cap.
The Maximum Equity Percentage shall not apply after the Investor Exit (as defined and discussed in “Description of Capital Stock — Common Stock — Election of Directors”) and receipt of a TOC Approval and, to the extent permitted by law, Televisa may convert any convertible securities or shares of our non-voting common stock into our voting common stock. The termination of the Maximum Capital Percentage limitation is described below.
Transfer Restrictions
The Stockholders Agreement restricts transfers of our shares by the Investors, Televisa and the Holders to certain of our competitors without the prior written approval of our board of directors or as otherwise permitted under the Stockholders Agreement. In addition, the Investors and the Holders may not transfer their shares to certain restricted persons without the approval of Televisa or as otherwise permitted under the Stockholders Agreement, provided that this transfer restriction shall expire upon the Televisa Sell-Down.
For a period of 18 months (subject to reduction under limited circumstances) commencing on the later of (i) the filing of the FCC Petition and (ii) the date on which we make an underwritten public offering of our common stock that, in the aggregate with any previous underwritten offering of our common stock, exceeds $500.0 million and meets certain other conditions under our Stockholders Agreement (the “Lock-up Start Date”), Televisa shall not transfer (other than to certain permitted transferees) any equity interest in the Company, including shares of our common stock and convertible securities.
In the event that the FCC approves the FCC Petition to permit Televisa to hold and vote directly at least 33% of our issued and outstanding common stock, for a period of two years from the later of such FCC approval and 12 months from the Lock-up Start Date, Televisa may not transfer (other than to certain permitted transferees) any equity interest in the Company exceeding, in the aggregate for all such transfers, 30% of its fully converted equity interest in the Company at the time of such approval.
 
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 	•	 	In the event that the FCC approves the FCC Petition to permit Televisa to hold and vote directly more than 25% of our issued and outstanding common stock, but less than 33% of the issued and outstanding common stock, Televisa has agreed, for a number of months following the later of such FCC approval and 12 months from the Lock-up Start Date equal to 24 times a fraction with (x) a numerator equal to the percentage of our direct equity Televisa is allowed to hold and vote after the FCC approval less 25% and (y) a denominator equal to eight percent, not to transfer (other than to certain permitted transferees) any equity interest in the Company exceeding in the aggregate for all such transfers, 30% of its fully converted equity interest in the Company as of the time of such approval.	
Televisa is not obligated to accept any condition that may be imposed by the FCC in order for Televisa to increase its level of ownership of our common stock (except for any total ownership cap imposed by the FCC).
In the event that Televisa transfers any interest in our capital stock or convertible securities, Televisa must first transfer the shares underlying the Televisa warrants before transferring shares of our common stock.
Drag-Along Rights
Pursuant to the Stockholders Agreement, the members of the group comprised of the Investors that, in the aggregate, hold at least sixty percent of shares of our common stock held by the Investors (the “Majority Principal Investors”) may at any time compel the Investors and the Holders, but not Televisa, to sell all or a portion of their shares in a change of control transaction (the “Change of Control Drag-Along”). Further, the members of the group comprised of the Investors and Televisa that, in the aggregate, hold the majority of outstanding common stock held by all of the members of such group (provided that such calculation shall only include the shares of our common stock held directly by Televisa that do not exceed 10% of the aggregate shares of our outstanding common stock) (the “Majority PITV Investors”) may, at any time, require the Investors and the Holders, but not Televisa, to exchange, convert or transfer all of a portion of their shares in a recapitalization transaction (the “Recapitalization Drag-Along”). The Change of Control Drag-Along and the Recapitalization Drag-Along expire at the time the Investors collectively sell 66  2 ⁄ 3 % of the shares of our common stock held by the Investors immediately following the Calculation Date (the “Principal Investor Two-Thirds Sell-Down”).
Right of First Offer
If a stockholder party to the Stockholders Agreement proposes to sell any of our shares in a private sale, subject to certain exceptions, the selling stockholder must first offer to the Investors and Televisa the opportunity to purchase such shares (the “ROFO”), provided that this right shall not apply to a change of control transaction initiated by the Investors or us in compliance with the terms of the Stockholders Agreement. Televisa may not exercise the ROFO until at least one Investor exercises the ROFO on the proposed sale of shares. In addition, Televisa’s ROFO rights shall expire if Televisa transfers our shares to any person (other than certain permitted transferees under the Stockholders Agreement) in an amount equal to, or greater than, 1% of our shares held by Televisa immediately following the Calculation Date. The ROFO terminates upon the Principal Investor Two-Thirds Sell-Down.
Tag-Along Rights
If any stockholder party to the Stockholders Agreement proposes to sell our shares in a private sale, each of the other stockholder parties to the Stockholders Agreement, except for management stockholders, shall have the opportunity to participate in such sale on the same terms and conditions as the selling stockholder. The tag-along rights for the stockholder parties to the Stockholders Agreement (except for Televisa) expire upon the earlier of (i) a change of control and (ii) the Principal Investor Two-Thirds Sell-Down, provided that the tag-along rights for certain bank investors shall only expire upon the Principal Investor Two-Thirds Sell-Down.
 
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Investor Sale of Control
Pursuant to the Stockholders Agreement and subject to the Televisa sale process rights described below, the Investors have the right to sell their shares of our common stock or effectuate a merger to transfer control of the Company to a purchaser and, in each case, deliver the collective rights and obligations of the Investors to the purchaser, including the Investors’ rights and obligations under the Stockholders Agreement, PRRCA, PIA, our amended and restated certificate of incorporation and amended and restated bylaws. The Investors’ right to effectuate such a change of control transaction in accordance with the Stockholders Agreement expires upon the Principal Investor Two-Thirds Sell-Down.
Televisa Sale Process Rights
In the event that the Investors or the Company effectuate a change of control transaction in compliance with the terms of the Stockholders Agreement, Televisa will have the right to tag-along on such sale as described above or Televisa may retain their shares or, if applicable, roll-over their shares into the acquiring entity, provided that these tag-along and roll-over rights shall expire upon a Televisa Sell-Down. In addition, the Stockholders Agreement provides Televisa with certain information and access rights in connection with a change of control transaction initiated by the Investors or the Company, including the opportunity to meet with the prospective purchaser prior to their final bid and establishing an arbitration process to resolve any disputes between the Company or the Investors, on the one hand, and Televisa, on the other hand, related to the sale process.
Televisa Post-IPO Participation Right
Pursuant to the Stockholders Agreement, Televisa will have the opportunity to purchase from the Investors up to 50% of the shares of our common stock being transferred by the Investors following this offering up to an agreed maximum number of shares. See “Description of Capital Stock—Pre-emptive Rights; Post-IPO Sale Participation Right.”
Voting Agreement
Subject to the terms of the Stockholders Agreement, each Investor and each Holder, but not Televisa, has agreed to vote their shares as instructed by the Majority Principal Investors or Majority PITV Investors, as applicable, with respect to a change of control transaction, recapitalization transaction, the election of the board of directors and any amendments to our certificate of incorporation.
Televisa Standstill
On December 20, 2010, we entered into an investment agreement (the “Investment Agreement”) with Televisa pursuant to which Televisa purchased their interest in our capital stock and convertible debentures. Pursuant to the Investment Agreement, following the consummation of this offering, Televisa will be subject to standstill provisions that restrict Televisa from making certain shareholder proposals, soliciting proxies and engaging in certain actions in order to increase its ownership of our capital stock above the Maximum Equity Percentage or Maximum Capital Percentage, including through third party purchases, or as part of a group that would collectively own, directly or indirectly, more than the Maximum Equity Percentage or the Maximum Capital Percentage (the “Televisa Standstill”). However, the Televisa Standstill shall not prevent (i) the directors of our board of directors appointed by Televisa from serving and acting in their capacity as directors consistent with their fiduciary duties, (ii) Televisa from submitting, on a confidential basis, proposals to our board of directors or the Investors relating to any matter including, without limitation, the actions prohibited by the Televisa Standstill and (iii) Televisa from exercising its convertible securities, preferential rights or any of its other rights under our certificate of incorporation, the PIA, the Stockholders Agreement, the Investment Agreement and the PRRCA.
Pursuant to the MOU, the Televisa Standstill provisions will expire upon the earlier of (a) 180 days after an Investor Exit and receipt of a TOC Approval and (b) the first date at or following both an Investor Exit and
 
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receipt of a TOC Approval on which a person other than Televisa solicits proxies or consents, proposes a competing director slate or makes a tender offer for our common stock, or we put ourselves up for sale. However, upon the expiration of the Televisa Standstill, Televisa, whether alone or as part of a group, may not acquire more than the Maximum Capital Percentage unless Televisa, alone or as part of a group, makes a public offer to our shareholders to acquire all of our outstanding shares that Televisa does not already own and such offer is accepted or approved by the holders of a majority of shares of our common stock not held by Televisa. Notwithstanding the foregoing, if Televisa acquires a controlling stake in our equity interests from the Investors and as a result would exceed the Maximum Capital Percentage, Televisa will not be required to make an offer to acquire all of our outstanding shares that Televisa does not already own.
Participation, Registration Rights and Coordination Agreement
On December 20, 2010, we entered into that certain amended and restated participation, registration rights and coordination agreement (the “PRRCA”) with the Investors, Televisa and certain other holders of our common stock which contains various provisions including those described below.
Televisa Participation Right
Pursuant to the PRRCA, Televisa has certain participation rights with respect to sales of our capital stock. See “Description of Capital Stock—Pre-emptive Rights; Post-IPO Sale Participation Right.”
Registration Rights
Pursuant to the PRRCA, the parties thereto have certain registration rights with respect to our common stock. See “Description of Capital Stock—Registration Rights.”
Sale Coordination
Pursuant to the PRRCA, the parties thereto may be required to coordinate the sale of their shares of our common stock. See “Description of Capital Stock—Sale Coordination.”
Sponsor Management Agreement
On March 27, 2007, we entered into the Sponsor Management Agreement, which was amended and restated on December 20, 2010, with the Investors under which certain affiliates of the Investors provided us (i) advice with respect to the negotiation of agreements, contracts, documents and instruments relating to our financing transactions; (ii) financial, managerial and operational advice in connection with our business, including the development and implementation of strategies for improving our operating, marketing and financial performance; and (iii) such other services as we required. Effective as of March 31, 2015, we entered into an agreement with the Investors to terminate the Sponsor Management Agreement. Under that agreement, we agreed to pay a reduced termination fee and quarterly service fees in full satisfaction of our obligations to the Investors under the Sponsor Management Agreement. Pursuant to such termination agreement, we paid a termination fee of $112.4 million in April 2015 (which was accrued as of March 31, 2015) to affiliates of the Investors and will continue to pay a quarterly aggregate service fee of 1.26% of operating income before depreciation and amortization, subject to certain adjustments, until the earlier of (i) the consummation of this offering or (ii) December 31, 2015.
Prior to termination, the Investors received a quarterly aggregate service fee based on operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The management fee was $12.6 million for the nine months ended September 30, 2015 and $16.3 million, $14.6 million and $13.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. The out-of-pocket expenses were $0.9 million for the nine months ended September 30, 2015 and $1.0 million, $0.8 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. The management service fees and out-of-pocket expenses are recorded as selling, general and administrative expenses.
 
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Televisa Technical Assistance Agreement
Televisa entered into an agreement with Univision under which Televisa provides us with technical assistance related to our business. Effective as of March 31, 2015, we entered into an agreement with Televisa to terminate the technical assistance agreement. Under this agreement, we agreed to pay a reduced termination fee and quarterly service fees in full satisfaction of our obligations to Televisa under the technical assistance agreement. Pursuant to such termination agreement, we paid a termination fee of $67.6 million in April 2015 (which was accrued as of March 31, 2015) to Televisa and will continue to pay a quarterly aggregate service fee of 0.74% of operating income before depreciation and amortization, subject to certain adjustments, until the earlier of (i) the consummation of this offering or (ii) December 31, 2015.
Prior to termination, Televisa received a quarterly fee based on operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The fee for the nine months ended September 30, 2015 was $7.4 million. The fees for the years ended December 31, 2014, 2013 and 2012 were $8.8 million, $7.8 million and $7.0 million, respectively. The technical assistance fee and out-of-pocket expenses are recorded as selling, general and administrative expenses.
Consulting Arrangement
We have a consulting arrangement with SCG Investments IIB LLC (“SCG”), an entity controlled by the Chairman of our board of directors. In compensation for the consulting services provided by our Chairman, equity units in various LLCs that hold a portion of our common stock on behalf of the Investors and Televisa were granted to SCG. The equity grants provide for payments to SCG upon defined liquidation events based on the appreciation realized by the Investors and Televisa in their investments in us in excess of certain preferred returns and performance thresholds. A portion of these equity grants have vested and the remainder will only vest, and their related payments will only be made, if our Chairman is providing services to us at the time of the defined liquidity event. The term of the consulting arrangement is indefinite, subject to the right of either party to terminate the arrangement for any reason on thirty days’ notice. We recorded non-cash share-based compensation expense of $18.5 million in 2012. We will record an additional non-cash compensation expense upon the vesting of the remaining units.
In addition, under the consulting arrangement, SCG is entitled to reimbursement for reasonable expenses incurred by SCG in connection with Mr. Saban’s services, including his direct operating costs for use of a private plane in connection with his performance of such services, not to exceed $720,000 in any calendar year. The out-of-pocket expenses reimbursed to SCG in connection with Mr. Saban’s services are included in the out-of-pocket expense amounts referenced above under “—Stockholder Arrangements—Sponsor Management Agreement.” SCG is also entitled to certain indemnification protections under the consulting arrangement.
Transactions with other Sponsor-affiliated companies
The Investors are private investment firms that have investments in companies that may do business with Univision. No individual Sponsor has a controlling ownership interest in us. However, the Investors may have a controlling ownership interest or an ownership interest with significant influence in companies that do business with us. Since January 1, 2012, in the ordinary course of business, we received goods and services from, and made payments for technology, talent agency and other services, on an arm’s length basis from such companies.
In addition, in the ordinary course of business, we received advertising revenues on an arm’s length basis from such companies. Notably, we received ratings services from Nielsen Company/Nielsen Media Research for which we paid $59.2 million in 2012 and $67.8 million in 2013. THL, one of the Investors, had more than a 10% equity interest in Nielsen Company/Nielsen Media Research at that time. In addition, Univision has previously announced plans for a musical competition television show scheduled to be broadcast on the Univision Network in the fall season of 2015, based on an agreement with the owners of the rights to the program, including an entity controlled by Saban Capital
 
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Group. In connection with this arrangement, the owners of the program have agreed to grant to Televisa certain broadcast rights in Mexico to the show, together with certain format and exploitation rights. In 2014, we entered into an agreement with an affiliate of Providence Equity to develop and market research panels and provide marketing services for the panels, pursuant to which we would receive a fee in the form of a revenue share with a minimum guarantee of $250,000 and up to $1.25 million annually. The agreement terminated in August 2015 and we received fees totaling $250,000 over the life of the agreement. With respect to affiliates of Investors for which we made payments in excess of $120,000 per year under commercial agreements, we made aggregate payments to such affiliates of $14.1 million, $95.5 million and $72.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. We made aggregate payments to such affiliates of $7.0 million for the nine months ended September 30, 2015.
In 2013, Univision entered into two agreements with a sales representation company owned by the spouse of one of our directors, pursuant to which the company serves as our exclusive national sales representative for particular advertising and infomercials on certain networks and channels in exchange for a commission based on net sales of such advertisements and infomercials and related services. These agreements were amended effective June 30, 2015 to cover certain advertising on our radio stations. The fees for the nine months ended September 30, 2015 and the years ended December 31, 2014 and 2013 were $1.1 million, $0.7 million and $0.1 million, respectively.
Launch Rights
In March 2013 we entered into agreements with Televisa and Emilio Azcarraga Jean, Televisa’s chairman and one of our directors, as a result of which we obtained for our benefit the right to launch certain networks on the carriage platform of an MVPD that distributes our broadcast and cable networks. Pursuant to these agreements we paid an aggregate of $81 million to Mr. Azcarraga and Televisa and agreed to provide Televisa, for promotion of Televisa’s and its affiliates’ businesses, certain unsold advertising inventory at no cost on two of the networks to be carried by this MVPD.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors. These agreements, among other things, require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director.
Policies for Approval of Related Person Transactions
The related person transactions as described above have been approved by our board of directors. In connection with this offering, we will adopt a written policy relating to the identification, review and approval and/or ratification of related person transactions. In addition to the description above, related person transactions also include: (i) transactions in which we participate with an entity that employs or is controlled by (or under common control with) a related person, and (ii) transactions in which we participate with an entity in which a related person has an ownership or material financial interest.
Our policy will require that all related persons report all potential transactions or arrangements that could be related person transactions in advance (or otherwise at the earliest possible opportunity) to our general counsel or his designee for review and consideration. The general counsel will determine whether a proposed transaction is a related person transaction, and if he or she determines that a transaction is a related person transaction, he or she will submit such transaction for review and approval to the board of directors or a committee thereof, pursuant to this policy. If a member of the board of directors has an interest in or is involved in a related person transaction, such person will be recused from the voting and discussion on such transaction by the board of directors.
 
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In connection with approving or ratifying a related person transaction, the board of directors or a committee thereof will consider, in light of the relevant facts and circumstances, whether or not the transaction is in, or not inconsistent with, our best interests, including consideration of the following factors, to the extent pertinent:
 
 	•	 	the position within or relationship of the related person with us;	
 
 	•	 	the materiality of the transaction to the related person and us, including the dollar value of the transaction, without regard to profit or loss and the nature of the related person’s interest in the transaction;	
 
 	•	 	the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to us for attaining the purposes of the transaction;	
 
 	•	 	whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that we offer generally to persons who are not related persons;	
 
 	•	 	whether the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business; and	
 
 	•	 	the effect of the transaction on our business and operations, including on our internal control over financial reporting and system of disclosure controls and procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.	
In addition, the board of directors or a committee thereof may, from time to time, delegate to the general counsel, the authority to approve certain related person transactions, subject to notification or ratification by the board of directors as determined in its sole discretion.
 
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 PRINCIPAL STOCKHOLDERS
Security Ownership
The following table shows information regarding the beneficial ownership of our common stock (1) immediately following the Equity Recapitalization but prior to this offering and (2) as adjusted to give effect to this offering by:
 
 	•	 	each person or group who is known by us to own beneficially more than 5% of our common stock;	
 
 	•	 	each of our named executive officers and each member of our board of directors; and	
 
 	•	 	all of our named our executive officers and members of our board of directors as a group.	
For further information regarding material transactions between us and certain of our selling stockholders, see “Certain Relationships and Related Person Transactions.”
Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and/or investment power with respect to all shares of our common stock shown as beneficially owned by them. The shares of Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock carry voting rights as further described in “Description of Capital Stock.” Percentage of beneficial ownership prior to and following this offering is based on no shares of Class A common stock,                 shares of Class S-1 common stock              shares of Class S-2 common stock,              shares of Class T-1 common stock,              shares of Class T-2 common stock and one share of Class T-3 common stock outstanding as of                     , 2015, after having given pro forma effect to the Equity Recapitalization as if it happened on                     , 2015. Percentage of beneficial ownership following this offering assumes the issuance of              shares of Class A common stock in this offering and no exercise of the underwriters’ option to purchase additional shares. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the date of this prospectus are deemed to be outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares of capital stock held by them.
Unless otherwise indicated, the address for each holder listed below is 605 Third Avenue, 33rd Floor, New York, NY 10158. Unless otherwise indicated, the address of each beneficial holder is c/o Univision Holdings, Inc. 605 Third Avenue, 33rd Floor, New York, NY 10158.
 
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 	  	Shares of common stock beneficially owned before this offering	  	 	
 	  	Class A (1)
common stock	  	Class S-1 (1)
common stock	  	Class S-2 (1)
common stock	  	Class T-1 (1)
common stock	  	Class T-2 (1)
common stock	  	Class T-3 (1)
common stock	  	Combined
Voting
Power	
Name and address of beneficial owner	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Percent	
5% stockholders:	  		  		  		  		  		  		  		  		  		  		  		  		  		
Madison Dearborn Funds(2)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Providence Equity Funds(3)	  		  		  		  		  		  		  		  		  		  		  		  		  		
SCG Investments II, LLC(4)	  		  		  		  		  		  		  		  		  		  		  		  		  		
TPG Funds(5)	  		  		  		  		  		  		  		  		  		  		  		  		  		
THL Funds(6)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Multimedia Telecom S.A. de C.V.(7)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Named executive officers and directors:	  		  		  		  		  		  		  		  		  		  		  		  		  		
Zaid F. Alsikafi	  		  		  		  		  		  		  		  		  		  		  		  		  		
Alfonso de Angoitia	  		  		  		  		  		  		  		  		  		  		  		  		  		
Emilio Azcárraga Jean	  		  		  		  		  		  		  		  		  		  		  		  		  		
José Antonio Bastón Patiño	  		  		  		  		  		  		  		  		  		  		  		  		  		
Adam Chesnoff(4)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Henry G. Cisneros(8)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Michael P. Cole	  		  		  		  		  		  		  		  		  		  		  		  		  		
Kelvin L. Davis	  		  		  		  		  		  		  		  		  		  		  		  		  		
Randel A. Falco(9)	  		  		  		  		  		  		  		  		  		  		  		  		  		
David Goel	  		  		  		  		  		  		  		  		  		  		  		  		  		
Michael N. Gray	  		  		  		  		  		  		  		  		  		  		  		  		  		
Andrew W. Hobson(10)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Roberto Llamas(11)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Francisco J. Lopez-Balboa	  		  		  		  		  		  		  		  		  		  		  		  		  		
Peter H. Lori(12)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Jonathan M. Nelson(3)	  		  		  		  		  		  		  		  		  		  		  		  		  		
James N. Perry, Jr.	  		  		  		  		  		  		  		  		  		  		  		  		  		
Haim Saban(4)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Enrique F. Senior Hernández	  		  		  		  		  		  		  		  		  		  		  		  		  		
Jonathan Schwartz(13)	  		  		  		  		  		  		  		  		  		  		  		  		  		
David Trujillo	  		  		  		  		  		  		  		  		  		  		  		  		  		
Tony Vinciquerra	  		  		  		  		  		  		  		  		  		  		  		  		  		
All named executive officers and directors as a group (21 persons)	  		  		  		  		  		  		  		  		  		  		  		  		  		

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 	  	Shares of common stock beneficially owned after this offering	  	 	
 	  	Class A (1)
common stock	  	Class S-1 (1)
common stock	  	Class S-2 (1)
common stock	  	Class T-1 (1)
common stock	  	Class T-2 (1)
common stock	  	Class T-3 (1)
common stock	  	Combined
Voting
Power	
Name and address of beneficial owner	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Number	  	Percent	  	Percent	
5% stockholders:	  		  		  		  		  		  		  		  		  		  		  		  		  		
Madison Dearborn Funds(2)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Providence Equity Funds(3)	  		  		  		  		  		  		  		  		  		  		  		  		  		
SCG Investments II, LLC(4)	  		  		  		  		  		  		  		  		  		  		  		  		  		
TPG Funds(5)	  		  		  		  		  		  		  		  		  		  		  		  		  		
THL Funds(6)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Multimedia Telecom S.A. de C.V.(7)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Named executive officers and directors:	  		  		  		  		  		  		  		  		  		  		  		  		  		
Zaid F. Alsikafi	  		  		  		  		  		  		  		  		  		  		  		  		  		
Alfonso de Angoitia	  		  		  		  		  		  		  		  		  		  		  		  		  		
Emilio Azcárraga Jean	  		  		  		  		  		  		  		  		  		  		  		  		  		
José Antonio Bastón Patiño	  		  		  		  		  		  		  		  		  		  		  		  		  		
Adam Chesnoff(4)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Henry G. Cisneros(8)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Michael P. Cole	  		  		  		  		  		  		  		  		  		  		  		  		  		
Kelvin L. Davis	  		  		  		  		  		  		  		  		  		  		  		  		  		
Randel A. Falco(9)	  		  		  		  		  		  		  		  		  		  		  		  		  		
David Goel	  		  		  		  		  		  		  		  		  		  		  		  		  		
Michael N. Gray	  		  		  		  		  		  		  		  		  		  		  		  		  		
Andrew W. Hobson(10)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Roberto Llamas(11)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Francisco J. Lopez-Balboa	  		  		  		  		  		  		  		  		  		  		  		  		  		
Peter H. Lori(12)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Jonathan M. Nelson(3)	  		  		  		  		  		  		  		  		  		  		  		  		  		
James N. Perry, Jr.	  		  		  		  		  		  		  		  		  		  		  		  		  		
Haim Saban(4)	  		  		  		  		  		  		  		  		  		  		  		  		  		
Enrique F. Senior Hernández	  		  		  		  		  		  		  		  		  		  		  		  		  		
Jonathan Schwartz(13)	  		  		  		  		  		  		  		  		  		  		  		  		  		
David Trujillo	  		  		  		  		  		  		  		  		  		  		  		  		  		
Tony Vinciquerra	  		  		  		  		  		  		  		  		  		  		  		  		  		
All named executive officers and directors as a group (21 persons)	  		  		  		  		  		  		  		  		  		  		  		  		  		
 
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*	Represents less than one percent.	
(1)	Holders of Class A common stock, Class S-1 common stock and Class T-1 common stock are entitled to one vote per share. Holders of Class S-2 common stock and Class T-2 common stock do not have any voting power or voting rights other than as required by applicable law. The Class T-3 common stock provides Televisa with voting power be equal to (a) (1) the FCC foreign percentage ownership limitation on voting capital stock of corporations that own broadcast licensees that may be held by non-U.S. persons (as amended or modified from time to time, the “FCC Voting Cap”) or (2) if higher than the percentage referred to in clause (1), any FCC Voting Cap adopted by the FCC and applicable to Televisa less (b) the percentage of our voting common stock held by the Investors, Glade Brook and certain bank investors that is attributable to non-U.S. persons for FCC purposes at such time (but in no event greater than 3%) less (c) the percentage of our voting common stock (other than Class T-3 common stock) held by Televisa. At the time of this offering, the FCC Voting Cap is 25%. Immediately prior to the consummation of this offering, the Class T-3 common stock provides Televisa with         % of the total voting power in us. Immediately after the consummation of this offering, the Class T-3 common stock provides Televisa with         % of the total voting power in us. See “Description of Our Capital Stock—Voting Rights.”	
(2)	Includes the following: (i)             shares of Class S-1 common stock held by Madison Dearborn Capital Partners IV, L.P.,              shares of Class S-1 common stock held by Madison Dearborn Capital Partners IV, L.P., through its interest in BMPI Services LLC (“BMPI”), the named owner of these shares, and              shares of Class S-1 common stock held by Madison Dearborn Capital Partners IV, L.P., through its interest in BMPI Services III LLC (“BMPS3” and together with “BMPI,” the “BMP Entities”), the named owner of these shares, (ii)              shares of Class S-1 common stock held by MDCPIV Intermediate (Umbrella) L.P.,              shares of Class S-1 common stock held by MDCPIV Intermediate (Umbrella), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by MDCPIV Intermediate (Umbrella), L.P., through its interest in BMPS3, the named owner of these shares, (iii)              shares of Class S-1 common stock held by Madison Dearborn Capital Partners, V-A, L.P.,              shares of Class S-1 common stock held by Madison Dearborn Capital Partners, V-A, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by Madison Dearborn Capital Partners, V-A, L.P., through its interest in BMPS3, the named owner of these shares, (iv)              shares of Class S-1 common stock held by MDCPV Intermediate (Umbrella), L.P.,              shares of Class S-1 common stock held by MDCPV Intermediate (Umbrella), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by MDCPV Intermediate (Umbrella), L.P., through its interest in BMPS3, the named owner of these shares, (v)              shares of Class S-2 common stock held by MDCP Foreign Co-Investors (Umbrella), L.P.,              shares of Class S-2 common stock held by MDCP Foreign Co-Investors (Umbrella), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by MDCP Foreign Co-Investors (Umbrella), L.P., through its interest in BMPS3, the named owner of these shares, and (vi)              shares of Class S-2 common stock held by MDCP US Co-Investors (Umbrella), L.P.,              shares of Class S-2 common stock held by MDCP US Co-Investors (Umbrella), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by MDCP US Co-Investors (Umbrella), L.P., through its interest in BMPS3, the named owner of these shares. The entities in this footnote, other than the BMP Entities, are referred to as “Madison Dearborn Funds.” Madison Dearborn Partners IV, L.P. is the general partner of Madison Dearborn Capital Partners IV, L.P. and MDCPIV Intermediate (Umbrella) L.P. Madison Dearborn Partners V-A&C, L.P. is the general partner of Madison Dearborn Capital Partners, V-A, L.P., MDCPV Intermediate (Umbrella), L.P., MDCP Foreign Co-Investors (Umbrella), L.P. and MDCP US Co-Investors (Umbrella), L.P. Madison Dearborn Partners, LLC is the general partner of Madison Dearborn Partners IV, L.P. and Madison Dearborn Partners V-A&C, L.P. Messrs. Paul J. Finnegan and Samuel M. Mencoff, as sole Managers of Madison Dearborn Partners, LLC, may be deemed to possess indirect beneficial ownership of the securities beneficially owned by the Madison Dearborn Funds. The address of the Madison Dearborn Funds is c/o Madison Dearborn Partners, Three First National Plaza, Suite 4600, Chicago, Illinois, 60602.	
(3)	Includes the following: (i)              shares of Class S-1 common stock held by Providence Equity Partners V (Umbrella US) L.P.,              shares of Class S-1 common stock held by Providence Equity Partners V (Umbrella US) L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by Providence Equity Partners V (Umbrella US) L.P., through its interest in BMPS3, the named owner of these shares, (ii)              shares of Class S-1 common stock held by Providence Investors V (Univision) L.P.,              shares of Class S-1 common stock held by Providence Investors V (Univision) L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by Providence Investors V (Univision) L.P., through its interest in BMPS3, the named owner of these shares, (iii)              shares of Class S-1 common stock held by Providence Equity Partners VI (Umbrella US) L.P.,              shares of Class S-1 common stock held by Providence Equity Partners VI (Umbrella US) L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by Providence Equity Partners VI (Umbrella US) L.P., through its interest in BMPS3, the named owner of these shares, (iv)              shares of Class S-1 common stock held by Providence Investors VI (Univision) L.P.,              shares of Class S-1 common stock held by Providence Investors VI (Univision) L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by Providence Investors VI (Univision) L.P., through its interest in BMPS3, the named owner of these shares, (v)              shares of Class S-2 common stock held by Providence Co-Investors (Univision US) L.P.,              shares of Class S-2 common stock held by Providence Co-Investors (Univision US) L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by Providence Co-Investors (Univision US) L.P., through its interest in BMPS3, the named owner of these shares, and (vi)              shares of Class S-2 common stock held by Providence Co-Investors (Univision) L.P.,              shares of Class S-2 common stock held by Providence Co-Investors (Univision) L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by Providence Co-Investors (Univision) L.P., through its interest in BMPS3, the named owner of these shares. The entities in this footnote, other than the BMP Entities, are referred to as “Providence Equity Funds.” Providence Equity Partners V L.L.C. is the general partner of Providence Equity GP V L.P. which is the general partner of Providence Equity Partners V (Umbrella US) L.P. Providence Umbrella GP L.L.C. (“PEP Umbrella GP”) is the	
 
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 	general partner of Providence Investors V (Univision) L.P., Providence Co-Investors (Univision US) L.P. and Providence Co-Investors (Univision) L.P. Providence Equity Partners VI L.L.C. is the general partner of Providence Equity GP VI L.P. which is the general partner of Providence Equity Partners VI (Umbrella US) L.P. Providence VI Umbrella GP L.L.C. is the general partner of Providence Investors VI (Univision) L.P. PEP Umbrella GP may be deemed to share beneficial ownership of the shares owned by Providence Investors V (Univision) L.P., Providence Co-Investors (Univision US) L.P. and Providence Co-Investors (Univision) L.P. Messrs. Glenn M. Creamer, Jonathan M. Nelson and Paul J. Salem are members of each of the Providence Equity Funds entities referenced above and may be deemed to possess indirect beneficial ownership of the securities beneficially owned by each such entity. The address of the Providence Equity Funds is c/o Providence Equity Partners L.L.C., 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.	
(4)	Includes              shares of Class S-1 common stock held by SCG Investments II LLC,              shares of Class S-1 common stock held by SCG Investments II, LLC through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by SCG Investments II, LLC through its interest in BMPS3, the named owner of these shares. Haim Saban, a director of the Company, indirectly controls SCG Investments II LLC and may be deemed to possess indirect beneficial ownership of the securities beneficially owned by SCG Investments II LLC. Mr. Chesnoff, a director of the Company, is a manager of SCG Investments II, LLC and may be deemed to possess indirect beneficial ownership of the securities beneficially owned by SCG Investments II, LLC. Mr. Chesnoff disclaims beneficial ownership of the securities held by SCG Investments II, LLC except to the extent of his pecuniary interest therein. The address of SCG Investments II, LLC is c/o Saban Capital Group, 10100 Santa Monica Boulevard, Los Angeles, California 90067.	
(5)	Includes the following: (i)              shares of Class S-1 common stock held by TPG Umbrella IV, L.P.,              shares of Class S-1 common stock held by TPG Umbrella IV, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by TPG Umbrella IV, L.P., through its interest in BMPS3, the named owner of these shares, (ii)              shares of Class S-1 common stock held by TPG Umbrella International IV, L.P.,              shares of Class S-1 common stock held by TPG Umbrella International IV, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by TPG Umbrella International IV, L.P., through its interest in BMPS3, the named owner of these shares, (iii)              shares of Class S-1 common stock held by TPG Media V-AIV 1, L.P.,              shares of Class S-1 common stock held by TPG Media V-AIV 1, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by TPG Media V-AIV 1, L.P., through its interest in BMPS3, the named owner of these shares, (iv)              shares of Class S-1 common stock held by TPG Media V-AIV 2, L.P.,              shares of Class S-1 common stock held by TPG Media V-AIV 2, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-1 common stock held by TPG Media V-AIV 2, L.P., through its interest in BMPS3, the named owner of these shares, (v)              shares of Class S-2 common stock held by TPG Umbrella Co-Investment, L.P.,              shares of Class S-2 common stock held by TPG Umbrella Co-Investment, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by TPG Umbrella Co-Investment, L.P., through its interest in BMPS3, the named owner of these shares, and (vi)              shares of Class S-2 common stock held by TPG Umbrella International Co-Investment, L.P.,              shares of Class S-2 common stock held by TPG Umbrella International Co-Investment, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by TPG Umbrella International Co-Investment, L.P., through its interest in BMPS3, the named owner of these shares. The entities mentioned above in this footnote, other than the BMP Entities, are referred to as the “TPG Funds.” TPG Advisors IV, Inc. is the general partner of each of TPG Umbrella IV, L.P. and TPG Umbrella International IV, L.P. TPG Advisors V, Inc. is the general partner of each of TPG Media V-AIV 1, L.P., TPG Media V-AIV 2, L.P., TPG Umbrella Co-Investment, L.P. and TPG Umbrella International Co-Investment, L.P. Messrs. David Bonderman and James Coulter are officers and sole shareholders of each of TPG Advisors IV, Inc. and TPG Advisors V, Inc., may therefore be deemed to beneficially own the shares of Class S-1 and Class S-2 common stock held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities held by the TPG Funds except to the extent of their pecuniary interest therein. The address of the TPG Funds, TPG Advisors IV, Inc., TPG Advisors V, Inc. and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.	
(6)	Includes the following: (i)              shares of Class S-2 common stock held by Thomas H. Lee Equity Fund VI, L.P.,              shares of Class S-2 common stock held by Thomas H. Lee Equity Fund VI, L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by Thomas H. Lee Equity Fund VI, L.P., through its interest in BMPS3, the named owner of these shares, (ii)              shares of Class S-2 common stock held by THL Equity Fund VI Investors (Univision), L.P.,              shares of Class S-2 common stock held by THL Equity Fund VI Investors (Univision), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by THL Equity Fund VI Investors (Univision), L.P., through its interest in BMPS3, the named owner of these shares, (iii)              shares of Class S-2 common stock held by THL Equity Fund VI Intermediate Investors (Univision US), L.P.,              shares of Class S-2 common stock held by THL Equity Fund VI Intermediate Investors (Univision US), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by THL Equity Fund VI Intermediate Investors (Univision US), L.P., through its interest in BMPS3, the named owner of these shares, (iv)              shares of Class S-2 common stock held by THL Equity Fund VI Intermediate Investors (Univision), L.P.,              shares of Class S-2 common stock held by THL Equity Fund VI Intermediate Investors (Univision), L.P., through its interest in BMPI, the named owner of these shares, and              shares of Class S-2 common stock held by THL Equity Fund VI Intermediate Investors (Univision), L.P., through its interest in BMPS3, the named owner of these shares, and (v)              shares of Class S-2 common stock held by THL Equity Fund VI Investors (GS), LLC,              shares of Class S-2 common stock held by THL Equity Fund VI Investors (GS), LLC, through its interest in BMPI, the named owner of these shares and              shares of Class S-2 common stock held by THL Equity Fund VI Investors (GS), LLC, through its interest in BMPS3, the named owner of these shares. The entities in this footnote, other than the BMP Entities, are referred to as the “THL Funds.” THL Holdco, LLC is the managing member of Thomas H. Lee Advisors, LLC, which is the general partner of Thomas H. Lee Partners, L.P., which is the sole member of THL Equity Advisors VI, LLC, which is the general partner of Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund VI Investors (Univision), L.P., THL	
 
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 	Equity Fund VI Intermediate Investors (Univision US), L.P. and THL Equity Fund VI Intermediate Investors (Univision), L.P. and is the manager of THL Equity Fund VI Investors (GS), LLC. Voting and investment determinations with respect to the shares held or controlled by the THL Funds are made by the management committee of THL Holdco, LLC. Anthony J. DiNovi and Scott M. Sperling are the members of the management committee of THL Holdco, LLC, and as such are the individuals who may be deemed to share beneficial ownership of the shares held or controlled by the THL Funds. Each of Messrs. DiNovi and Sperling disclaims beneficial ownership of such securities. The address of each of the THL Funds and Messrs. DiNovi and Sperling is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110.	
(7)	Includes              shares of Class T-1 common stock held by Multimedia Telecom S.A. de C.V., shares of Class T-1 common stock held by Multimedia Telecom S.A. de C.V. through its interest in BMPI Services II, LLC, the named owner of these shares, and              shares of Class T-1 common stock held by Multimedia Telecom S.A. de C.V. through its interest in BMPI Services IV, LLC, the named owner of these shares. Prior to the consummation of this offering, Televisa’s beneficial ownership does not include              shares of Class T-1 common stock issuable upon conversion of the Televisa Warrants. After the consummation of this offering, Televisa’s beneficial ownership includes shares of Class T-1 common stock issuable upon conversion of the Televisa Warrants, which would bring Televisa’s direct ownership of our common stock to its Maximum Equity Percentage (as discussed in “Certain Relationships and Related Party Transactions–Televisa Convertible Debentures and Warrants”), which is 10%. Televisa’s beneficial ownership following this offering does not include              shares of class T-1 common stock that is issuable upon conversion of the Televisa Warrants as such conversion would bring Televisa’s direct ownership of our common stock above its Maximum Equity Percentage, which would violate the Stockholders Agreement (as defined and discussed in “Certain Relationships and Related Party Transactions–Stockholder Arrangements–Stockholders Agreement”). The address of Multimedia Telecom S.A. de C.V. is c/o Grupo Televisa, S.A.B., Building A, 4th Floor, No. 2000 Colonia Santa Fe, Mexico, DF /01210 / Mexico.	
(8)	Includes              shares of Class S-1 common stock underlying options exercisable within 60 days of                     , 2015.	
(9)	Includes (i)              shares of Class S-1 common stock underlying options exercisable within 60 days of                     , 2015 and (ii)              shares of Class S-1 common stock held by the Randel A. Falco Grantor Annuity Trust.	
(10)	Includes (i)              shares of Class S-1 common stock underlying options exercisable within 60 days of                     , 2015, (ii)              shares of Class S-1 common stock held by the Andrew W. Hobson GST Exempt 2012 Trust and (iii)              shares of Class S-1 common stock held by the Margaret Hobson GST Exempt 2012 Trust.	
(11)	Includes              shares of Class S-1 common stock and 12,903 shares of Class S-1 common stock underlying options exercisable within 60 days of                     , 2015.	
(12)	Includes              shares of Class S-1 common stock and              shares of Class S-1 common stock underlying options exercisable within 60 days of                     , 2015.	
(13)	Includes              shares of Class S-1 common stock underlying options exercisable within 60 days of                     , 2015.	
 
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 DESCRIPTION OF CERTAIN INDEBTEDNESS
Senior Secured Credit Facilities
UCI, along with UPR, as borrowers, are parties to a credit agreement governing our senior secured credit facilities with Deutsche Bank AG New York Branch, as administrative agent, various lenders, and other financial institutions party thereto.
On September 3, 2015, we entered into an amendment of the credit agreement governing our senior secured credit facilities to replace our 2013 revolving credit facility with a new revolving credit facility which will be increased to $850.0 million and the maturity date for which will be extended from March 1, 2018 to the five-year anniversary of the date that the borrowing capacity is increased (subject to an earlier maturity date of 91 days prior to the March 1, 2020 maturity date of the current term loans described below if more than $1.5 billion of the current term loans have not been refinanced to have a longer maturity date). The new revolving credit facility will bear interest at a floating rate, which can either be an adjusted LIBOR rate plus an applicable margin (ranging from 200 to 250 basis points), or, at our option, an alternate base rate (defined as the highest of (x) the Deutsche Bank AG New York Branch prime rate, (y) the federal funds effective rate plus 0.50% per annum and (z) the one-month adjusted LIBOR rate plus 1%) plus an applicable margin (ranging from 100 to 150 basis points). The amendment is contingent upon this offering being consummated prior to December 15, 2015, the application of certain specified use of proceeds of this offering and other customary conditions.
As a result of the 2013 amendments, the existing term loans were converted into and/or refinanced with the proceeds of $2,350.0 million new term loans maturing on March 1, 2020 of which approximately $1,250.0 million constituted new or converted incremental term loans (the “2013 incremental loans”). As a result of the amendment we entered into in March 2014, the then-existing term loans (other than the 2013 incremental loans) were converted into and/or refinanced with the proceeds of replacement term loans of approximately $3,376.7 million maturing on March 1, 2020. The 2014 replacement term loans (together with the 2013 incremental loans, the “current term loans”) bear interest at a floating rate, which can either be an adjusted LIBOR rate (subject to a floor of 100 basis points) plus an applicable margin of 300 basis points or, at our option, an alternate base rate (as described above) plus an applicable margin of 200 basis points.
The credit agreement governing our senior secured credit facilities also provides that we may increase our existing revolving credit facilities and/or term loans facilities by up to $750.0 million if certain conditions are met, and after giving effect to the amendment entered into in September 2015, we will have in aggregate made $700.0 million of such increases to our existing revolving credit facilities and term loan facilities. Additionally, we are permitted to further refinance (whether by repayment, conversion or extension) our existing senior secured credit facilities (including the current term loans described above) with certain permitted additional first-lien, second-lien, senior and/or subordinated indebtedness, in each case if certain conditions are met.
Our senior secured credit facilities are secured by, among other things:
 
 	•	 	a first priority security interest, subject to permitted liens, in substantially all of the assets of UCI, UPR, Holdings and UCI’s material restricted domestic subsidiaries (subject to certain exceptions), including without limitation, all receivables, contracts, contract rights, equipment, intellectual property, inventory and other tangible and intangible assets, but excluding, among other things, cash and cash equivalents, deposit and securities accounts, motor vehicles, FCC licenses to the extent that applicable law or regulation prohibits the grant of a security interest therein, equipment that is subject to restrictions on liens pursuant to purchase money obligations or capital lease obligations, interests in joint ventures and non-wholly owned subsidiaries that cannot be pledged without the consent of a third party, certain trademark applications and receivables subject to our accounts receivable securitization;	
 
 	•	 	a pledge of (i) the present and future capital stock of each of UCI’s, UPR’s, and each subsidiary guarantor’s direct domestic subsidiaries (other than interests in joint ventures and non-wholly owned subsidiaries that cannot be pledged without the consent of a third party or to the extent a pledge of such capital stock would cause us to be required to file separate financial statements for such subsidiary with the SEC) and (ii) 65% of the voting stock of each of UCI’s, UPR’s, and each subsidiary guarantor’s	
 
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 	material direct foreign subsidiaries (other than interests in non-wholly owned subsidiaries that cannot be pledged without the consent of a third party), in each case, subject to certain exceptions; and	
 
 	•	 	all proceeds and products of the property and assets described above.	
The priority of security interests and related creditors’ rights are set forth in an intercreditor agreement.
Our senior secured credit facilities are guaranteed by Holdings and UCI’s material, wholly-owned restricted domestic subsidiaries (subject to certain exceptions).
For adjusted LIBOR loans, we may select interest periods of one, two, three or six months or, with the consent of all relevant affected lenders, nine or twelve months. Interest will be payable at the end of the selected interest period, but no less frequently than every three months within the selected interest period.
Our senior secured credit facilities also require payment of a commitment fee on the difference between committed amounts and amounts actually borrowed under the revolving credit facility and customary letter of credit fees. Prior to the applicable maturity date, funds borrowed or utilized under the revolving credit facility may be borrowed, repaid and reborrowed, without premium or penalty.
The current term loans are subject to amortization in equal quarterly installments of principal in an aggregate annual amount equal to 1.0% per annum of the original principal balance of the current term loans, with the remaining balance payable at the relevant date of maturity.
In addition, mandatory prepayments will be required to prepay amounts outstanding under our senior secured credit facilities in an amount equal to:
 
 	•	 	100% (which percentage will be reduced upon the achievement of specified performance targets) of net cash proceeds from certain asset dispositions by us or any of our restricted subsidiaries, subject to certain exceptions, ratable offer provisions and reinvestment provisions;	
 
 	•	 	100% of the net cash proceeds from the issuance or incurrence after the closing date of any additional debt by us or any of our restricted subsidiaries (excluding debt permitted under our senior secured credit facilities, other than any indebtedness which serves to refinance or extend indebtedness then outstanding under our senior secured credit facilities, which shall be required to prepay loans (or reduce revolving commitments, as applicable) as set forth in our credit agreement); and	
 
 	•	 	50% (which percentage will be reduced upon the achievement of specified performance targets) of excess cash flow, as defined in our senior secured credit facilities.	
Voluntary prepayments of principal amounts outstanding under our senior secured credit facilities are permitted at any time; however, if a prepayment of principal is made with respect to an adjusted LIBOR loan on a date other than the last day of the applicable interest period, the lenders will require compensation for any funding losses and expenses incurred as a result of the prepayment.
Our senior secured credit facilities contain certain restrictive covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements. In addition, under the senior secured revolving credit facility, we are required to maintain a first-lien secured leverage ratio as of the end of each fiscal quarter, to the extent that, as of the last day of such fiscal quarter, usage under the senior secured revolving credit facility exceeds 25% of the commitments thereunder. The Issuer and Holdings are not subject to the covenants listed here.
Our senior secured credit facilities contain customary events of default, including without limitation, payment defaults, breaches of representations and warranties, covenant defaults (with special provisions applicable to the financial covenant applicable to the revolving facility), cross-defaults to certain other
 
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indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, judgment defaults in excess of specified amounts, failure of any material provision of any guaranty or security document supporting our senior secured credit facilities to be in full force and effect, and a change of control.
2021 Notes
UCI issued, pursuant to an Indenture, as supplemented from time to time, dated November 23, 2010 among UCI, the guarantors party thereto and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee, $500.0 million in aggregate principal amount of 8.50% senior notes due 2021 (the “2021 notes”). UCI issued an additional $315.0 million in aggregate principal amount of the 2021 notes on January 13, 2011. The 2021 notes bear interest at 8.50% and pay interest on May 15th and November 15th of each year.
Maturity . The 2021 notes mature on May 15, 2021.
Guarantee . All of our current and future domestic subsidiaries that guarantee our senior secured credit facilities, the 5.125% senior secured notes due 2025 (the “2025 notes”), the 2023 notes and the 2022 notes guarantee the 2021 notes. The 2021 notes are not guaranteed by Holdings. Each guarantor provides a full and unconditional guarantee of payment of principal of and premium, if any, and interest on the 2021 notes.
Ranking . The 2021 notes and the guarantees are our and the guarantors’ senior unsecured obligations. Accordingly, they:
 
 	•	 	rank equal in right of payment with all of our and our guarantors’ existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the 2021 notes;	
 
 	•	 	rank senior in right of payment to our and our guarantors’ future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the 2021 notes;	
 
 	•	 	be effectively subordinated in right of payment to all of our and our guarantors’ existing and future senior secured debt and other obligations (including our senior secured credit facilities, the 2025 notes, the 2023 notes and the 2022 notes), to the extent of the value of the collateral securing such indebtedness; and	
 
 	•	 	are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the 2021 notes.	
Mandatory Redemption; Offer to Purchase; Open Market Purchases . We are not required to make any sinking fund payments with respect to the 2021 notes. However, under certain circumstances in the event of an asset sale or, as described under “Change of Control” below, we may be required to offer to purchase the 2021 notes. We may from time to time purchase the 2021 notes in the open market or otherwise.
Optional Redemption . We may redeem some or all of the 2021 notes at any time prior to November 15, 2015 at a redemption price equal to 100% of the principal amount of 2021 notes redeemed and an applicable premium as of the date of redemption, plus accrued and unpaid interest to the redemption date. The applicable premium means, with respect to the 2021 notes on any redemption date, the greater of: (a) 1.0% of the principal amount of the 2021 notes on such redemption date; and (b) the excess, if any, of (i) the present value at such redemption date of (A) the redemption price of 2021 notes at November 15, 2015 (such redemption price being set forth in the table below), plus (B) all required interest payments due on the 2021 notes through November 15, 2015 (excluding accrued but unpaid interest to the redemption date) computed using a discount rate equal to the treasury rate as of such redemption date plus 50 basis points; over (ii) the principal amount of 2021 notes on such redemption date.
 
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On and after November 15, 2015, the 2021 notes may be redeemed, at our option, in whole or in part, at any time and from time to time at the applicable redemption prices (expressed as percentages of principal amount of the 2021 notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below:

Year	  	Percentage	 	
2015	  	 	104.250	% 	
2016	  	 	102.833	% 	
2017	  	 	101.417	% 	
2018 and thereafter	  	 	100.000	% 	
In addition, until November 15, 2013, we could have, at our option, redeemed up to 35% of the then outstanding aggregate principal amount of 2021 notes at a redemption price equal to 108.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds are contributed to us; provided that at least 50% of the sum of the aggregate principal amount of 2021 notes originally issued and any additional 2021 notes issued under the indenture after the original issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such equity offering or sale.
We may provide in such notice that payment of the redemption price and performance of our obligations with respect thereto may be performed by another person.
Change of Control . If we experience a change of control (as defined in the 2021 notes indenture), we must give holders of the 2021 notes the opportunity to sell us their 2021 notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
Covenants . The 2021 notes indenture contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things:
 
 	•	 	incur additional debt or issue certain preferred stock;	
 
 	•	 	pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt;	
 
 	•	 	make certain investments;	
 
 	•	 	create liens on our or our subsidiary guarantors’ assets to secure debt;	
 
 	•	 	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the 2021 notes;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	merge or consolidate with another person or sell or otherwise dispose of all or substantially all of our assets;	
 
 	•	 	sell assets, including capital stock of our subsidiaries; and	
 
 	•	 	designate our subsidiaries as unrestricted subsidiaries.	
The Issuer and Holdings are not subject to the covenants listed above.
 
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Events of Default . The 2021 notes indenture also provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross-defaults to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, judgment defaults in excess of specified amounts and the failure of any guaranty by a significant party to be in full force and effect. If any such event of default occurs, it may permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2021 notes issued under the 2021 notes indenture to be due and payable immediately.
2022 Notes
UCI issued, pursuant to an Indenture, as supplemented from time to time, dated August 29, 2012 among UCI, the guarantors party thereto and Wilmington Trust, National Association, as trustee, $625.0 million in aggregate principal amount of the 2022 notes on August 29, 2012. UCI issued an additional $600.0 million in aggregate principal amount of the 2022 notes on September 19, 2012. The 2022 notes bear interest at 6.750% and pay interest on March 15th and September 15th of each year, commencing on March 15, 2013. On March 20, 2014, UCI redeemed $117.1 million aggregate principal amount of the 2022 notes at a redemption price equal to 106.750% of the aggregate principal amount of the 2022 notes redeemed, plus accrued and unpaid interest thereon.
Security.  The 2022 notes are secured by a first-priority security interest in the collateral (subject to permitted liens) granted to the collateral agent for the benefit of the holders of the 2022 notes and the trustee for the 2022 notes. These liens are pari passu with certain of the liens securing our senior secured credit facilities, the 2025 notes and the 2023 notes and any liens securing future pari passu obligations. The collateral securing the 2022 notes are substantially all of UCI’s and the guarantors’ property and assets that secure our senior secured credit facilities. The 2022 notes are not secured by the assets of Holdings, including a pledge of the capital stock of UCI. To the extent the collateral agent for the lenders under our senior secured credit facilities releases any liens on any collateral, subject to limited exceptions, the liens on such collateral securing the obligations under the 2022 notes and its guarantees will also be released.
Maturity.  The 2022 notes mature on September 15, 2022.
Guarantee.  All of our current and future domestic subsidiaries that guarantee our senior secured credit facilities, the 2025 notes, the 2023 notes and the 2021 notes guarantee the 2022 notes. The 2022 notes are not guaranteed by Holdings. Each guarantor provides a full and unconditional guarantee of payment of principal of and premium, if any, and interest on the 2022 notes.
Ranking.  The 2022 notes and the guarantees are our and the guarantors’ senior obligations. Accordingly, they:
 
 	•	 	are secured by a first-priority security interest, subject to permitted liens, in the collateral granted to the collateral agent for the benefit of the holders of the 2022 notes, which liens are pari passu (subject to intervening liens) with certain of the liens securing our senior secured credit facilities, the 2023 notes and the 2025 notes;	
 
 	•	 	rank equal in right of payment with all of our and our guarantors’ existing and future senior debt (including our senior secured credit facilities, the 2025 notes, the 2023 notes and the 2021 notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the 2022 notes;	
 
 	•	 	rank senior in right of payment to our and our guarantors’ future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the 2022 notes;	
 
 	•	 	are effectively equal in right of payment with all of our and our guarantors’ existing and future secured debt and other obligations (including our senior secured credit facilities the 2025 notes, the 2023 notes and the 2021 notes) (subject to intervening liens) that are secured on a pari passu basis by the collateral to the extent of the value of the collateral securing the 2022 notes and such indebtedness;	
 
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 	•	 	are effectively senior in right of payment to all of our and our guarantors’ existing and future unsecured debt and other obligations (including the 2021 notes) (subject to intervening liens) to the extent of the value of the collateral securing the 2022 notes;	
 
 	•	 	are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the 2022 notes; and	
 
 	•	 	are effectively subordinated in right of payment to all of our and our guarantors’ secured debt and other secured obligations to the extent of the collateral securing such indebtedness which is not also secured by the 2022 notes (including liens that secure our senior secured credit facilities but which do not secure the 2022 notes).	
Mandatory Redemption; Offer to Purchase; Open Market Purchases.  We are not required to make any sinking fund payments with respect to the 2022 notes. However, under certain circumstances in the event of an asset sale or, as described under “Change of Control” below, we may be required to offer to purchase 2022 notes. We may from time to time purchase 2022 notes in the open market or otherwise.
Optional Redemption.  We may redeem some or all of the 2022 notes at any time prior to September 15, 2017 at a redemption price equal to 100% of the principal amount of 2022 notes redeemed plus accrued and unpaid interest to the redemption date and premium equal to the greater of (i) 1.0% of the principal amount of the 2022 notes redeemed on the redemption date and (ii) the excess, if any, of (a) the present value at the redemption date, of the redemption price of such 2022 notes at September 15, 2017 (such redemption price being set forth in the table appearing below) and all required interest payments due on such 2022 notes through September 15, 2015 (excluding accrued but unpaid interest to the redemption date) computed using a discount rate equal to the treasury rate as of the redemption date plus 50 basis points, over (b) the principal amount of such 2022 notes on the redemption date, and without duplication, accrued and unpaid interest on to the redemption date.
On and after September 15, 2017, the 2022 notes may be redeemed, at our option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2022 notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2022 notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below:

Year Percentage	  	 	 	
2017	  	 	103.375	% 	
2018	  	 	102.250	% 	
2019	  	 	101.125	% 	
2020 and thereafter	  	 	100.000	% 	
In addition, until September 15, 2015, we may, at our option, redeem up to 40% of the then outstanding aggregate principal amount of 2022 notes at a redemption price equal to 106.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds are contributed to us; provided that at least 50% of the sum of the aggregate principal amount of 2022 notes originally issued and any additional 2022 notes issued under the indenture after the original issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such equity offering or sale.
We may provide in such notice that payment of the redemption price and performance of our obligations with respect thereto may be performed by another person.

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Change of Control . If we experience a change of control (as defined in the 2022 notes indenture), we must give holders of the 2022 notes the opportunity to sell us their 2022 notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
Covenants . The 2022 notes indenture contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things:
 
 	•	 	incur additional debt or issue certain preferred stock;	
 
 	•	 	pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt;	
 
 	•	 	make certain investments;	
 
 	•	 	create liens on our or our subsidiary guarantors’ assets to secure debt;	
 
 	•	 	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the 2022 notes;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	merge or consolidate with another person or sell or otherwise dispose of all or substantially all of our assets;	
 
 	•	 	sell assets, including capital stock of our subsidiaries; and	
 
 	•	 	designate our subsidiaries as unrestricted subsidiaries.	
The Issuer and Holdings are not subject to the covenants listed above.
Events of Default . The 2022 notes indenture also provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross-defaults to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, judgment defaults in excess of specified amounts and the failure of any guaranty by a significant party to be in full force and effect. If any such event of default occurs, it may permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2022 notes issued under the 2022 notes indenture to be due and payable immediately.
2023 Notes
UCI issued, pursuant to an Indenture, as supplemented from time to time, dated May 21, 2013 among UCI, the guarantors party thereto and Wilmington Trust, National Association, as trustee, $700.0 million in aggregate principal amount of the 2023 notes on May 21, 2013. UCI issued an additional $500.0 million in aggregate principal amount of the 2023 notes on February 19, 2015 (the “additional 2023 notes”). The 2023 notes bear interest at 5.125% and pay interest on May 15th and November 15th of each year, commencing on May 15, 2015 for the additional notes.
Security. The 2023 notes are secured by a first-priority security interest in the collateral (subject to permitted liens) granted to the collateral agent for the benefit of the holders of the 2023 notes and the trustee for the 2023 notes. These liens are pari passu with certain of the liens securing our senior secured credit facilities, the 2025 notes and the 2022 notes and any liens securing future pari passu obligations. The collateral securing the 2023 notes is substantially all of UCI’s and the guarantors’ property and assets that secure our senior secured credit facilities. The 2023 notes are not secured by the assets of Holdings, including a pledge of the capital stock of UCI. To the extent the collateral agent for the lenders under our senior secured credit facilities releases any liens on any collateral, subject to limited exceptions, the liens on such collateral securing the obligations under the 2023 notes and its guarantees will also be released.
 
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Maturity.  The 2023 notes mature on May 15, 2023
Guarantee.  All of our current and future domestic subsidiaries that guarantee our senior secured credit facilities, the 2025 notes, the 2022 notes and the 2021 notes guarantee the 2023 notes. The 2023 notes are not guaranteed by Holdings. Each guarantor provides a full and unconditional guarantee of payment of principal of and premium, if any, and interest on the 2023 notes.
Ranking.  The 2023 notes and the guarantees are our and the guarantors’ senior obligations. Accordingly, they:
 
 	•	 	are secured by a first-priority security interest, subject to permitted liens, in the collateral granted to the collateral agent for the benefit of the holders of the 2023 notes, which liens are pari passu (subject to intervening liens) with certain of the liens securing our senior secured credit facilities, the 2025 notes and the 2022 notes;	
 
 	•	 	rank equal in right of payment with all of our and our guarantors’ existing and future senior debt (including our senior secured credit facilities, the 2025 notes, the 2022 notes and the 2021 notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the 2023 notes;	
 
 	•	 	rank senior in right of payment to our and our guarantors’ future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the 2023 notes;	
 
 	•	 	are effectively equal in right of payment with all of our and our guarantors’ existing and future secured debt and other obligations (including our senior secured credit facilities the 2025 notes, the 2022 notes and the 2021 notes) (subject to intervening liens) that are secured on a pari passu basis by the collateral to the extent of the value of the collateral securing the 2023 notes and such indebtedness;	
 
 	•	 	are effectively senior in right of payment to all of our and our guarantors’ existing and future unsecured debt and other obligations (including the 2021 notes) (subject to intervening liens) to the extent of the value of the collateral securing the 2023 notes;	
 
 	•	 	are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the 2023 notes; and	
 
 	•	 	are effectively subordinated in right of payment to all of our and our guarantors’ secured debt and other secured obligations to the extent of the collateral securing such indebtedness which is not also secured by the 2023 notes (including liens that secure our senior secured credit facilities but which do not secure the 2023 notes).	
Mandatory Redemption; Offer to Purchase; Open Market Purchases.  We are not required to make any sinking fund payments with respect to the 2023 notes. However, under certain circumstances in the event of an asset sale or, as described under “Change of Control” below, we may be required to offer to purchase 2023 notes. We may from time to time purchase 2023 notes in the open market or otherwise.
Optional Redemption.  We may redeem some or all of the 2023 notes at any time prior to May 15, 2018 at a redemption price equal to 100% of the principal amount of 2023 notes redeemed plus accrued and unpaid interest to the redemption date and premium equal to the greater of (i) 1.0% of the principal amount of the 2023 notes redeemed on the redemption date and (ii) the excess, if any, of (a) the present value at the redemption date, of the redemption price of such 2023 notes at May 15, 2018 (such redemption price being set forth in the table appearing below) and all required interest payments due on such 2023 notes through May 15, 2018 (excluding accrued but unpaid interest to the redemption date) computed using a discount rate equal to the treasury rate as of the redemption date plus 50 basis points, over (b) the principal amount of such 2023 notes on the redemption date, and without duplication, accrued and unpaid interest on to the redemption date.
 
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On and after May 15, 2018, the 2023 notes may be redeemed, at our option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2023 notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2023 notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below:

Year Percentage	  	 	 	
2018	  	 	102.563	% 	
2019	  	 	101.708	% 	
2020	  	 	100.854	% 	
2021 and thereafter	  	 	100.000	% 	
In addition, until May 15, 2016, we may, at our option, redeem up to 40% of the then outstanding aggregate principal amount of 2023 notes at a redemption price equal to 105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds are contributed to us; provided that at least 50% of the sum of the aggregate principal amount of 2023 notes originally issued and any additional 2023 notes issued under the indenture after the original issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such equity offering or sale.
We may provide in such notice that payment of the redemption price and performance of our obligations with respect thereto may be performed by another person.
Change of Control.  If we experience a change of control (as defined in the 2023 notes indenture), we must give holders of the 2023 notes the opportunity to sell us their 2023 notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
Covenants. The 2023 notes indenture contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things:
 
 	•	 	incur additional debt or issue certain preferred stock;	
 
 	•	 	pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt;	
 
 	•	 	make certain investments;	
 
 	•	 	create liens on our or our subsidiary guarantors’ assets to secure debt;	
 
 	•	 	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the 2023 notes;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	merge or consolidate with another person or sell or otherwise dispose of all or substantially all of our assets;	
 
 	•	 	sell assets, including capital stock of our subsidiaries; and	
 
 	•	 	designate our subsidiaries as unrestricted subsidiaries.	
The Issuer and Holdings are not subject to the covenants listed above
Events of Default.  The 2023 notes indenture also provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross-defaults to certain other indebtedness in excess of
 
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specified amounts, certain events of bankruptcy and insolvency, judgment defaults in excess of specified amounts and the failure of any guaranty by a significant party to be in full force and effect. If any such event of default occurs, it may permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2023 notes issued under the 2023 notes indenture to be due and payable immediately.
2025 Notes
UCI issued, pursuant to an Indenture, as supplemented from time to time, dated February 19, 2015 among UCI, the guarantors party thereto and Wilmington Trust, National Association, as trustee, $750.0 million in aggregate principal amount of the 2025 notes on February 19, 2015. UCI issued an additional $810.0 million aggregate principal amount of the 2025 notes on April 13, 2015. The 2025 notes bear interest at 5.125% and pay interest on February 15th and August 15th of each year, commencing on August 15, 2015.
Security. The 2025 notes are secured by a first-priority security interest in the collateral (subject to permitted liens) granted to the collateral agent for the benefit of the holders of the 2025 notes and the trustee for the 2025 notes. These liens are pari passu with certain of the liens securing our senior secured credit facilities, the 2023 notes and the 2022 notes and any liens securing future pari passu obligations. The collateral securing the 2025 notes is substantially all of UCI’s and the guarantors’ property and assets that secure our senior secured credit facilities. The 2025 notes are not secured by the assets of Holdings, including a pledge of the capital stock of UCI. To the extent the collateral agent for the lenders under our senior secured credit facilities releases any liens on any collateral, subject to limited exceptions, the liens on such collateral securing the obligations under the 2025 notes and its guarantees will also be released.
Maturity.  The 2025 notes mature on February 15, 2025
Guarantee.  All of our current and future domestic subsidiaries that guarantee our senior secured credit facilities, the 2023 notes, the 2022 notes and the 2021 notes guarantee the 2025 notes. The 2025 notes are not guaranteed by Holdings. Each guarantor provides a full and unconditional guarantee of payment of principal of and premium, if any, and interest on the 2025 notes.
Ranking.  The 2025 notes and the guarantees are our and the guarantors’ senior obligations. Accordingly, they:
 
 	•	 	are secured by a first-priority security interest, subject to permitted liens, in the collateral granted to the collateral agent for the benefit of the holders of the 2025 notes, which liens are pari passu (subject to intervening liens) with certain of the liens securing our senior secured credit facilities, the 2022 notes and the 2023 notes;	
 
 	•	 	rank equal in right of payment with all of our and our guarantors’ existing and future senior debt (including our senior secured credit facilities, the 2023 notes, the 2022 notes, the 2021 notes and other obligations that are not, by their terms, expressly subordinated in right of payment to the 2025 notes;	
 
 	•	 	rank senior in right of payment to our and our guarantors’ future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the 2025 notes;	
 
 	•	 	are effectively equal in right of payment with all of our and our guarantors’ existing and future secured debt and other obligations (including our senior secured credit facilities the 2023 notes, the 2022 notes and the 2021 notes) (subject to intervening liens) that are secured on a pari passu basis by the collateral to the extent of the value of the collateral securing the 2025 notes and such indebtedness;	
 
 	•	 	are effectively senior in right of payment to all of our and our guarantors’ existing and future unsecured debt and other obligations (including the 2021 notes) (subject to intervening liens) to the extent of the value of the collateral securing the 2025 notes;	
 
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 	•	 	are structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the 2025 notes; and	
 
 	•	 	are effectively subordinated in right of payment to all of our and our guarantors’ secured debt and other secured obligations to the extent of the collateral securing such indebtedness which is not also secured by the 2025 notes (including liens that secure our senior secured credit facilities but which do not secure the 2025 notes).	
Mandatory Redemption; Offer to Purchase; Open Market Purchases.  We are not required to make any sinking fund payments with respect to the 2025 notes. However, under certain circumstances in the event of an asset sale or, as described under “Change of Control” below, we may be required to offer to purchase 2023 notes. We may from time to time purchase 2023 notes in the open market or otherwise.
Optional Redemption.  We may redeem some or all of the 2025 notes at any time prior to February 15, 2020 at a redemption price equal to 100% of the principal amount of 2025 notes redeemed plus accrued and unpaid interest to the redemption date and premium equal to the greater of (i) 1.0% of the principal amount of the 2025 notes redeemed on the redemption date and (ii) the excess, if any, of (a) the present value at the redemption date, of the redemption price of such 2025 notes at February 15, 2020 (such redemption price being set forth in the table appearing below) and all required interest payments due on such 2025 notes through February 15, 2020 (excluding accrued but unpaid interest to the redemption date) computed using a discount rate equal to the treasury rate as of the redemption date plus 50 basis points, over (b) the principal amount of such 2025 notes on the redemption date, and without duplication, accrued and unpaid interest on to the redemption date.
On and after February 15, 2020, the 2025 notes may be redeemed, at our option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2025 notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2025 notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below:

Year Percentage	  	 	 	
2020	  	 	102.563	% 	
2021	  	 	101.708	% 	
2022	  	 	100.854	% 	
2023 and thereafter	  	 	100.000	% 	
In addition, until February 15, 2018, we may, at our option, redeem up to 40% of the then outstanding aggregate principal amount of 2025 notes at a redemption price equal to 105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings to the extent such net cash proceeds are contributed to us; provided that at least 50% of the sum of the aggregate principal amount of 2025 notes originally issued and any additional 2025 notes issued under the indenture after the original issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such equity offering or sale.
We may provide in such notice that payment of the redemption price and performance of our obligations with respect thereto may be performed by another person.
Change of Control.  If we experience a change of control (as defined in the 2025 notes indenture), we must give holders of the 2025 notes the opportunity to sell us their 2025 notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
 
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Covenants. The 2025 notes indenture contains covenants limiting our ability and the ability of our restricted subsidiaries to, among other things:
 
 	•	 	incur additional debt or issue certain preferred stock;	
 
 	•	 	pay dividends or make distributions on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt;	
 
 	•	 	make certain investments;	
 
 	•	 	create liens on our or our subsidiary guarantors’ assets to secure debt;	
 
 	•	 	create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the 2025 notes;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	merge or consolidate with another person or sell or otherwise dispose of all or substantially all of our assets;	
 
 	•	 	sell assets, including capital stock of our subsidiaries; and	
 
 	•	 	designate our subsidiaries as unrestricted subsidiaries.	
The Issuer and Holdings are not subject to the covenants listed above.
Events of Default.  The 2025 notes indenture also provides for customary events of default, including, without limitation, payment defaults, covenant defaults, cross-defaults to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, judgment defaults in excess of specified amounts and the failure of any guaranty by a significant party to be in full force and effect. If any such event of default occurs, it may permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2025 notes issued under the 2025 notes indenture to be due and payable immediately.
Accounts Receivable Sale Facility
On June 28, 2013, we entered into an amendment to the accounts receivable sale facility, which, among other things, (i) extended the maturity date of the accounts receivable sale facility to June 28, 2018 (or, if earlier, the ninetieth (90th) day prior to the scheduled maturity of any indebtedness in an aggregate principal amount greater than or equal to $250,000,000 outstanding under our senior secured credit facilities, (ii) increased the borrowing capacity under the accounts receivable sale facility by $100.0 million, to $400.0 million, (iii) reduced the term component of the accounts receivable sale facility to $100.0 million and increased the borrowing capacity under the revolving component to $300.0 million, subject to the availability of qualifying receivables, (iv) lowered the interest rate on the borrowings under the accounts receivable sale facility to a LIBOR rate (without a floor) plus a margin of 2.25% per annum and (v) lowered the commitment fee on the unused portion of the accounts receivable sale facility to 0.50% per annum. Interest is paid monthly on the accounts receivable sale facility.
Under the terms of the accounts receivable sale facility, certain of our subsidiaries sell accounts receivable on a true sale and non-recourse basis to their respective wholly-owned special purpose subsidiaries, and these special purpose subsidiaries in turn sell such accounts receivable to Univision Receivables Co., LLC, a bankruptcy-remote subsidiary in which Univision Holdings, Inc. and certain special purpose subsidiaries, each holds a 50% voting interest (the “Receivables Entity”). Thereafter, the Receivables Entity sells to investors, on a revolving non-recourse basis, senior undivided interests in such accounts receivable pursuant to the receivables purchase agreement relating to the receivables sale facility (the “Receivables Purchase Agreement”). UCI (through certain special purpose subsidiaries) holds a 100% economic interest in the Receivables Entity. The
 
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assets of the special purpose entities and the Receivables Entity are not available to satisfy the obligations of Univision or its other subsidiaries.
The accounts receivable sale facility is comprised of a $100.0 million term component and a $300.0 million revolving component subject to the availability of qualifying receivables. In addition, the Receivables Entity is obligated to pay a commitment fee to the purchasers, such fee to be calculated based on the unused portion of the accounts receivable sale facility. The Receivables Purchase Agreement contains customary default and termination provisions, which provide for the early termination of the accounts receivable sale facility upon the occurrence of certain specified events including, but not limited to, failure by the Receivables Entity to pay amounts due, defaults on certain indebtedness, change in control, bankruptcy and insolvency events. The Receivables Entity is consolidated in our consolidated financial statements.
 
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 DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of our amended and restated certificate of incorporation, amended and restated bylaws, the PIA, the Stockholders Agreement and the PRRCA as they will be in effect at the time of the consummation of this offering and which implement certain changes thereto reflected in the MOU. We refer you to our amended and restated certificate of incorporation, amended and restated bylaws, the PIA, the Stockholders Agreement and the PRRCA, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part.
Authorized Capitalization
Our authorized capital stock shall consist of:
 
 	•	 	            shares of Class A common stock, par value $0.001 per share, of which             shares are issued and outstanding;	
 
 	•	 	            shares of Class S-1 common stock, par value $0.001 per share, of which             shares are issued and outstanding;	
 
 	•	 	            shares of Class S-2 common stock, par value $0.001 per share, of which             shares are issued and outstanding;	
 
 	•	 	            shares of Class T-1 common stock, par value $0.001 per share, of which             shares are issued and outstanding;	
 
 	•	 	            shares of Class T-2 common stock, par value $0.001 per share, of which             shares are issued and outstanding;	
 
 	•	 	one share of Class T-3 common stock, par value $0.001 per share, of which one share is issued and outstanding; and	
 
 	•	 	            shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding.	
All outstanding shares are, and all shares of Class A common stock offered by this prospectus will be, when sold, validly issued, fully paid and nonassessable.
Common Stock
Holders of our common stock are entitled to the following rights.
Voting Rights
Holders of Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock have all voting powers and voting rights. Class S-2 common stock and Class T-2 common stock do not have any voting power or voting rights other than as required by applicable law.
Holders of Class A common stock, Class S-1 common stock and Class T-1 common stock shall be entitled to one vote per share, provided that pursuant to our amended and restated certificate of incorporation the voting rights of Class A common stock held by non-U.S. persons (other than Televisa and the Investors) will be automatically eliminated or suspended (in whole or in part) in order to maintain our compliance with federal communications laws. Under the Current FCC Foreign Ownership Cap, because the Class T-1 and Class T-3 common stock will collectively be entitled to at least 22% of the outstanding voting power of the Company, as further described below, and some portion of the Class S-1 common stock may be deemed to be held by non-U.S. persons, the voting rights of the Class A common stock held by such non-U.S. persons are highly likely to be entirely or almost entirely eliminated or suspended in order to comply with the federal communications laws. For information on actions that our board of directors may take to maintain the Company’s compliance with federal communications laws, see “Description of Capital Stock — Federal Communications Laws Restrictions.”
 
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Except as (i) required by law and (ii) for the election of certain directors (as discussed below under “Election of Directors”), the Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock shall vote together as a single class.
The Class T-3 common stock provides its holder with special voting rights that, in the absence of a significant increase in the Current FCC Foreign Ownership Cap, will result in Televisa’s voting power being significantly greater than its ownership percentage of our outstanding common stock. Such voting power will be equal to (a) (1) the FCC Voting Cap or (2) if higher than the percentage referred to in clause (1), any FCC Voting Cap adopted by the FCC and applicable to Televisa less (b) the percentage of our voting common stock held by the Investors, Glade Brook and certain bank investors that is attributable to non-U.S. persons for FCC purposes at such time (but in no event greater than 3%) less (c) the percentage of our voting common stock (other than Class T-3 common stock) held by Televisa. As our common stock held by the Investors, Glade Brook and certain bank investors that is attributable to non-U.S. persons for FCC purposes is sold to third parties, Televisa’s voting power will increase on a share-for-share basis. Notwithstanding the foregoing, Televisa’s voting power provided by the Class T-3 common stock may not result in Televisa’s percentage of the voting power of our common stock exceeding (x) Televisa’s percentage ownership of our common stock (assuming, for this purpose, that Televisa has exercised all of its warrants for our common stock) or (y) the then applicable FCC aggregate percentage limitation on voting power of corporations that own broadcast licensees that may be held by non-U.S. persons that may be adopted by the FCC and applicable to Televisa. The Class T-3 common stock shall convert into one share of T-1 common stock at such time as Televisa holds its entire equity interest (including being allowed to convert its warrants) in the form of Class T-1 common stock and/or Class T-2 common stock.
Directors will be elected by a plurality of the votes present in person or represented by proxy at a stockholders’ meeting and entitled to be cast with respect to a particular director as set forth below and pursuant to the PIA. Except as required by law, all matters to be voted on by our stockholders (other than matters relating to the election and removal of directors to be elected exclusively by the holders of Class S-1 common stock and Class T-1 common stock, as described below) must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter with each share (other than Class T-3 common stock) entitled to one vote and Class T-3 common stock entitled to the number of votes described above or by a written resolution of the stockholders representing the number of affirmative votes required for such matter at a meeting.
Election of Directors
Our board of directors shall initially consist of 22 members or such other number as shall be fixed in accordance with our bylaws and the PIA. Upon the consummation of this offering, our board of directors shall be comprised of 14 directors appointed by holders of our Class S-1 common stock, four directors appointed by holders of our Class T-1 common stock, our chief executive officer and three independent directors (see “Director Designation Rights” below). Our board of directors shall be reduced to 11 members or such other number as shall be fixed in accordance with our bylaws and the PIA upon the earliest of (i) the transfer by the Investors of at least 95% of our common stock held collectively by the Investors on the Calculation Date (the “Principal Investor 95% Sell-Down”), (ii) 36 months after the transfer by the Investors of at least 85% of our common stock held collectively by the Investors on the Calculation Date and (iii) any time after the transfer by the Investors of at least 85% of our common stock held collectively by the Investors on the Calculation Date if at such time our remaining common stock then held by the Investors is not held by (A) at least three of the Investors who each hold at least 15% of the collective remaining interest of the Investors in our common stock, or (B) if the Saban Capital Group continues to hold more than a de minimis amount of our common stock at such time, at least two of the Investors who each hold at least 15% of the collective remaining interest of the Investors in our common stock (the earliest of clauses (i), (ii) and (iii), the “Investor Exit”).
 
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Election of Directors – Prior to an Investor Exit
Prior to an Investor Exit, the holders of our Class S-1 common stock, voting as a separate class, shall be entitled to elect 14 directors to our board of directors (collectively, the “Class S Directors”), provided that, following an Investor Exit and receipt of a TOC Approval, the holders of our Class S-1 common stock shall not have the right to elect any of our directors. After an Investor Exit and prior to receipt of a TOC Approval, the number of directors will be reduced and elected as set forth below under “Election of Directors – After an Investor Exit, but Prior to Receipt of a TOC Approval.” The holders of our Class S-1 common stock, voting as a separate class, shall have the right to remove any Class S Director with or without cause. Prior to an Investor Exit, any vacancy in the office of a Class S director shall be filled solely by the holders of our Class S-1 common stock, voting as a separate class. The 14 Class S Directors will be designated by the Investors as described below in “Director Designation Rights.”
Prior to an Investor Exit, the holders of our Class T-1 common stock, voting as a separate class, shall be entitled to elect four directors to our board of directors (collectively, the “Class T Directors”). The holders of our Class T-1 common stock, voting as a separate class, shall have the right to (i) remove any Class T Director with or without cause and (ii) fill any vacancy in the office of a Class T director. Televisa shall lose its right to appoint one or more directors to our board of directors upon certain voluntary transfers of our common stock as described below in “Director Designation Rights.”
Prior to an Investor Exit, the holders of our Class S-1 common stock and Class T-1 common stock, voting together as a single class, shall be entitled to elect one director who shall be our chief executive officer (the “CEO Director”). The holders of our Class S-1 common stock and Class T-1 common stock shall have the right, voting together as a single class, (a) to remove the CEO Director in the event that such individual is no longer our chief executive officer and (b) fill any vacancy in the office of the CEO Director.
The holders of our Class S-1 common stock, Class T-1 common stock and Class T-3 common stock, voting together as a single class, shall be entitled to elect one director (the “GB Director”) who shall be designated by Glade Brook, provided that (i) this right (the “GB Designation Right”) shall expire if Glade Brook transfers any of our shares to a person other than an affiliate of Glade Brook and (ii) the GB Director must meet the NYSE standard for independence, as applicable (the “Independence Standard”). Upon the termination or expiration of the GB Designation Right, the GB Director shall be re-designated as an Independent Director (as defined below) and the holders of our Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock, voting as a separate class, shall be entitled to fill this board seat and shall not be required to elect a Glade Brook designee. Unless the position of the GB Director has been re-designated as a position for an Independent Director, the holders of our Class S-1 common stock and Class T-1 common stock shall have the right, voting together as a single class, to fill any vacancy in the office of the GB Director.
Prior to an Investor Exit, the holders of our Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock, voting together as a single class, shall be entitled to elect the number of directors equal to the then authorized number of directors constituting our board of directors less the total numbers of director that the holders of our Class S-1 common stock and Class T-1 common stock are entitled to elect (whether as a separate class or together as a single class) at such time, as discussed above (the “Independent Directors”). At the time of this offering, holders of our Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock, voting as a single class, shall be entitled to elect two directors to our board of directors. Prior to an Investor Exit, each individual elected as an Independent Director (including as a result of a re-designation of the GB Director position) shall (i) meet the Independence Standard and be recommended by a unanimous vote of our nominating committee, provided that if a candidate for an Independent Director position is not approved by our nominating committee on one of the first three votes for such position then the next candidate for such position will be recommended by a majority vote of the nominating committee. Upon the approval of the nominating committee, each Independent Director candidate will be presented to our board of directors and must be approved by the majority vote of our board of directors.
 
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The holders of our Class A common stock, Class S-1 common stock, Class T-1 common stock and Class T-3 common stock, voting as a single class, shall have the right to (a) remove an Independent Director with or without cause and (b) fill any vacancy in the office of an Independent Director or any newly created directorship.
Election of Directors – After an Investor Exit, but Prior to Receipt of a TOC Approval
Our board of directors shall be fixed at 11 directors after an Investor Exit, but prior to receipt of a TOC Approval, the holders of our Class S-1 common stock, voting as a separate class, shall be entitled to elect six directors to our board of directors (collectively, the “Investor Exit Investor Directors”), provided that five of such directors must be independent of the Company, the Investors and any stockholder holding more than 15% of our common or voting stock in accordance with the Independence Standard. Each Investor shall have the right to appoint one of the Investor Exit Investor Directors and the remaining Investor Exit Investor Directors shall be selected by the Majority Principal Investors (see “Director Designation Rights”). The holders of our Class S-1 common stock, voting as a separate class, shall have the right to remove any Investor Exit Investor Directors with or without cause. Prior to both an Investor Exit and receipt of a TOC Approval, any vacancy in the office of an Investor Exit Investor Director shall be filled solely by the holders of our Class S-1 common stock, voting as a separate class. Following an Investor Exit and a TOC Approval, the holders of our Class S-1 common stock shall not have the right to elect any of our directors.
Following an Investor Exit, but prior to receipt of a TOC Approval, the holders of our Class T-1 common stock, voting as a separate class, shall be entitled to elect three directors (the “Investor Exit Televisa Directors”), provided that (a) upon a Televisa Sell-Down, Televisa’s minimum number of board designees shall be reduced from three to two and (b) upon the voluntary the transfer by Televisa of at least 80% of the shares of our common stock (including shares issuable upon conversion of our convertible securities) held by Televisa on the Calculation Date (“Televisa 80% Sell-Down”), Televisa shall lose all rights to designate directors to our board of directors. The holders of our Class T-1 common stock, voting as a separate class, shall have the right to (i) remove any Investor Exit Televisa Directors with or without cause and (ii) fill any vacancy in the office of an Investor Exit Televisa Director.
The remaining board seats shall be filled by (i) the CEO Director elected as described above in “Election of Directors – Prior to an Investor Exit” and (ii) an independent director who shall meet the Independence Standard and will be recommended for nomination, nominated and elected in the same manner as the Independent Directors (the “Pre-TOC Approval Independent Director”).
In the event that an Investor Exit is triggered pursuant to clause (iii) of the definition of an Investor Exit, the changes to our board of directors described in this section will not occur immediately and instead shall occur upon a date determined by the Investors, provided that such date must be no later than one year from the date of such event.
Election of Directors – Upon the Occurrence of Both an Investor Exit and Receipt of a TOC Approval
Our board of directors shall be fixed at 11 directors upon the occurrence of both an Investor Exit and receipt of a TOC Approval. Following the occurrence of both an Investor Exit and receipt of a TOC Approval, the holders of our Class T-1 common stock, voting as a separate class, shall be entitled to elect that number of directors equal to the greater of (i) three and (ii) such number of directors that would represent a percentage of our entire board of directors equivalent to Televisa’s percentage ownership of our outstanding voting common stock at such time (the “Post-TOC Approval Televisa Directors”), provided that (a) upon a Televisa Sell-Down, Televisa’s minimum number of board designees shall be reduced from three to two and (b) upon a Televisa 80% Sell-Down, Televisa shall lose its rights to designate directors to our board of directors. The holders of our Class T-1 common stock, voting as a separate class, shall have the right to (i) remove any Post-TOC Approval Televisa Directors with or without cause and (ii) fill any vacancy in the office of a Post-TOC Approval Televisa Director.
 
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The board seats that the holders of our Class T-1 common stock do not have the right to designate shall be filled by (i) the CEO Director and (ii) independent directors that meet the Independence Standard (the “Post-Investor Exit Independent Directors”). The Post-Investor Exit Independent Directors shall be elected by a vote of the holders of our Class A common stock, Class T-1 common stock and Class T-3 common stock, voting as a single class. The Post-Investor Exit Independent Directors shall be recommended for nomination by majority approval of all of the members of our nominating committee and, until a Televisa Sell-Down, nominated by the unanimous approval of all of the members of our board of directors. Following the occurrence of both an Investor Exit and receipt of a TOC Approval, our nominating committee shall be comprised of three independent directors, one of whom shall be a director designated by directors elected by the separate class vote of the Class T-1 common stock.
Following the occurrence of both an Investor Exit and receipt of a TOC Approval, all shareholder action shall be taken at a meeting called for such purpose, and not by the written consent of the shareholders. In all cases, a restricted person (as defined in our Stockholders Agreement) shall not serve on our board of directors until the transfer by the Investors of at least 98% of our common stock held collectively by the Investors on the Calculation Date.
Dividend Rights
Holders of our Class A, Class S and Class T common stock will share, on a pro rata basis, in any dividend declared by our board of directors, subject to the rights of the holders of any outstanding preferred stock, the approval rights in the PIA and our amended and restated certificate of incorporation described below.
Stock Split, Reverse Stock Splits, Stock Dividends and Stock Buybacks
In the event of a subdivision, increase or combination in any manner (by stock split, reverse stock split, stock dividend or other similar manner) of the outstanding shares of any one class of common stock, the outstanding shares of the other classes of common stock will be adjusted proportionally, subject to the approval rights in our amended and restated certificate of incorporation described below.
In the event the Company effects any buybacks of shares and the buyback results in Televisa’s ownership of our common stock exceeding any FCC ownership limit or FCC Individual Cap applicable to Televisa, Televisa’s equity interests in excess of such limitation shall be held as non-voting common stock (to the maximum extent such limitation permits) and the balance shall be held as warrants.
If as a result of a buyback of our shares, Televisa’s fully converted equity interest in the Company exceeds the Maximum Capital Percentage then Televisa’s equity interests in excess of the Maximum Capital Percentage shall be held by Televisa, at our election, as non-voting common stock and/or warrants.
Conversion Rights
Optional Conversions . Each outstanding share of Class S-1 common stock may, at the option of the holder thereof, be converted at any time into one share of Class S-2 common stock, and subject to stock ownership limits on non-U.S. persons under the federal communications laws and our amended and restated certificate of incorporation, each outstanding share of Class S-2 common stock may, at the option of the holder thereof, be converted into one share of Class S-1 common stock. Each outstanding share of Class T-1 common stock may, at the option of the holder thereof, be converted at any time into one share of Class T-2 common stock, and subject to stock ownership limits on non-U.S. persons under the federal communications laws and our amended and restated certificate of incorporation, each outstanding share of Class T-2 common stock may, at the option of the holder thereof, be converted into one share of Class T-1 common stock.
 
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Mandatory Conversions . Each share of Class S-1 common stock and Class S-2 common stock acquired by Televisa shall automatically convert to one share of Class T-1 common stock or, if such conversion would exceed Televisa’s Maximum Equity Percentage, to one share of Class T-2 common stock. Each share of Class T-1 common stock and Class T-2 common stock automatically converts to one share of Class A common stock immediately upon any transfer of such Class T common stock from Televisa to a third party, with limited exceptions. Each outstanding share of Class T-1 common stock automatically converts to one share of Class T-2 common stock upon any event that would cause Televisa’s voting equity percentage to exceed its Maximum Equity Percentage. Each share of Class S-1 common stock and Class S-2 common stock held by an Investor shall automatically convert to one share of Class A common stock upon any transfer of such share to any person that is not an Investor or Televisa or an affiliate thereof. Upon an Investor Exit and receipt of a TOC Approval, each share of Class S common stock outstanding shall automatically convert into Class A common stock. Once Televisa holds its entire equity interest in the Company in common stock, the share of Class T-3 common stock shall automatically convert into one share of Class T-1 common stock. The share of Class T-3 common stock also shall automatically convert into one share of T-1 common stock upon a transfer of Class T-3 common stock to a third party, with limited exceptions.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.
Director Designation Rights
The PIA provides that prior to an Investor Exit we will have a 22 member board of directors and grants each Investor and Televisa the right to appoint directors. Pursuant to the PIA, each of the Investors may designate three Class S Directors to the board of directors except for Saban Capital Group, which may designate two Class S Directors. Since 2007, THL has elected not to appoint any members to the board of directors and instead has appointed three observers to the board of directors. THL could elect to appoint its three Class S Directors in the future. Each of the Investors shall have the right to appoint such directors until such Investor sells more than 95% of the shares of our common stock held by such Investor on the Calculation Date (98% in certain cases, as described below) and thereafter shall no longer have a right to designate any directors to our board of directors. Prior to an Investor Exit, if an Investor is no longer entitled to appoint any director to our board of directors, the resulting vacancies for Class S Directors shall be filled upon the approval of both (a) the majority of the remaining Investors and (z) Investors holding at least 60% of the shares our common stock held by the remaining Investors at such time, provided that if there are only two Investors at such time, then the vacancy shall be filled with solely the approval of the Investors holding at least 60% of the shares of our common stock held by such remaining Investors.
Following an Investor Exit, but prior to receipt of a TOC Approval, the Investors, as holders of Class S-1 common stock, shall have the right to elect six directors to our board of directors, provided that five of the directors must meet the Independence Standard. Each Investor shall have the right to appoint one of the Investor Exit Investor Directors and the remaining Investor Exit Investor Directors shall be selected by the Majority Principal Investors. A holder of Class S-1 common stock shall lose its right to elect directors to our board of directors upon the occurrence of both an Investor Exit and receipt of a TOC Approval.
Prior to an Investor Exit, Televisa shall have the right to designate four directors to our board of directors. Prior to an Investor Exit, Televisa shall no longer be entitled to appoint any directors to our board of directors if Televisa voluntarily transfers any shares of our common stock (other than to a permitted transferee) and after giving effect to
 
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such transfer Televisa holds less than 95% our common stock held by Televisa as of the Calculation Date and Televisa fails to increase its ownership of our common stock to such 95% ownership threshold within 60 days of receiving notice from the Company of falling below such threshold. Notwithstanding the foregoing, Televisa may assign its right to designate (i) a Class T Director to a person if such person acquires from Televisa less than 10% of our fully-diluted shares of common stock as of the Calculation Date, (ii) two Class T Directors to a person if such person acquires from Televisa 10% or more, but less than 20% of our fully-diluted shares of our common stock as of the Calculation Date and (iii) three Class T Directors to a person if such person acquires from Televisa 20% or more, but less than 30% of our fully-diluted shares of our common stock as of the Calculation Date.
Following an Investor Exit, but prior to receipt of a TOC Approval, Televisa shall have the right to designate three directors to our board of directors, provided that (a) upon a Televisa Sell-Down, Televisa’s minimum number of board designees shall be reduced from three to two and (b) upon a Televisa 80% Sell-Down, Televisa loses all rights to designate directors to our board of directors.
Upon the occurrence of both an Investor Exit and receipt of a TOC Approval, Televisa shall have the right to designate a number of directors to our board of directors equal to the greater of (i) three and (ii) such number of directors that would represent a percentage of our entire board of directors equivalent to Televisa’s percentage ownership of our outstanding voting common stock at such time, provided that (a) upon a Televisa Sell-Down, Televisa’s minimum number of board designees shall be reduced from three to two and (b) upon a Televisa 80% Sell-Down, Televisa loses all rights to designate directors to our board of directors.
The Investors and Televisa’s voting agreement with Glade Brook requires that one directorship be filled by the GB Director as described above. The PIA requires the Investors and Televisa to (a) prior to an Investor Exit, cause the chief executive officer to be elected as a director, and fill two directorships (three directorships if Glade Brook no longer has the right to appoint a GB Director) with Independent Directors and (b) following an Investor Exit but prior to a TOC Approval, to cause the chief executive officer to be elected as a director, and to elect one Independent Director (other than the five Independent Directors to be designated by the Investors as described above). Prior to an Investor Exit and receipt of a TOC Approval, each Investor and Televisa has the right to appoint a director to serve on each committee of the board of directors.
In the case of any vacancy on our board of directors, prior to both an Investor Exit and receipt of a TOC Approval, created by the removal or resignation of a director appointed by an Investor or Televisa, the applicable Investor or Televisa will have the right to fill the vacancy with its own designee, provided that an Investor’s right to fill a vacancy shall expire when such Investor sells more than 95% (98% if TOC Approval is not obtained following an Investor Exit) of the shares of our common stock held by such Investor on the Calculation Date and Televisa’s right to fill a vacancy with its own designee shall expire upon a Televisa 80% Sell-Down. Subject to the terms of the PIA, the Investors and Televisa have agreed to vote their shares in favor of the election of the directors nominated by the other Investors and Televisa.
Approval Rights
Approval Rights of Majority PITV Investors
Under the PIA, the Investors and/or Televisa have approval rights with respect to certain business matters. Specifically, we are required to obtain the approval of both (i) at least four members of the group comprised of Televisa and the Investors and (ii) the Majority PITV Investors, in connection with, among other things, the following actions:
 
 	•	 	Any amendment to the certificate of incorporation, bylaws and certain governing documents of Univision;	
 
 	•	 	Authorize or issue new equity securities or convertible securities of Univision other than in certain limited circumstances;	
 
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 	•	 	Incur indebtedness or issue debt securities in an aggregate amount in excess of $100,000,000, other than borrowings under Univision’s then existing debt documents or any other debt agreement approved by the Majority PITV Investors;	
 
 	•	 	Voluntarily prepay debt of Univision in excess of $100,000,000 in any 12 month period or amend or waive the provisions of any agreement or instrument governing indebtedness with a principal amount in excess of $100,000,000;	
 
 	•	 	Commence a voluntary case under any applicable bankruptcy or insolvency laws;	
 
 	•	 	Enter into, modify or amend any agreement providing for the payment to or by Univision of more than $100,000,000 other than in certain limited circumstances;	
 
 	•	 	Enter into transactions involving the purchase or sale of (i) any assets having a fair market value in excess of $250,000,000 other than certain ordinary course of business transactions, (ii) any radio station or television station in a top 20 designated market area for consideration having a fair market value in excess of $100,000,000 or (iii) any programming involving payments in excess of $100,000,000; or	
 
 	•	 	Make any loan, advance or capital contribution to any third party in an amount in excess of $250,000,000 per transaction or in certain circumstances in excess of $100,000,000.	
The approval rights of the Majority PITV Investors will expire upon the earlier to occur of (i) a Principal Investor Two-Thirds Sell-Down and (ii) the Televisa Sell-Down.
Approval Rights of the Majority Principal Investors
We are also required to obtain the approval of both (i) at least three of the five Investors and (ii) the Majority Principal Investors, in order to, among other things, enter into a change of control transaction, exercise any right of the Majority Principal Investors under the Company’s governing documents, exercise drag-along rights under the Stockholders Agreement or modify the Televisa PLA, Mexico License, the Sales Agency Agreement or enter into agreements with Televisa related to similar programming. The approval rights of the Majority Principal Investors will expire upon an Investor Exit and receipt of a TOC Approval.
Approval Rights on Certain Related Party Transactions
In order for us to enter into a transaction with an Investor or Televisa, the PIA requires that we receive the approval of both (i) the majority of members of the group comprised of the Investors and Televisa who are not involved in the applicable transaction and (ii) the members of such unaffiliated group who hold a majority of our common stock held by such group, provided that this approval shall not be necessary if each of the Investors and Televisa are participating in the transaction on pro rata basis. This approval requirement expires upon the earlier to occur of (i) both an Investor Exit and receipt of a TOC Approval and (ii) the Televisa Sell-Down.
Following an Investor Exit and receipt of a TOC Approval, we will be required to obtain the approval of our audit committee (or other committee comprised solely of Independent Directors) in order to enter into an agreement or a transaction with Televisa or an affiliate of Televisa. Each director serving on such committee shall meet the Independence Standard and shall evaluate the transaction to determine if it is in our best interest.
Approval Rights of the Investors and Televisa
The PIA provides (i) each Investor customary minority approval rights over the amendment or modification of certain provisions of the PIA, Stockholders Agreement and the PRRCA which shall continue until none of the Investors are subject to the PIA and (ii) Televisa approval rights over certain amendments to our governing documents that would adversely affect Televisa’s rights under such governing documents; provided that such approval rights shall expire upon a Televisa Sell-Down except for certain Televisa approval rights that continue for so long as Televisa owns any of our shares or retains the right to designate at least one director to our board of directors.
 
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Televisa Approval Rights
Pursuant to our amended and restated certificate of incorporation, Televisa has, subject to continuing to hold a specified minimum interest in us, approval rights with respect to various matters, including, but not limited to, the payment and declaration of dividends and distributions, certain stock repurchases, bankruptcy filings, any amendment to our certificate of incorporation or by-laws that discriminates against Televisa, incurrence of indebtedness above specified levels, changing Univision’s core business and equity issuances to certain restricted persons. Televisa’s approval rights with respect to bankruptcy filings and incurrence of indebtedness above a specified level will terminate at the time Televisa converts all of our convertible securities that it holds into our common stock. Further, Televisa’s approval rights with respect to dividends and distributions, spin-offs and split-offs and stock repurchases shall not apply at any time that Televisa does not hold convertible securities exercisable for our common stock.
Prior to a Televisa 80% Sell-Down, unless required by law or applicable stock exchange rules in the case of clauses (vi) (in respect of procedural matters) and (ix) below, we will not take any of the following actions without Televisa’s prior written consent (i) implement a poison pill that would limit Televisa’s ownership stake in the Company, (ii) issue equity securities of the Company that entitle their holder to multiple votes per security or similar special voting rights, (iii) seek a court or regulatory approval to void or limit a right of Televisa under our governing documents and the Televisa investment documents to invalidate or make unenforceable such right (e.g. on the basis of it being against public policy), (iv) petition the FCC, or take any action support any petition filed by a third party, to request a reduction in the Current FCC Foreign Ownership Cap including any FCC Voting Cap, as increased from time to time, or in the FCC Individual Cap (whether on equity or voting interests) applicable to Televisa, (v) amend our amended and restated certificate of incorporation or the bylaws to permit the removal of a director other than for cause (other than directors appointed exclusively by the Investors), (vi) limit Televisa’s right to call a special meeting of the Company’s stockholders, (vii) create any new requirements for approvals by a supermajority of the board or stockholders or a separate class of directors or stock, (viii) amend our amended and restated certificate of incorporation to implement a classified board of directors, (ix) add new director qualification requirements that would result in excluding the Televisa designees to our board of directors or (x) amend the provisions of our amended and restated certificate of incorporation that prohibit us from using against Televisa or securities held by Televisa certain remedies to reduce foreign ownership.
Transfer Restrictions
If the Investors or Televisa transfer our shares of common stock to certain permitted transferees in accordance with the Stockholders Agreement, the permitted transferees must enter into an agreement to be bound by the PIA. If the Investors sell their shares in a change of control transaction in compliance with the Stockholders Agreement, the Investors’ collective rights and obligations under our certificate of incorporation, the PIA, the Stockholders Agreement, the Investment Agreement, and the PRRCA will be transferred to and assumed by the acquirer.
Televisa may not transfer our Class T-3 common stock, with limited exceptions, until after an Investor Exit has occurred at which time Televisa may transfer Class T-3 common stock in connection with a transfer of all of our Class T common stock to a non-U.S. person. Subject to certain exceptions provided for in the Stockholders Agreement, Televisa may not transfer its other contractual rights under the PIA, the Stockholders Agreement, the Investment Agreement and the PRRCA. In the event that Televisa transfers all of the Class T common stock after an Investor Exit, the Investors shall have the right to sell their common stock to the acquirer in such transfer on terms and conditions consistent with the Investors’ tag-along rights in the Stockholders Agreement.
Until TOC Approval has been obtained, without Televisa’s approval, the Investors shall not transfer more than 98% of the shares of our common stock held by the Investors on the Calculation Date, provided that such approval shall not be required following a Televisa Sell-Down.
 
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For a description of additional transfer restrictions under the Stockholders Agreement, see “Certain Relationships and Related Person Transactions — Stockholders Agreement — Transfer Restrictions.”
Federal Communications Laws Restrictions
Our amended and restated certificate of incorporation requires us to restrict the rights and ownership or proposed ownership of a public stockholder or any other stockholder (excluding Televisa, the Investors or their permitted transferees) if such rights or ownership would (i) be inconsistent with or violate federal communications laws, (ii) limit or impair any of our business activities or proposed business activities under federal communication laws, (iii) could subject us to any law, regulation or policy under federal communications laws which we would not be subject to, but for such ownership or proposed ownership (collectively, “FCC Regulatory Limitations”) or (iv) cause or could cause Televisa’s ownership or proposed ownership of any of our securities to result in an FCC Regulatory Limitation. If we believe that the rights or ownership or proposed ownership of our capital stock may result in a FCC Regulatory Limitation, the applicable stockholder or potential stockholder must furnish any information that we request. Following this offering, if a stockholder or potential stockholder does not furnish the requested information or if we conclude in our sole discretion that such person’s rights or ownership would result in a FCC Regulatory Limitation, we may take steps to prevent the FCC Regulatory Limitation, including (a) refusing to permit the sale of our capital stock to such person, (b) suspending, reducing or eliminating the rights of such person’s capital stock, (c) redeeming such person’s capital stock, (d) requiring the conversion of all or any of such person’s shares to non-voting stock, warrants or other securities, (e) transferring such person’s shares to an FCC approved trust or (f) seeking any and all appropriate remedies, at law or in equity, as necessary to prevent or cure the FCC Regulatory Limitation.
Given the special voting rights provided to our Class T-3 common stock, it is highly likely that the voting rights of our Class A common stock held by non-U.S. persons (other than Televisa and the Investors) will be entirely or almost entirely eliminated or suspended in order to comply with the FCC Regulatory Limitations for the foreseeable future unless the Current FCC Foreign Ownership Cap is increased significantly. Further, at the time of this offering, because Televisa (a non-U.S. person) is expected to own 10% of our common stock, other non-U.S. persons may only own 15% of our outstanding common stock under applicable law. As a result, our board of directors may be required to take additional actions to reduce ownership of our common stock by non-U.S. persons (other than Televisa). Pursuant to our amended and restated certificate of incorporation, the aforementioned actions may not be taken against Televisa, the Investors or their permitted transferees.
In 2013, the FCC announced that it would consider proposals to exceed the current 25% foreign ownership limitation for media companies on a case by case basis. We plan to file a petition for declaratory ruling with the FCC requesting an increase in our aggregate permitted foreign ownership to 49% of our common stock (on a voting and equity basis) and Televisa’s permitted ownership to 40% of our common stock (on a voting and equity basis).
Pre-emptive Rights; Post-IPO Sale Participation Right
Except for certain excluded transactions, the PRRCA provides Televisa with the right to participate in any issuance by the Company or any Company subsidiary of shares of its capital stock (common stock, preferred stock or otherwise) (the “Televisa Participation Right”), provided that (x) Televisa may not purchase shares in excess of its contractual ownership limitations in the Stockholders Agreement and (y) following this offering the Televisa Participation Right shall not apply to any issuances for cash. Televisa has waived its right to exercise its pre-emptive rights in connection with this offering. The Televisa Participation Right shall expire upon a Televisa Sell-Down.
Upon any transfer (other than to permitted transferees) by the Investors after the IPO (“Post-IPO Sale”), Televisa shall have the right to acquire a number of shares equal to 50% of the shares of our common stock (or warrants if acquiring shares would result in Televisa being above the FCC Individual Cap or any contractual
 
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limitation in the Stockholders Agreement) being proposed to be transferred by the Investors in such Post-IPO Sale at the same price and terms being offered to the buyer, less, in the case of a registered public sale or block trade, any underwriting or placement fees payable by the Investors with respect to the portion of the shares that Televisa is not acquiring in connection with such Post-IPO Sale. Televisa will be eligible to acquire from the Investors in the Post-IPO Sale a number of shares of our common stock that, in the aggregate, will allow Televisa to acquire the same aggregate percentage ownership (approximately 39%) that Televisa would have been able to acquire if it exercised its existing preferential and participation rights under the PRRCA in connection with this offering.
We have agreed to cooperate with Televisa to the extent requested to exchange any Class A common stock and Class S common stock acquired by Televisa for Class T-1 common stock and Class T-2 common stock or warrants therefor.
Preferred Stock
Subject to certain approval rights of the Investors and Televisa provided for in the PIA and our amended and restated certificate of incorporation, our board of directors is authorized to provide for the issuance of preferred stock in one or more series and except in respect of the particulars fixed for a series by our board of directors as permitted by our amended and restated certificate of incorporation, all shares of preferred stock shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates of the preferred stock from which dividends thereon shall be cumulative. Our board of directors may fix the preferences, powers and relative, participating, optional or other special rights and qualifications, limitations or restrictions of the preferred stock, including the dividend rate, conversion rights, voting rights, redemption rights and liquidation preference and fix the number of shares to be included in any such series without any further vote or action by our stockholders. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. In addition, any such shares of preferred stock may have class or series voting rights. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock.
Registration Rights
The PRRCA provides the stockholders party thereto with specified (i) demand registration rights, which require us to effect the registration of the offer and sale of shares of common stock held by the Investors and Televisa, (ii) shelf registration rights, which require us to amend or supplement a shelf-registration statement, if in effect, to register the offer and sale of shares of common stock held by any such stockholder(s) pursuant to the shelf registration statement and (iii) piggyback registration rights, which require us to include shares of common stock held by such stockholders in a registration statement filed by us on our or another stockholder’s behalf. We are required to pay all registration expenses, other than underwriting discounts and commission and transfer taxes, in connection with any registration of shares by the Investors, Televisa and the other stockholder parties to the PRRCA. In addition, we have agreed to indemnify the Investors, Televisa and the other stockholder parties to the PRRCA against specified liabilities in connection to registrations made pursuant to the above-mentioned registration rights.
Sale Coordination
The PRRCA requires the stockholder parties to the PRRCA to transfer their shares pursuant to Rule 144 under the Securities Act (“Rule 144”), in a block sale to a financial institution or in a private transfer in accordance with the Stockholders Agreement, provided that the selling stockholders may be required to make reasonable efforts to coordinate their sales as determined by the coordination committee established in accordance with the PRRCA. The coordination committee is comprised of one designee from each of the Investors and Televisa. In addition, the selling stockholders must comply with the PRRCA’s volume limitations
 
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in connection with such sales other than certain private transfers. If the coordination committee requires coordination, the selling stockholders may only sell the number of our shares that the stockholder would have been permitted to transfer under Rule 144 as part of a group that includes the parties to the PRRCA. If the coordination committee does not require coordination, the selling stockholders may sell in a given calendar year, the lesser of (i) 2% of our total capital stock outstanding and (ii) 20% of our total capital stock owned by the selling stockholder, in each case, as calculated on the first day of such calendar year. The PRRCA’s coordination requirements and volume limitations expire five years from the consummation of this offering, provided that the coordination committee can exclude the stockholder parties to the PRCCA from the coordination requirements and volume limitations at any time.
Section 203 of the DGCL
Our amended and restated certificate of incorporation provides that the provisions of Section 203 of the DGCL, which relate to business combinations with interested stockholders, do not apply to us. Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder (a stockholder who owns more than 15% of our common stock) for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction that resulted in such stockholder becoming an interested stockholder. These provisions would apply even if the business combination could be considered beneficial by some stockholders. Although we have elected to opt out of the statute’s provisions, we could elect to be subject to Section 203 in the future.
Corporate Opportunities
Our amended and restated certificate of incorporation provides that our directors, officers and stockholders (except for such persons who are also our employees) do not have any obligation to offer us an opportunity to participate in business opportunities presented to such directors, officers and stockholders even if the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses), and that, to the extent permitted by law, such directors, officers and stockholders will not be liable to us or our stockholders for breach of any duty by reason of any such activities.
Pursuant to our amended and restated services agreement with SCG, Saban Capital Group and our chairman must inform us of certain business opportunities in the Hispanic market that are presented to them, and offer us the option to participate in such opportunities. Specifically, Saban Capital Group and the Chairman of our board of directors must inform us of any business opportunities that either (i) presently generates at least 50% of its revenue from the Hispanic market in the U.S., or (ii) is projected to or reasonably expected to generate at least 50% of its revenues from the Hispanic market in the United States in the current fiscal year or in the next five succeeding years. Saban Capital Group’s and our chairman’s obligations continue for the term of the amended and restated services agreement and for one year thereafter.
Listing
We intend to apply to have our common stock listed on the NYSE under the symbol “UVN.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is             .
 
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 SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our Class A common stock. Future sales of our Class A common stock in the public market, or the perception that sales may occur, could materially adversely affect the prevailing market price of our Class A common stock at such time and our ability to raise equity capital in the future.
Sale of Restricted Securities
Upon consummation of this offering, we will have              shares of our Class A common stock outstanding (or             shares, if the underwriters exercise their option to purchase additional shares in full). Of these shares, all shares sold in this offering will be freely tradable without further restriction or registration under the Securities Act, except that any shares purchased by our affiliates may generally only be sold in compliance with Rule 144, which is described below. Of the remaining outstanding shares,             shares will be deemed “restricted securities” under the Securities Act.
Lock-Up Arrangements and Registration Rights
In connection with this offering, we, each of our directors, executive officers and the selling stockholders, as well as certain other stockholders, will enter into lock-up agreements described under “Underwriting” that restrict the sale of our securities for up to 180 days after the date of this prospectus, subject to certain exceptions or an extension in certain circumstances.
In addition, following the expiration of the lock-up period, certain stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our Class A common stock under federal securities laws. See “Certain Relationships and Related Person Transactions—Stockholders Agreement.” If these stockholders exercise this right, our other existing stockholders may require us to register their registrable securities.
Following the lock-up periods described above, all of the shares of our Class A common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144 under the Securities Act.
Rule 144
The shares of our Class A common stock sold in this offering will generally be freely transferable without restriction or further registration under the Securities Act, except that any shares of our Class A common stock held by an “affiliate” of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or otherwise. Rule 144 permits our Class A common stock that has been acquired by a person who is an affiliate of ours, or has been an affiliate of ours within the past three months, to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:
 
 	•	 	one percent of the total number of shares of our Class A common stock outstanding; or	
 
 	•	 	the average weekly reported trading volume of our Class A common stock for the four calendar weeks prior to the sale.	
Such sales are also subject to specific manner of sale provisions, a six-month holding period requirement, notice requirements and the availability of current public information about us.
Approximately             shares of our Class A common stock that are not subject to lock-up arrangements described above will be eligible for sale under Rule 144 immediately upon the closing.
 
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Rule 144 also provides that a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has for at least six months beneficially owned shares of our Class A common stock that are restricted securities, will be entitled to freely sell such shares of our Class A common stock subject only to the availability of current public information regarding us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned for at least one year shares of our Class A common stock that are restricted securities, will be entitled to freely sell such shares of our Class A common stock under Rule 144 without regard to the current public information requirements of Rule 144.
Additional Registration Statements
We intend to file a registration statement on Form S-8 under the Securities Act to register             shares of our Class A common stock to be issued or reserved for issuance under our equity incentive plans. Such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly, shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.
 
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 MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
The following is a discussion of the material U.S. federal income and estate tax consequences of the purchase, ownership and disposition of our Class A common stock that may be relevant to you if you are a non-U.S. Holder (as defined below), and is based upon the Code, the Treasury Department regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion is limited to non-U.S. Holders who hold shares of our Class A common stock as capital assets within the meaning of Section 1221 of the Code. Moreover, this discussion does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor does it discuss special tax provisions, which may apply to you if you are subject to special treatment under U.S. federal income tax laws, such as for certain financial institutions or financial services entities, insurance companies, tax-exempt entities, dealers in securities or currencies, traders in securities that elect to apply a mark-to-market method of tax accounting, entities that are treated as partnerships for U.S. federal income tax purposes (and investors in such entities), “controlled foreign corporations,” “passive foreign investment companies,” former U.S. citizens or long-term residents, persons deemed to sell Class A common stock under the constructive sale provisions of the Code, and persons that hold Class A common stock as part of a straddle, hedge, conversion transaction, or other integrated investment or Class A common stock received as compensation. In addition, this discussion does not address the Medicare tax on certain investment income, any state, local or foreign tax laws or any U.S. federal tax law other than U.S. federal income and estate tax law (such as gift tax laws). We have not sought and will not seek any rulings from the Internal Revenue Service regarding the matters discussed below. There can be no assurance that the Internal Revenue Service will not take positions concerning the purchase, ownership and disposition of our Class A common stock that are different from that discussed below.
As used in this discussion, the term “non-U.S. Holder” means a beneficial owner of our Class A common stock that is not, for U.S. federal income tax purposes:
 
 	•	 	an individual who is a citizen or resident of the U.S.;	
 
 	•	 	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;	
 
 	•	 	an estate the income of which is subject to U.S. federal income taxation regardless of its source;	
 
 	•	 	a trust if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Department regulations to be treated as a domestic trust for U.S. federal income tax purposes; or	
 
 	•	 	an entity or arrangement treated as a partnership for U.S. federal income tax purposes.	
If you are an individual, you may be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the U.S. (1) for at least 183 days during the calendar year or (2) for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For purposes of (2), all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. You are also a resident alien if you are a lawful permanent resident of the U.S. (i.e., a “green card” holder). Resident aliens are subject to U.S. federal income tax as if they were U.S. citizens.
If any entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of our Class A common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. A holder that is a partnership, and the partners in such partnership, should consult their own tax advisors regarding the tax consequences of the purchase, ownership and disposition of our Class A common stock.
 
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EACH PROSPECTIVE PURCHASER OF OUR CLASS A COMMON STOCK IS ADVISED TO CONSULT A TAX ADVISOR WITH RESPECT TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY U.S. STATE, MUNICIPALITY OR OTHER TAXING JURISDICTION, IN LIGHT OF THE PROSPECTIVE PURCHASER’S PARTICULAR CIRCUMSTANCES.
U.S. Trade or Business Income
For purposes of the discussion below, dividends and gains on the sale, exchange or other disposition of our Class A common stock will be considered to be “U.S. trade or business income” if such income or gain is:
 
 	•	 	effectively connected with the non-U.S. Holder’s conduct of a U.S. trade or business; and	
 
 	•	 	in the case where an income tax treaty requires, attributable to a permanent establishment (or, in the case of an individual, a fixed base) maintained by the non-U.S. Holder in the U.S. within the meaning of such treaty.	
Generally, U.S. trade or business income is subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates. Any U.S. trade or business income received by a non-U.S. Holder that is a corporation also may, under specific circumstances, be subject to an additional “branch profits tax” at a 30% rate (or a lower rate that may be specified by an applicable income tax treaty).
Distributions on Class A Common Stock
We do not anticipate making any distributions on our Class A common stock. See “Dividend Policy.” If distributions (other than certain stock distributions) are paid on shares of our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, such excess will constitute a return of capital that reduces, but not below zero, a non-U.S. Holder’s tax basis in our Class A common stock. Any remainder will constitute gain from the sale or exchange of our Class A common stock (as described in “—Dispositions of Class A Common Stock” below). If dividends are paid, as a non-U.S. Holder, you will be subject to withholding of U.S. federal income tax at a 30% rate, or a lower rate as may be specified by an applicable income tax treaty (unless the dividends are considered U.S. trade or business income as described below). To claim the benefit of a lower rate under an income tax treaty, you must properly file with the payor an Internal Revenue Service Form W-8BEN, W-8BEN-E or other applicable form, claiming an exemption from or reduction in withholding tax under the applicable income tax treaty. Such form must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically.
If dividends are considered U.S. trade or business income, those dividends will be subject to U.S. federal income tax on a net basis at applicable graduated individual or corporate rates and potential branch profits tax (as described in “—U.S. Trade or Business Income” above) but will not be subject to withholding tax, provided a properly executed Internal Revenue Service Form W-8ECI, or other applicable form, is filed with the payor. Such form must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically.
You must comply with the certification procedures described above, or, in the case of payments made outside the U.S. with respect to an offshore account, certain documentary evidence procedures, directly or, under certain circumstances, through an intermediary, to obtain the benefits of a reduced withholding rate under an income tax treaty with respect to dividends paid on your Class A common stock. In addition, if you are required to provide an Internal Revenue Service Form W-8BEN, W-8BEN-E or other applicable form to claim income tax treaty benefits or Internal Revenue Service Form W-8ECI or other applicable form, both as discussed above, you may also be required to provide your U.S. taxpayer identification number.
 
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If you are eligible for a reduced rate of U.S. federal withholding tax with respect to a distribution on our Class A common stock, you may obtain a refund from the Internal Revenue Service of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service.
Dispositions of Class A Common Stock
Subject to the discussion below under “—Information Reporting and Backup Withholding Tax” and “—Other Withholding Requirements,” as a non-U.S. Holder, you generally will not be subject to U.S. federal income or withholding tax on any gain recognized on a sale or other disposition of Class A common stock unless:
 
 	•	 	the gain is U.S. trade or business income;	
 
 	•	 	you are an individual who is present in the U.S. for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met; or	
 
 	•	 	we are, or have been, a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition of our Class A common stock and the non-U.S. Holder’s holding period for our Class A common stock.	
If you are a non-U.S. Holder described in the first bullet above, you generally will be subject to tax as described in “—U.S. Trade or Business Income.” If you are a non-U.S. Holder described in the second bullet point above, you generally will be subject to a flat tax at a 30% rate (or lower applicable income tax treaty rate) on the gain, which may be offset by certain U.S. source capital losses.
Generally, a corporation is a USRPHC if the fair market value of its “United States real property interests” equals 50% or more of the sum of the fair market value of (a) its worldwide property interests and (b) its other assets used or held for use in a trade or business. We believe that we are not currently, and do not anticipate becoming, a USRPHC for U.S. federal income tax purposes. However, no assurance can be given that we will not become a USRPHC.
The tax relating to the disposition of stock in a USRPHC does not apply to a non-U.S. Holder whose holdings, actual and constructive, amount to 5% or less of our Class A common stock at all times during the applicable period, provided that our Class A common stock is regularly traded on an established securities market for U.S. federal income tax purposes.
No assurance can be given that we will not be a USRPHC or that our Class A common stock will be considered regularly traded on an established securities market when a non-U.S. Holder disposes of shares of our Class A common stock. Non-U.S. Holders are urged to consult with their tax advisors to determine the application of these rules to their disposition of our Class A common stock.
Federal Estate Tax
Individuals who are not citizens or residents of the U.S. (as defined for U.S. federal estate tax purposes), or an entity the property of which is includable in an individual’s gross estate for U.S. federal estate tax purposes, should note that Class A common stock held at the time of such individual’s death will be included in such individual’s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.
Information Reporting and Backup Withholding Tax
We must report annually to the Internal Revenue Service and to you the amount of dividends paid to you and the tax withheld with respect to those dividends, regardless of whether withholding was required. Copies of the information returns reporting those dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty or other applicable agreements.
 
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Backup withholding is generally imposed (currently at a 28% rate) on certain payments to persons that fail to furnish the necessary identifying information to the payor. You generally will be subject to backup withholding tax with respect to dividends paid on your Class A common stock unless you certify to the payor your non-U.S. status. Dividends subject to withholding of U.S. federal income tax as described above in “—Distributions on Class A Common Stock” would not be subject to backup withholding.
The payment of proceeds of a sale of Class A common stock effected by or through a U.S. office of a broker is subject to both backup withholding and information reporting unless you provide the payor with your name and address and you certify your non-U.S. status or you otherwise establish an exemption. In general, backup withholding and information reporting will not apply to the payment of the proceeds of a sale of Class A common stock by or through a foreign office of a broker. If, however, such broker is, for U.S. federal income tax purposes, a U.S. person or has certain enumerated relationships with the U.S., backup withholding will not apply but such payments will be subject to information reporting, unless such broker has documentary evidence in its records that you are a non-U.S. Holder and certain other conditions are met or you otherwise establish an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished in a timely manner to the Internal Revenue Service.
Other Withholding Requirements
Under an information reporting regime commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, a 30% U.S. federal withholding tax generally will be imposed on dividends paid by U.S. issuers, and on the gross proceeds from the disposition of stock of U.S. issuers, paid to or through a “foreign financial institution” (as specially defined under these rules; whether or not such foreign financial institution is the beneficial owner with respect to the payments), unless such institution (i) enters into an agreement with the U.S. Treasury Department to collect and provide to the U.S. Treasury Department substantial information regarding U.S. account holders, including certain account holders that are foreign entities with U.S. owners, with such institution or (ii) is deemed compliant with, or otherwise exempt from, FATCA. In certain circumstances, the information may be provided to local tax authorities pursuant to intergovernmental agreements between the U.S. and a foreign country. FATCA also generally imposes a U.S. federal withholding tax of 30% on the same types of payments to or through a non-financial foreign entity (whether or not such foreign entity is the beneficial owner with respect to the payments) unless such entity (i) provides the withholding agent with a certification that it does not have any substantial U.S. owners (as defined under these rules) or a certification identifying the direct and indirect substantial U.S. owners of the entity or (ii) is deemed compliant with, or otherwise exempt from, FATCA. FATCA would apply to any dividends paid on our Class A common stock, and to the gross proceeds from the sale or other disposition of our Class A common stock after December 31, 2018. Under certain circumstances, a holder may be eligible for refunds or credits of such taxes. Intergovernmental agreements and laws adopted thereunder may modify or supplement the rules under FATCA. You should consult your tax advisor regarding the possible implications of FATCA on your investment in our Class A common stock.
 
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 UNDERWRITING
Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:

Name	  	Number of Shares	
Morgan Stanley & Co. LLC	  		
Goldman, Sachs & Co.	  		
Deutsche Bank Securities Inc.	  		
Allen & Company LLC	  		
Barclays Capital Inc.	  		
Citigroup Global Markets Inc.	  		
Credit Suisse Securities (USA) LLC	  		
Guggenheim Securities, LLC	  		
J.P. Morgan Securities LLC	  		
Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated	  		
Wells Fargo Securities, LLC	  		
Natixis Securities Americas LLC	  		
Cabrera Capital Markets, LLC	  		
Guzman & Company	  		
Lebenthal & Co., LLC	  		
Loop Capital Markets LLC	  		
Samuel A. Ramirez & Company, Inc.	  		
The Williams Capital Group, L.P.	  		
	  	 	
Total:	  		
	  	 	
The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares described below.
The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.
We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                 additional shares of Class A common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.
 
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The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional             shares of Class A common stock.

 	  	Per Share	 	  	Total	 	
 	  			  	No Exercise	 	  	Full Exercise	 	
Public offering price	  	$	            	  	  	$	            	  	  	$	            	  	
Underwriting discounts	  	$	 	  	  	$	 	  	  	$	 	  	
Proceeds, before expenses, to the Company	  	$	 	  	  	$	 	  	  	$	 	  	
The estimated offering expenses payable by us, exclusive of the underwriting discounts, are approximately $        . We have agreed to reimburse the underwriters for expense relating to clearance of this offering with the Financial Industry Regulatory Authority up to $        .
The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.
We intend to apply to list our Class A common stock for listing on the NYSE under the trading symbol “UVN.”
We and all directors and officers and the holders of all of our outstanding stock and stock options have agreed that, without the prior written consent of                      on behalf of the underwriters, we and they will not, subject to certain limited exceptions, during the period ending 180 days after the date of this prospectus (the “restricted period”):
 
 	•	 	offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock;	
 
 	•	 	file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or	
 
 	•	 	enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A common stock.	
whether any such transaction described above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise. In addition, we and each such person agree that, without the prior written consent of the representatives on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of Class A common stock or any security convertible into or exercisable or exchangeable for Class A common stock.
The restricted period described in the preceding paragraph will be extended if:
 
 	•	 	during the last 17 days of the restricted period we issue an earnings release or material news event relating to us occurs, or	
 
 	•	 	prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted period or provide notification to of any earnings release or material news or material event that may give rise to an extension of the initial restricted period,	
in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
 
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The representatives, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.
In order to facilitate the offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option to purchase additional shares. The underwriters can close out a covered short sale by exercising the option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.
We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. From time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. Specifically, Deutsche Bank Securities Inc. or its affiliates acted as arrangers and an affiliate of Deutsche Bank AG New York Branch serves as administrative agent and first-lien collateral agent under our senior secured credit facilities. In addition, affiliates of Morgan Stanley & Co. LLC, Goldman Sachs & Co. and Deutsche Bank Securities, Inc. or their respective affiliates serve as lenders under our senior secured credit facilities. See “Description of Certain Indebtedness—Senior Secured Credit Facilities.” To the extent a portion of the net proceeds of this offering are used to repay borrowings under our senior secured credit facilities, affiliates of the underwriters will receive their pro rata portion of such net proceeds. See “Use of Proceeds” and “Capitalization.” In addition, Morgan Stanley & Co. LLC and Deutsche Bank Securities, Inc. or their respective affiliates acted as initial purchasers of certain of our outstanding notes, for which they received customary discounts and commissions. See “Description of Certain Indebtedness.”
 
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In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments, including serving as counterparts to certain derivative or hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
Pricing of the Offering
Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price was determined by negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in in determining the initial public offering are: the valuation multiples of publicly traded companies that the representatives believe to be comparable to us, our financial information, the history of, and the prospects for, our company and the industry in which we compete, an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues, the present state of our development, the general condition of the securities markets at the time of this offering and the foregoing factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.
Selling Restrictions
Canada
The Class A common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Class A common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares of our Class A common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our Class A common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
 
(a)	to any legal entity which is a qualified investor as defined in the Prospectus Directive;	
 
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(b)	to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or	
 
(c)	in any other circumstances falling within Article 3(2) of the Prospectus Directive,	
provided that no such offer of shares of our Class A common stock shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our Class A common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our Class A common stock to be offered so as to enable an investor to decide to purchase any shares of our Class A common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom
Each underwriter has represented and agreed that:
 
(a)	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the shares of our Class A common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and	
 
(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our Class A common stock in, from or otherwise involving the United Kingdom.	
Hong Kong
The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the
 
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shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
 
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 LEGAL MATTERS
Weil, Gotshal & Manges LLP, New York, New York, has passed upon the validity of the Class A common stock offered hereby on behalf of us. Certain legal matters will be passed upon on behalf of the underwriters by Cahill Gordon & Reindel LLP .
 EXPERTS
The consolidated financial statements of Univision Holdings, Inc. and subsidiaries as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of El Rey Holdings LLC as of December 31, 2014 and 2013, and for the year ended December 31, 2014 and the period from May 8, 2013 (inception) through December 31, 2013 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 with the SEC for the stock we are offering by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file annual, quarterly and current reports, proxy statements and other information with the SEC.
You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section at the SEC at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
You may obtain a copy of any of our filings, at no cost, by writing or telephoning us at:
Univision Holdings, Inc.
605 Third Avenue, 33rd Floor
New York, NY 10158
(212) 455-5200
Attn: Corporate Secretary
 
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 INDEX TO FINANCIAL STATEMENTS

 	  	Page	 	
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF UNIVISION HOLDINGS, INC.:	  				
Management’s Report on Internal Control Over Financial Reporting	  	 	F-2	  	
Report of Independent Registered Public Accounting Firm	  	 	F-3	  	
Report of Independent Registered Public Accounting Firm	  	 	F-4	  	
Consolidated Balance Sheets at December 31, 2014 and 2013	  	 	F-5	  	
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012	  	 	F-6	  	
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2014, 2013 and 2012	  	 	F-7	  	
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December  31, 2014, 2013 and 2012	  	 	F-8	  	
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	  	 	F-9	  	
Notes to Consolidated Financial Statements	  	 	F-10	  	
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF UNIVISION HOLDINGS, INC.:	  				
Consolidated Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014	  	 	F-69	  	
Consolidated Statements of Operations for the nine months ended September 30, 2015 and 2014 (unaudited)	  	 	F-70	  	
Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2015 and 2014 (unaudited)	  	 	F-71	  	
Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2015 and 2014 (unaudited)	  	 	F-72	  	
Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)	  	 	F-73	  	
Notes to Unaudited Consolidated Financial Statements	  	 	F-74	  	
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF EL REY HOLDINGS LLC:	  				
Report of Independent Auditors	  	 	F-103	  	
Consolidated Balance Sheets at December 31, 2014 and 2013	  	 	F-104	  	
Consolidated Statements of Operations for the year ended December 31, 2014 and for the period May  8, 2013 (Inception) through December 31, 2013	  	 	F-105	  	
Consolidated Statements of Changes in Members’ Deficit for the year ended December  31, 2014 and for the period May 8, 2013 (Inception) through December 31, 2013	  	 	F-106	  	
Consolidated Statements of Cash Flows for the year ended December 31, 2014 and for the period May  8, 2013 (Inception) through December 31, 2013	  	 	F-107	  	
Notes to Consolidated Financial Statements	  	 	F-108	  	
 
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 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
As of the end of our 2014 fiscal year, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations for the Treadway Commission (1992 framework). Based on our evaluation under that framework, management concluded our internal control over financial reporting as of December 31, 2014 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.
The consolidated financial statements included in this Registration Statement on Form S-1 have been audited by our independent registered public accounting firm, Ernst & Young LLP, in accordance with auditing standards generally accepted in the United States and, accordingly, they have expressed their professional opinion on the financial statements in their report included herein. The attestation report issued by Ernst & Young LLP on our internal control over financial reporting is also included herein.
Because of their inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Therefore, even those systems, controls and procedures determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.
 
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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders of
Univision Holdings, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of Univision Holdings, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Univision Holdings, Inc. and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), Univision Holdings, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated July 1, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
New York, NY
July 1, 2015
 
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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders of
Univision Holdings, Inc. and subsidiaries
We have audited Univision Holdings, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Univision Holdings, Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention, or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Univision Holdings, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Univision Holdings, Inc. and subsidiaries as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2014 and our report dated July 1, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
New York, NY
July 1, 2015
 
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 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)

 	  	December 31,
2014	 	 	December 31,
2013	 	
ASSETS	  				 				
Current assets:	  				 				
Cash and cash equivalents	  	$	56,800	  	 	$	43,900	  	
Accounts receivable, less allowance for doubtful accounts of $5,600 in 2014 and $6,100 in 2013	  	 	641,000	  	 	 	638,300	  	
Program rights and prepayments	  	 	103,200	  	 	 	143,400	  	
Deferred tax assets	  	 	134,200	  	 	 	94,200	  	
Prepaid expenses and other	  	 	41,500	  	 	 	52,400	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	976,700	  	 	 	972,200	  	
Property and equipment, net	  	 	810,500	  	 	 	812,700	  	
Intangible assets, net	  	 	3,592,500	  	 	 	3,795,000	  	
Goodwill	  	 	4,591,800	  	 	 	4,591,800	  	
Deferred financing costs	  	 	74,400	  	 	 	91,000	  	
Program rights and prepayments	  	 	95,600	  	 	 	59,500	  	
Investments	  	 	78,300	  	 	 	88,500	  	
Restricted cash	  	 	92,700	  	 	 	92,700	  	
Other assets	  	 	73,800	  	 	 	81,300	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	10,386,300	  	 	$	10,584,700	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ DEFICIT	  				 				
Current liabilities:	  				 				
Accounts payable and accrued liabilities	  	$	233,100	  	 	$	241,800	  	
Deferred revenue	  	 	80,800	  	 	 	76,000	  	
Accrued interest	  	 	55,800	  	 	 	58,200	  	
Accrued license fees	  	 	39,400	  	 	 	38,800	  	
Program rights obligations	  	 	19,400	  	 	 	22,800	  	
Current portion of long-term debt and capital lease obligations	  	 	151,400	  	 	 	214,000	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	579,900	  	 	 	651,600	  	
Long-term debt and capital lease obligations	  	 	10,320,500	  	 	 	10,491,100	  	
Deferred tax liabilities	  	 	567,400	  	 	 	594,700	  	
Deferred revenue	  	 	570,200	  	 	 	635,700	  	
Other long-term liabilities	  	 	136,000	  	 	 	131,400	  	
	  	 	 	 	 	 	 	 	
Total liabilities	  	 	12,174,000	  	 	 	12,504,500	  	
	  	 	 	 	 	 	 	 	
Stockholders’ deficit:	  				 				
Class A Common Stock, par value $.001 per share, 50,000,000 authorized, 6,481,609 issued at December 31, 2014 and 6,228,600 issued at December 31, 2013	  	 	—	  	 	 	—	  	
Class B Common Stock, par value $.001 per share, 50,000,000 authorized, 3,477,917 issued at December 31, 2014 and December 31, 2013	  	 	—	  	 	 	—	  	
Class C Common Stock, par value $.001 per share, 10,000,000 authorized, 842,850 issued at December 31, 2014 and December 31, 2013	  	 	—	  	 	 	—	  	
Class D Common Stock, par value $.001 per share, 10,000,000 authorized, none issued at December 31, 2014 and December 31, 2013	  	 	—	  	 	 	—	  	
Preferred Shares, par value $.001 per share, 500,000 authorized, none issued at December 31, 2014 and December 31, 2013	  	 	—	  	 	 	—	  	
Additional paid-in-capital	  	 	4,299,700	  	 	 	4,166,500	  	
Accumulated deficit	  	 	(6,052,400	) 	 	 	(6,054,300	) 	
Accumulated other comprehensive loss	  	 	(35,300	) 	 	 	(33,300	) 	
	  	 	 	 	 	 	 	 	
Total Univision Holdings, Inc. stockholders’ deficit	  	 	(1,788,000	) 	 	 	(1,921,100	) 	
Non-controlling interest	  	 	300	  	 	 	1,300	  	
	  	 	 	 	 	 	 	 	
Total stockholders’ deficit	  	 	(1,787,700	) 	 	 	(1,919,800	) 	
	  	 	 	 	 	 	 	 	
Total liabilities and stockholders’ deficit	  	$	10,386,300	  	 	$	10,584,700	  	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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Table of Contents
 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
(In thousands, except per share data)

 	  	2014	 	 	2013	 	 	2012	 	
Revenue	  	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	
Direct operating expenses	  	 	1,013,100	  	 	 	872,200	  	 	 	797,900	  	
Selling, general and administrative expenses	  	 	718,800	  	 	 	712,600	  	 	 	750,400	  	
Impairment loss	  	 	340,500	  	 	 	439,400	  	 	 	90,400	  	
Restructuring, severance and related charges	  	 	41,200	  	 	 	29,400	  	 	 	44,200	  	
Depreciation and amortization	  	 	163,800	  	 	 	145,900	  	 	 	130,300	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Operating income	  	 	634,000	  	 	 	427,900	  	 	 	628,800	  	
Other expense (income):	  				 				 				
Interest expense	  	 	587,200	  	 	 	618,200	  	 	 	573,200	  	
Interest income	  	 	(6,000	) 	 	 	(3,500	) 	 	 	(200	) 	
Interest rate swap income	  	 	(500	) 	 	 	(3,800	) 	 	 	—	  	
Amortization of deferred financing costs	  	 	15,500	  	 	 	14,100	  	 	 	8,300	  	
Loss on extinguishment of debt	  	 	17,200	  	 	 	10,000	  	 	 	2,600	  	
Loss on equity method investments	  	 	85,200	  	 	 	36,200	  	 	 	900	  	
Other	  	 	600	  	 	 	3,100	  	 	 	(500	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	  	 	(65,200	) 	 	 	(246,400	) 	 	 	44,500	  	
(Benefit) provision for income taxes	  	 	(66,100	) 	 	 	(462,400	) 	 	 	58,900	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	 	900	  	 	 	216,000	  	 	 	(14,400	) 	
Net loss attributable to non-controlling interest	  	 	(1,000	) 	 	 	(200	) 	 	 	—	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to Univision Holdings, Inc.	  	$	1,900	  	 	$	216,200	  	 	$	(14,400	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) per share attributable to Univision Holdings, Inc.	  				 				 				
Basic	  	$	0.18	  	 	$	20.49	  	 	$	(1.36	) 	
Diluted	  	$	0.17	  	 	$	14.60	  	 	$	(1.36	) 	
Weighted average shares outstanding	  				 				 				
Basic	  	 	10,791	  	 	 	10,549	  	 	 	10,552	  	
Diluted	  	 	10,910	  	 	 	15,442	  	 	 	10,552	  	
See Notes to Consolidated Financial Statements.
 
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Table of Contents
 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
For the Years Ended December 31,
(In thousands)

 	  	2014	 	 	2013	 	 	2012	 	
Net income (loss)	  	$	900	  	 	$	216,000	  	 	$	(14,400	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive (loss) income, net of tax:	  				 				 				
Unrealized (loss) gain on hedging activities	  	 	(37,400	) 	 	 	43,800	  	 	 	(15,000	) 	
Amortization of unrealized loss on hedging activities	  	 	11,800	  	 	 	19,600	  	 	 	—	  	
Unrealized gain on available for sale securities	  	 	24,300	  	 	 	12,200	  	 	 	—	  	
Currency translation adjustment	  	 	(700	) 	 	 	200	  	 	 	(100	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive (loss) income	  	 	(2,000	) 	 	 	75,800	  	 	 	(15,100	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive (loss) income	  	 	(1,100	) 	 	 	291,800	  	 	 	(29,500	) 	
Comprehensive loss attributable to the non-controlling interest	  	 	(1,000	) 	 	 	(200	) 	 	 	—	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive (loss) income attributable to Univision Holdings, Inc.	  	$	(100	) 	 	$	292,000	  	 	$	(29,500	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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Table of Contents
 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIT
For the Years Ended December 31, 2012, 2013 and 2014
(In thousands)

 	 	Univision Holdings, Inc. Stockholders’ Deficit	 	 	Non-
controlling
Interest	 	 	Total
Equity	 	
	 	Common
Stock	 	 	Additional
Paid-in-Capital	 	 	Accumulated
Deficit	 	 	Accumulated
Other
Comprehensive
Loss	 	 	Total	 	 			 			
Balance, January 1, 2012	 	$	—	  	 	$	4,133,400	  	 	$	(6,256,100	) 	 	$	(94,000	) 	 	$	(2,216,700	) 	 	$	—	  	 	$	(2,216,700	) 	
Net loss	 	 	—	  	 	 	—	  	 	 	(14,400	) 	 	 	—	  	 	 	(14,400	) 	 	 	—	  	 	 	(14,400	) 	
Other comprehensive loss	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(15,100	) 	 	 	(15,100	) 	 	 	—	  	 	 	(15,100	) 	
Purchase of treasury shares	 	 	—	  	 	 	(400	) 	 	 	—	  	 	 	—	  	 	 	(400	) 	 	 	—	  	 	 	(400	) 	
Share-based compensation	 	 	—	  	 	 	25,700	  	 	 	—	  	 	 	—	  	 	 	25,700	  	 	 	—	  	 	 	25,700	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2012	 	$	—	  	 	$	4,158,700	  	 	$	(6,270,500	) 	 	$	(109,100	) 	 	$	(2,220,900	) 	 	$	—	  	 	$	(2,220,900	) 	
Net income (loss)	 	 	—	  	 	 	—	  	 	 	216,200	  	 	 	—	  	 	 	216,200	  	 	 	(200	) 	 	 	216,000	  	
Other comprehensive income	 	 	—	  	 	 	—	  	 	 	—	  	 	 	75,800	  	 	 	75,800	  	 	 	—	  	 	 	75,800	  	
Share-based compensation	 	 	—	  	 	 	7,800	  	 	 	—	  	 	 	—	  	 	 	7,800	  	 	 	—	  	 	 	7,800	  	
Capital contribution of non-controlling interest	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	1,500	  	 	 	1,500	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2013	 	$	—	  	 	$	4,166,500	  	 	$	(6,054,300	) 	 	$	(33,300	) 	 	$	(1,921,100	) 	 	$	1,300	  	 	$	(1,919,800	) 	
Net income (loss)	 	 	—	  	 	 	—	  	 	 	1,900	  	 	 	—	  	 	 	1,900	  	 	 	(1,000	) 	 	 	900	  	
Other comprehensive loss	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(2,000	) 	 	 	(2,000	) 	 	 	—	  	 	 	(2,000	) 	
Proceeds from issuance of equity	 	 	—	  	 	 	124,300	  	 	 	—	  	 	 	—	  	 	 	124,300	  	 	 	—	  	 	 	124,300	  	
Purchase of treasury shares	 	 	—	  	 	 	(400	) 	 	 	—	  	 	 	—	  	 	 	(400	) 	 	 	—	  	 	 	(400	) 	
Share-based compensation	 	 	—	  	 	 	9,300	  	 	 	—	  	 	 	—	  	 	 	9,300	  	 	 	—	  	 	 	9,300	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2014	 	$	—	  	 	$	4,299,700	  	 	$	(6,052,400	) 	 	$	(35,300	) 	 	$	(1,788,000	) 	 	$	300	  	 	$	(1,787,700	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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Table of Contents
 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(In thousands)

 	  	2014	 	 	2013	 	 	2012	 	
Cash flows from operating activities:	  				 				 				
Net income (loss)	  	$	900	  	 	$	216,000	  	 	$	(14,400	) 	
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	  				 				 				
Depreciation	  	 	105,500	  	 	 	87,600	  	 	 	75,300	  	
Amortization of intangible assets	  	 	58,300	  	 	 	58,300	  	 	 	55,000	  	
Amortization of deferred financing costs	  	 	15,500	  	 	 	14,100	  	 	 	8,300	  	
Deferred income taxes	  	 	(72,500	) 	 	 	(469,800	) 	 	 	52,600	  	
Non-cash deferred advertising revenue	  	 	(60,000	) 	 	 	(60,100	) 	 	 	(60,300	) 	
Non-cash PIK interest income	  	 	(5,900	) 	 	 	(3,400	) 	 	 	—	  	
Non-cash interest rate swap activity	  	 	6,800	  	 	 	(300	) 	 	 	—	  	
Loss on equity method investments	  	 	85,200	  	 	 	36,200	  	 	 	900	  	
Impairment loss	  	 	341,800	  	 	 	442,600	  	 	 	90,400	  	
Loss on extinguishment of debt	  	 	400	  	 	 	2,400	  	 	 	2,600	  	
Share-based compensation	  	 	14,900	  	 	 	7,800	  	 	 	25,700	  	
Other non-cash items	  	 	1,900	  	 	 	(200	) 	 	 	2,500	  	
Changes in assets and liabilities:	  				 				 				
Accounts receivable, net	  	 	(4,100	) 	 	 	(87,000	) 	 	 	(40,800	) 	
Program rights and prepayments	  	 	(186,600	) 	 	 	(171,700	) 	 	 	(85,800	) 	
Prepaid expenses and other	  	 	9,500	  	 	 	(15,500	) 	 	 	5,700	  	
Accounts payable and accrued liabilities	  	 	3,100	  	 	 	32,200	  	 	 	24,000	  	
Accrued interest	  	 	(2,400	) 	 	 	500	  	 	 	32,200	  	
Accrued license fees	  	 	600	  	 	 	2,100	  	 	 	2,000	  	
Program rights obligations	  	 	(5,900	) 	 	 	(14,600	) 	 	 	34,400	  	
Deferred revenue	  	 	(700	) 	 	 	17,300	  	 	 	(24,500	) 	
Other long-term liabilities	  	 	(9,600	) 	 	 	3,100	  	 	 	6,500	  	
Other	  	 	(21,800	) 	 	 	(18,300	) 	 	 	(23,200	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	274,900	  	 	 	79,300	  	 	 	169,100	  	
Cash flows from investing activities:	  				 				 				
Proceeds from sale of music business	  	 	—	  	 	 	—	  	 	 	6,500	  	
Proceeds from sale of fixed assets and other	  	 	8,900	  	 	 	11,600	  	 	 	1,600	  	
Investments	  	 	(30,300	) 	 	 	(86,300	) 	 	 	(11,000	) 	
Acquisition of launch rights	  	 	—	  	 	 	(81,300	) 	 	 	—	  	
Capital expenditures	  	 	(133,400	) 	 	 	(179,200	) 	 	 	(99,500	) 	
Other, net	  	 	—	  	 	 	—	  	 	 	(100	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(154,800	) 	 	 	(335,200	) 	 	 	(102,500	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash flows from financing activities:	  				 				 				
Proceeds from issuance of long-term debt	  	 	3,376,700	  	 	 	3,033,000	  	 	 	1,837,800	  	
Proceeds from issuance of short-term debt	  	 	408,000	  	 	 	775,000	  	 	 	593,000	  	
Payments of refinancing fees	  	 	(500	) 	 	 	(49,600	) 	 	 	(30,600	) 	
Payments of long-term debt and capital leases	  	 	(3,546,800	) 	 	 	(2,616,700	) 	 	 	(1,826,000	) 	
Payments of short-term debt	  	 	(470,000	) 	 	 	(878,000	) 	 	 	(663,000	) 	
Purchase of treasury shares	  	 	(400	) 	 	 	—	  	 	 	(400	) 	
Proceeds from issuance of equity	  	 	124,300	  	 	 	—	  	 	 	—	  	
Non-controlling interest capital contribution	  	 	1,500	  	 	 	—	  	 	 	—	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net cash (used in) provided by financing activities	  	 	(107,200	) 	 	 	263,700	  	 	 	(89,200	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	  	 	12,900	  	 	 	7,800	  	 	 	(22,600	) 	
Cash and cash equivalents, beginning of period	  	 	43,900	  	 	 	36,100	  	 	 	58,700	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	  	$	56,800	  	 	$	43,900	  	 	$	36,100	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information:	  				 				 				
Interest paid	  	$	589,100	  	 	$	618,500	  	 	$	554,400	  	
Income taxes paid	  	$	4,700	  	 	$	8,500	  	 	$	3,800	  	
Capital lease obligations incurred to acquire assets	  	$	1,100	  	 	$	38,200	  	 	$	3,300	  	
See Notes to Consolidated Financial Statements.
 
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Table of Contents
 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
1. Summary of Significant Accounting Policies
Nature of operations —Univision Holdings, Inc. is a holding company and the ultimate parent of Univision Communications Inc. Univision Holdings, Inc. (formerly known as Broadcasting Media Partners, Inc.) owns Broadcast Media Partners Holdings, Inc. (“Broadcast Holdings”) which owns Univision Communications Inc. (together with its subsidiaries, collectively referred to herein as “UCI”). Univision Holdings, Inc., together with its subsidiaries are collectively referred to herein as the “Company” or “Univision.” The Company has no operations outside of UCI. The Company is controlled by Madison Dearborn Partners, LLC, Providence Equity Partners Inc., Saban Capital Group, Inc., TPG Capital, Thomas H. Lee Partners, L.P. (collectively, the “Original Sponsors”) and their respective affiliates and Grupo Televisa S.A.B. and its affiliates (“Televisa”). Univision is the leading media company serving Hispanic America and has operations in two segments: Media Networks and Radio.
The Company’s Media Networks segment includes Univision Network; UniMás (formerly Telefutura); nine cable networks, including Galavisión and Univision Deportes Network; and the Company’s owned and/or operated television stations. The Media Networks segment also includes digital properties consisting of online and mobile websites and applications including Univision.com and UVideos, a bilingual digital video network. The Radio segment includes the Company’s owned and operated radio stations; Uforia, a comprehensive digital music platform; and any audio-only elements of Univision.com. Additionally, the Company incurs and manages corporate expenses separate from the two segments which include general corporate overhead and unallocated, shared company expenses related to human resources, finance, legal and executive which are centrally managed and support the Company’s operating and financing activities. In addition, unallocated assets include deferred financing costs and fixed assets that are not allocated to the segments.
Principles of consolidation —The consolidated financial statements include the accounts and operations of the Company and its majority owned and controlled subsidiaries. The Company has consolidated the special purpose entities associated with its accounts receivable facility and the four limited liability corporations associated with the Company’s consulting arrangement with its chairman of the Board of Directors, as the Company has determined that they are variable interest entities for which the Company is the primary beneficiary. This determination was based on the fact that these special purpose entities lack sufficient equity to finance their activities without additional support from the Company and, additionally, that the Company retains the risks and rewards of their activities. The consolidation of these special purpose entities does not have a significant impact on the Company’s consolidated financial statements. All intercompany accounts and transactions have been eliminated.
The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. Accordingly, the Company’s share of the earnings and losses of these companies is included in loss on equity method investments in the accompanying consolidated statements of operations of the Company. For certain equity method investments, the Company’s share of earnings and losses is based on contractual liquidation rights. For investments in which the Company does not have significant influence, the cost method of accounting is used. Under the cost method of accounting, the Company does not record its share in the earnings and losses of the companies in which it has an investment. Investments are reviewed for impairment when events or circumstances indicate that there may be a decline in fair value that is other than temporary.
Use of estimates —The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
 
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Table of Contents
UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
statements and the reported amounts of revenue and expenses, including impairments, during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets; allowances for doubtful accounts; the valuation of derivatives, deferred tax assets, program rights and prepayments, fixed assets, intangibles, goodwill and share-based compensation; and reserves for income tax uncertainties and other contingencies.
Fair Value Measurements —The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
 
 	•	 	Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.	
 
 	•	 	Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.	
 
 	•	 	Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.	
Revenue recognition —Revenue is comprised of gross revenues from the Media Networks and Radio segments, including advertising revenue, subscriber fees, content licensing revenue, sales commissions on national advertising aired on Univision and UniMás affiliated television stations, less agency commissions and volume and prompt payment discounts. The amounts deducted from gross revenues for agency commissions and volume and prompt payment discounts aggregate to $361.1 million, $343.5 million and $323.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Media Networks television and Radio station advertising revenues are recognized when advertising spots are aired and performance guarantees, if any, are achieved. The achievement of performance guarantees is based on audience ratings from an independent research company. Subscriber fees received from cable and satellite multichannel video programming distributors (“MVPDs”) are recognized as revenue in the period that services are provided. The digital platform recognizes revenue primarily from video and display advertising, subscriber fees where digital content is provided on an authenticated basis, digital content licensing, and sponsorship advertisement revenue. Video and display advertising revenue is recognized as “impressions” are delivered and sponsorship revenue is recognized ratably over the contract period and as performance guarantees, if any, are achieved. “Impressions” are defined as the number of times that an advertisement appears in pages viewed by users of the Company’s Internet properties. Content licensing revenue is recognized when the content is delivered, all related obligations have been satisfied and all other revenue recognition criteria have been met. All revenue is recognized only when collection of the resulting receivable is reasonably assured.
UCI has certain contractual commitments, with Televisa and others, to provide a future annual guaranteed amount of advertising and promotion time. The obligation associated with each of these commitments was recorded as deferred revenue at an amount equal to the fair value of the advertising and promotion time as of the date of the agreements providing for these commitments. Deferred revenue is earned and revenue is recognized as the related advertising and promotion time is provided. The Company’s deferred revenue, which is primarily related to the commitments with Televisa, resulted in revenue of $60.1 million, $67.8 million and $83.7 million, respectively, for the years ended December 31, 2014, 2013 and 2012.
 
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Table of Contents
UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Accounting for Goodwill, Other Intangibles and Long-Lived Assets —Goodwill and other intangible assets with indefinite lives are tested annually for impairment on October 1 or more frequently if circumstances indicate a possible impairment exists.
The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If the qualitative assessment determines that it is more likely than not that the fair value of each reporting unit is more than its carrying amount, then the Company concludes that goodwill is not impaired. If the Company does not choose to perform the qualitative assessment, or if the qualitative assessment determines that it is more likely than not that the fair value of each reporting unit is less than its carrying amount, then the Company proceeds to the first step of the two-step quantitative goodwill impairment test.
If a quantitative test is performed for goodwill, the estimated fair value of the reporting unit is compared to its carrying value, including goodwill (the “Step 1 Test”). In the Step 1 Test, the Company estimates the fair value of its reporting units using a combination of discounted cash flows and market-based valuation methodologies. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples and the amount and timing of expected future cash flows. The cash flows employed in the valuation analysis are based on the Company’s best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. The fair value of each reporting unit is classified as a Level 3 measurement. There is no assurance that actual results in the future will approximate these forecasts. If the calculated fair value is less than the current carrying value, impairment of the reporting unit goodwill may exist.
When the Step 1 Test indicates potential impairment, a second test is required to measure the impairment loss (the “Step 2 Test”). In the Step 2 Test, the Company will calculate an implied fair value of goodwill for the reporting unit. The implied fair value of goodwill is determined in a manner similar to how goodwill is calculated in a business combination, where the fair value of each reporting unit is allocated to all of the assets and liabilities of the reporting unit with any residual value being allocated to goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill assigned to the reporting unit, the excess amount is recorded as an impairment charge. An impairment charge cannot exceed the carrying value of goodwill assigned to a reporting unit but may indicate that certain long-lived and intangible assets associated with the reporting unit may require additional impairment testing.
If a qualitative assessment is performed for goodwill, the Company considers relevant events and circumstances that could affect a reporting unit’s fair value. Considerations may include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and entity-specific events, business plans, and strategy. The Company considers the same key assumptions that would have been used in a quantitative test. The Company considers the totality of these events, in the context of the reporting unit, and determines if it is more likely than not that the fair value of each reporting unit is less than its carrying amount.
The Company also has indefinite-lived intangible assets, such as trade names and television and radio broadcast licenses. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test.
If the qualitative assessment determines that it is more likely than not that the fair value of the intangible asset is more than its carrying amount, then the Company concludes that the intangible asset is not impaired. If the Company does not choose to perform the qualitative assessment, or if the qualitative assessment determines
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
that it is more likely than not that the fair value of the intangible asset is less than its carrying amount, then the Company calculates the fair value of the intangible asset and compares it to the corresponding carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the excess carrying value over the fair value.
If a quantitative test is performed, the Company will calculate the fair value of the intangible assets. The fair value of the television and radio broadcast licenses is determined using the direct valuation method, for which the key assumptions are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. For trade names, the Company assesses recoverability by utilizing the relief from royalty method to determine the estimated fair value. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates. The fair value of the intangible assets is classified as a Level 3 measurement. When a qualitative test is performed, the Company considers the same key assumptions that would have been used in a quantitative test to determine if these factors would negatively affect the fair value of the intangible assets.
Univision Network and UniMás network programming is broadcast on the television stations. Federal Communication Commission (“FCC”) broadcast licenses associated with the Univision Network and UniMás stations are tested for impairment at their respective network level. Broadcast licenses for television stations that are not dependent on network programming are tested for impairment at the local market level. Radio broadcast licenses are tested for impairment at the local market level.
Long-lived assets, such as property and equipment, intangible assets with definite lives and program right prepayments are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Derivative instruments —The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings through interest rate swap (income) expense.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The Company discontinues hedge accounting prospectively when (i) it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk; (ii) the derivative expires or is sold, terminated, or exercised; (iii) the cash flow hedge is de-designated because a forecasted transaction is not probable of occurring; or (iv) management determines to remove the designation of the cash flow hedge. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings through interest rate swap (income) expense, and any associated balance in accumulated other comprehensive income (loss) will be reclassified into earnings through interest expense in the same periods during which the forecasted transactions that originally were being hedged occur. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income (loss) related to the hedging relationship.
Property and Equipment and Related Depreciation —Property and equipment are carried at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company removes the cost and accumulated depreciation of its property and equipment upon the retirement of such assets and the resulting gain or loss, if any, is then recognized. Land improvements are depreciated up to 15 years, buildings and improvements are depreciated up to 50 years, broadcast equipment over 5 to 20 years and furniture, computer and other equipment over 3 to 7 years. Property and equipment financed with capital leases are amortized over the shorter of their useful life or the remaining life of the lease. Repairs and maintenance costs are expensed as incurred.
Deferred financing costs —Deferred financing costs consist of payments made by the Company in connection with the Company’s and UCI’s debt offerings, primarily ratings fees, legal fees, accounting fees, private placement fees and costs related to the offering circular and other related expenses. Deferred financing costs are amortized over the life of the related debt using the effective interest method.
Program and sports rights for television broadcast —The Company acquires rights to programming to exhibit on its broadcast and cable networks. Costs incurred to acquire television programs are capitalized when (i) the cost of the programming is reasonably determined, (ii) the programming has been accepted in accordance with the terms of the agreement, (iii) the programming is available for its first showing or telecast and (iv) the license period has commenced. Costs incurred in connection with the production of or purchase of rights to programs that are available and scheduled to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast beyond a one-year period are considered non-current. Program rights and prepayments on the Company’s balance sheet are subject to regular recoverability assessments.
The costs of programming rights for television shows, novelas and movies licensed under programming agreements are capitalized and classified as programming prepayments if the rights payments are made before the related economic benefit has been received. Program rights for television shows and movies are amortized over the program’s life, which is the period in which an economic benefit is expected to be generated, based on the estimated relative value of each broadcast of the program over the program’s life. Program costs are charged to operating expense as the programs are broadcast.
The costs of programming rights licensed under multi-year sports programming agreements are capitalized and classified as programming prepayments if the rights payments are made before the related economic benefit has been received. Program rights for multi-year sports programming arrangements are amortized over the license period based on the ratio of current-period direct revenues to estimated remaining total direct revenues over the remaining contract period. Program costs are charged to operating expense as the programs are broadcast.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The accounting for program rights and prepayments requires judgment, particularly in the process of estimating the revenues to be earned over the life of the contract and total costs to be incurred (“ultimate revenues”). These judgments are used in determining the amortization of, and any necessary impairment of, capitalized costs. Estimated revenues are based on factors such as historical performance of similar programs, actual and forecasted ratings and the genre of the program. Such measurements are classified as Level 3 within the fair value hierarchy as key inputs used to value program and sports rights include ratings and undiscounted cash flows. If planned usage patterns or estimated relative values by year were to change significantly, amortization of the Company’s rights costs may be accelerated or slowed.
Legal costs —Legal costs are expensed as incurred unless required by GAAP to be capitalized.
Advertising and promotional expenses —The Company expenses advertising and promotional costs in the period in which they are incurred.
Share-based compensation —Compensation expense relating to share-based payments is recognized in earnings using a fair-value measurement method. The Company uses the straight-line attribution method of recognizing compensation expense over the vesting period. The estimated fair value of employee awards is expensed on a straight-line basis over the period from grant date to remaining requisite service period which is generally the vesting period. The fair value of each new stock option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model was developed for use in estimating the value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions. Inherent in this model are assumptions related to stock price, expected stock-price volatility, expected term, risk-free interest rate and dividend yield. The risk-free interest rate is based on data derived from public sources. The estimated stock price is based on comparable public company information and the Company’s estimated discounted cash flows. The expected stock-price volatility is primarily based on comparable public company information. Expected term and dividend yield assumptions are based on management’s estimates. Restricted stock units classified as liability awards are measured at fair value at the end of each reporting period until vested.
The fair value of equity units awarded to non-employees is measured as the units vest using a Monte Carlo simulation analysis. The Monte Carlo simulation approach models future liquidation proceeds under a risk-neutral framework. Under a risk-neutral framework, the total capital value of the Company is assumed to follow a random statistical process and is expected to grow at an annual rate of return (drift) equal to the appropriate risk-free interest rate. In constructing the Monte Carlo simulation model, certain input parameters such as the initial total equity-based capital value as of the valuation date, the expected annual equity-based capital volatility, the expected time until liquidation, the annual risk-free rate of return, and the annual dividend yield are obtained or calculated. The valuation is classified as a Level 3 measurement.
Income Taxes —Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when management determines that it is more likely than not that some portion or the entire deferred tax asset will not be realized. The future realization of deferred tax assets depend on the existence of sufficient taxable income of the appropriate character in either the carry back or carry forward period under the tax law for the deferred tax asset. In a situation where the net operating losses are more likely
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
than not to expire prior to being utilized the Company has established the appropriate valuation allowance. If estimates of future taxable income during the net operating loss carryforward period are reduced the realization of the deferred tax assets may be impacted. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties, if any, related to uncertain income tax positions in income tax expense. There is considerable judgment involved in assessing whether deferred tax assets will be realized and in determining whether positions taken on the Company’s tax returns are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes interest and penalties, if any, related to uncertain income tax positions in income tax expense. There is considerable judgment involved in assessing whether deferred tax assets will be realized and in determining whether positions taken on the Company’s tax returns are more likely than not of being sustained.
Concentration of credit risk —Financial instruments that potentially subject the Company to concentrations of credit risk include primarily cash and cash equivalents, trade receivables and financial instruments used in hedging activities. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s objective for its cash and cash equivalents is to invest in high-quality money market funds that are prime AAA rated, have diversified portfolios and have strong financial institutions backing them. The Company sells its services and products to a large number of diverse customers in a number of different industries, thus spreading the trade credit risk. No one customer represented more than 10% of revenue of the Company for the years ended December 31, 2014, 2013 or 2012. The Company extends credit based on an evaluation of the customers’ financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The counterparties to the agreements relating to the Company’s financial instruments consist of major, international institutions. The Company does not believe that there is significant risk of nonperformance by these counterparties as the Company monitors the credit ratings of such counterparties and limits the financial exposure with any one institution.
Securitizations —Securitization transactions in connection with UCI’s accounts receivable facility are classified as debt on the Company’s balance sheet and the related cash flows from any advances or reductions are reflected as cash flows from financing activities. UCI sells to investors, on a revolving non-recourse basis, a percentage ownership interest in certain accounts receivable through wholly owned special purpose entities. UCI retains interests in the accounts receivable that have not been sold to investors. The retained interest is subordinated to the sold interest in that it absorbs 100% of any credit losses on the sold receivable interests. UCI services the receivables sold under the facility.
Reclassifications —Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation.
New accounting pronouncements —In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, which amended Accounting Standards Codification (“ASC”) 405, Liabilities . The amendments provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation (within the scope of this guidance) is fixed at the reporting date. Examples of obligations within the scope of ASU 2013-04 include debt arrangements, other contractual obligations, and settled litigation and judicial rulings.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The Company adopted ASU 2013-04 during the first quarter of 2014. The adoption of ASU 2013-04 did not have a significant impact on the Company’s consolidated financial statements or disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606). The amendments provide guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements and disclosures.
2. Property and Equipment
Property and equipment consists of the following:

 	  	December 31,
2014	 	 	December 31,
2013	 	
Land and improvements	  	$	129,900	  	 	$	149,500	  	
Buildings and improvements	  	 	388,900	  	 	 	371,200	  	
Broadcast equipment	  	 	399,300	  	 	 	371,100	  	
Furniture, computer and other equipment	  	 	233,800	  	 	 	224,500	  	
Land, building, transponder equipment and vehicles financed with capital leases	  	 	94,500	  	 	 	93,700	  	
	  	 	 	 	 	 	 	 	
	  	 	1,246,400	  	 	 	1,210,000	  	
Accumulated depreciation	  	 	(435,900	) 	 	 	(397,300	) 	
	  	 	 	 	 	 	 	 	
	  	$	810,500	  	 	$	812,700	  	
	  	 	 	 	 	 	 	 	
Depreciation expense on property and equipment was $105.5 million, $87.6 million and $75.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Accumulated depreciation related to assets financed with capital leases at December 31, 2014 and 2013 is $28.7 million and $22.5 million, respectively.
As of December 31, 2013, the Company classified $0.3 million of land and buildings in the Media Networks segment as held for sale, which is included in prepaid expenses and other on the consolidated balance sheet. The carrying value reflects the estimated selling price based on market data, which is a Level 2 input. There were no properties classified as held for sale as of December 31, 2014. During the years ended December 31, 2014, 2013 and 2012, the Company recorded an impairment loss of $7.0 million, $0.2 million and $2.5 million, respectively, related to the write-down of assets held for sale, as the book value of some of the properties was in excess of their fair value less costs to sell. All of the properties held for sale as of December 31, 2013 were sold during the first quarter of 2014.
3. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:

 	  	December 31,
2014	 	  	December 31,
2013	 	
Accounts payable and accrued liabilities	  	$	166,400	  	  	$	159,600	  	
Accrued compensation	  	 	66,700	  	  	 	82,200	  	
	  	 	 	 	  	 	 	 	
	  	$	233,100	  	  	$	241,800	  	

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Table of Contents
UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Restructuring, Severance and Related Charges
During the year ended December 31, 2014, the Company incurred restructuring, severance and related charges in the amount of $41.2 million. This amount includes a $41.4 million charge related to broader-based cost-saving restructuring initiatives, partially offset by a $0.2 million benefit related to the adjustment of severance charges for individual employees. The severance benefit of $0.2 million is related to miscellaneous severance agreements with employees in the Media Networks and Radio segments.
During 2014, the Company initiated restructuring activities to improve performance, collaboration, and operational efficiencies across its local media platforms. The $41.4 million charge recognized during the year ended December 31, 2014 includes $7.1 million resulting from the restructuring activities across local media platforms and $34.3 million resulting from other restructuring activities that were initiated in 2012, as presented in the tables below:
Restructuring Activities Across Local Media Platforms Initiated in 2014

 	  	Employee
Termination
Benefits	 	  	Contract
Termination
Costs	 	  	Total	 	
Media Networks	  	$	3,400	  	  	$	—	  	  	$	3,400	  	
Radio	  	 	2,900	  	  	 	800	  	  	 	3,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	6,300	  	  	$	800	  	  	$	7,100	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Other Restructuring Activities Initiated in 2012

 	  	Employee
Termination
Benefits	 	  	Contract
Termination
Costs	 	  	Total	 	
Media Networks	  	$	24,300	  	  	$	600	  	  	$	24,900	  	
Radio	  	 	7,300	  	  	 	400	  	  	 	7,700	  	
Corporate	  	 	1,500	  	  	 	200	  	  	 	1,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	33,100	  	  	$	1,200	  	  	$	34,300	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
All balances related to restructuring employee termination benefits are expected to be paid within twelve months from December 31, 2014. Balances related to restructuring lease obligations will be settled over the remaining lease term. As of December 31, 2014, future charges associated with the aforementioned restructuring activities cannot be reasonably estimated.
During the year ended December 31, 2013, the Company incurred restructuring, severance and related charges in the amount of $29.4 million. Of this amount, $5.8 million related to severance charges for individual employees and $23.6 million related to broader-based cost-saving restructuring initiatives. The severance charge of $5.8 million is related to miscellaneous severance agreements with corporate employees as well as employees in the Media Networks and Radio segments. The restructuring charge of $23.6 million includes a charge of $25.2 million related to restructuring activities initiated in 2012 (which includes a charge of $27.4 million and a benefit of $2.2 million in the Radio segment related to the elimination of lease obligations) and a benefit of $1.6 million
 
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Table of Contents
UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
in the Media Networks segment related to the elimination of a lease obligation from restructuring activities that were initiated in 2009. The restructuring charge consists of the following:

 	  	Employee
Termination
Benefits	 	  	Contract
Termination
Costs	 	  	Other
Qualifying
Restructuring
Costs	 	  	Total	 	
Media Networks	  	$	13,900	  	  	$	3,300	  	  	$	400	  	  	$	17,600	  	
Radio	  	 	2,600	  	  	 	2,200	  	  	 	700	  	  	 	5,500	  	
Corporate	  	 	500	  	  	 	—	  	  	 	—	  	  	 	500	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	17,000	  	  	$	5,500	  	  	$	1,100	  	  	$	23,600	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
During the year ended December 31, 2012, the Company incurred restructuring, severance and related charges in the amount of $44.2 million. Of this amount, $7.4 million related to severance charges for individual employees and $36.8 million related to broader-based cost-saving restructuring activities. The severance charge of $7.4 million is primarily related to miscellaneous severance agreements with corporate employees as well as employees in the Media Networks segment. The restructuring charge of $36.8 million consists of the following:

 	  	Employee
Termination
Benefits	 	  	Contract
Termination
Costs	 	  	Other
Qualifying
Restructuring
Costs	 	  	Total	 	
Media Networks	  	$	24,300	  	  	$	100	  	  	$	300	  	  	$	24,700	  	
Radio	  	 	4,200	  	  	 	4,300	  	  	 	600	  	  	 	9,100	  	
Corporate	  	 	3,000	  	  	 	—	  	  	 	—	  	  	 	3,000	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	31,500	  	  	$	4,400	  	  	$	900	  	  	$	36,800	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The following table presents the activity in the restructuring liabilities during the year ended December 31, 2014, related to restructuring activities across local media platforms.

 	  	Restructuring Activities Across Local
Media Platforms Initiated in 2014	 	
 	  	Employee
Termination
Benefits	 	 	Contract
Termination
Costs	 	 	Total	 	
Restructuring expense	  	$	6,300	  	 	$	800	  	 	$	7,100	  	
Cash payments	  	 	(4,400	) 	 	 	(700	) 	 	 	(5,100	) 	
Transfers	  	 	—	  	 	 	1,000	  	 	 	1,000	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of December 31, 2014	  	$	1,900	  	 	$	1,100	  	 	$	3,000	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Of the $3.0 million accrued as of December 31, 2014 related to restructuring activities across local media platforms, $2.0 million is included in current liabilities and $1.0 million is included in non-current liabilities.
 
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Table of Contents
UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The following table presents the activity in the restructuring liabilities during the year ended December 31, 2014, related to other restructuring activities initiated in 2012 and prior.

 	  	Restructuring Plan Initiated in 2012	 	 	Restructuring
Plan Initiated
in 2011	 	 	 	 	
 	  	Employee
Termination
Benefits	 	 	Contract
Termination
Costs	 	 	Other
Qualifying
Restructuring
Costs	 	 	Employee
Termination
Benefits	 	 	Total	 	
Accrued restructuring as of December 31, 2011	  	$	—	  	 	$	—	  	 	$	—	  	 	$	4,700	  	 	$	4,700	  	
Restructuring expense	  	 	32,400	  	 	 	4,400	  	 	 	900	  	 	 	—	  	 	 	37,700	  	
Reversals	  	 	(200	) 	 	 	—	  	 	 	—	  	 	 	(700	) 	 	 	(900	) 	
Cash payments	  	 	(18,900	) 	 	 	(2,000	) 	 	 	(500	) 	 	 	(3,700	) 	 	 	(25,100	) 	
Transfers	  	 	—	  	 	 	800	  	 	 	—	  	 	 	—	  	 	 	800	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of December 31, 2012	  	$	13,300	  	 	$	3,200	  	 	$	400	  	 	$	300	  	 	$	17,200	  	
Restructuring expense	  	 	19,600	  	 	 	8,800	  	 	 	1,700	  	 	 	—	  	 	 	30,100	  	
Reversals	  	 	(2,600	) 	 	 	(1,500	) 	 	 	(700	) 	 	 	(100	) 	 	 	(4,900	) 	
Cash payments	  	 	(17,400	) 	 	 	(5,700	) 	 	 	(1,100	) 	 	 	(200	) 	 	 	(24,400	) 	
Transfers	  	 	—	  	 	 	300	  	 	 	—	  	 	 	—	  	 	 	300	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of December 31, 2013	  	$	12,900	  	 	$	5,100	  	 	$	300	  	 	$	—	  	 	$	18,300	  	
Restructuring expense	  	 	35,300	  	 	 	1,900	  	 	 	—	  	 	 	—	  	 	 	37,200	  	
Reversals	  	 	(2,200	) 	 	 	(700	) 	 	 	—	  	 	 	—	  	 	 	(2,900	) 	
Cash payments	  	 	(21,700	) 	 	 	(2,300	) 	 	 	(200	) 	 	 	—	  	 	 	(24,200	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of December 31, 2014	  	$	24,300	  	 	$	4,000	  	 	$	100	  	 	$	—	  	 	$	28,400	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Of the $28.4 million accrued as of December 31, 2014 related to other restructuring activities initiated in 2012, $25.5 million is included in current liabilities and $2.9 million is included in non-current liabilities. The Company has paid substantially all of its liability related to restructuring activities initiated prior to 2012.
Of the $18.3 million accrued as of December 31, 2013 related to other restructuring activities initiated in 2012, $14.6 million is included in current liabilities and $3.7 million is included in non-current liabilities.
4. Goodwill and Other Intangible Assets
Goodwill and other intangible assets with indefinite lives, such as television and radio broadcast licenses and trade names, are not amortized and are tested for impairment annually or more frequently if circumstances indicate a possible impairment exists.
Goodwill is associated with the Company’s Media Networks reporting unit. The goodwill associated with the Company’s Radio reporting unit was fully impaired as of December 31, 2013. The fair value of the Company’s reporting units is classified as a Level 3 measurement due to the significance of unobservable inputs based on company-specific information. The Company used the income approach to measure the fair value of
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
each of its reporting units. Under the income approach, the Company calculated the fair value of each reporting unit based on the present value of the estimated future cash flows. Cash flow projections were based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used for each reporting unit was based on the weighted-average cost of capital (“WACC”) adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows. The discount rate also reflected adjustments required when comparing the sum of the fair values of the Company’s reporting units to the Company’s overall valuation. The unobservable inputs used to estimate the fair value of these reporting units included projected revenue growth rates, profitability and the risk factors added to the discount rate. For the Company’s fiscal 2014 goodwill impairment testing, significant unobservable inputs utilized included discount rates ranging from 9.0% to 13.5% and a terminal growth rate of 3.0%.
The television and radio broadcast licenses have indefinite lives because the Company expects to renew them and renewals are routinely granted with little cost, provided that the licensee has complied with the applicable rules and regulations of the FCC. Historically, all material television and radio licenses that have been up for renewal have been renewed. The Company is unable to predict the effect that further technological changes will have on the television and radio industry or the future results of its television and radio broadcast businesses. The television and radio broadcast licenses and the related cash flows are expected to continue indefinitely, and as a result the broadcast licenses have an indefinite useful life. The fair value of the television and radio broadcast licenses is determined using the direct valuation method which is classified as a Level 3 measurement. Under the direct valuation method, the fair value of the television and radio broadcast licenses is calculated at the network or market level, as applicable. The application of the direct valuation method attempts to isolate the income that is properly attributable to the television and radio broadcast licenses alone (that is, apart from tangible and identified intangible assets and goodwill). It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process. Under the direct valuation method, it is assumed that rather than acquiring television and radio broadcast licenses as part of a going concern business, the buyer hypothetically develops television and radio broadcast licenses and builds a new operation with similar attributes from inception. Thus, the buyer incurs start-up costs during the build-up phase. Initial capital costs are deducted from the discounted cash flow model which results in a value that is directly attributable to the indefinite-lived intangible assets. The key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. The market revenue growth rate assumption is impacted by, among other things, factors affecting the local advertising market for television and radio stations. This data is populated using industry normalized information representing an average FCC license within a market. For the Company’s fiscal 2014 broadcast license impairment testing, significant unobservable inputs utilized included a discount rate of 9.0% and terminal growth rates ranging from 0.5% to 3.0%.
For trade names assessed for impairment quantitatively, the Company assesses recoverability by utilizing the relief from royalty method to determine the estimated fair value for each indefinite-lived intangible asset which is classified as a Level 3 measurement. The relief from royalty method estimates the Company’s theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates. Discount rates, royalty rates, growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the WACC
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
considering any differences in Company-specific risk factors. Royalty rates are established by management and are periodically substantiated by third-party valuation consultants. Operational management, considering industry and Company-specific historical and projected data, develops growth rates and sales projections associated with the trademarks. Terminal value rate determination follows common methodology of capturing the present value of perpetual sales estimates beyond the last projected period assuming a constant WACC and constant long-term growth rates.
For the year ended December 31, 2014, the Company recognized impairment losses in the Radio segment of $133.4 million related to the write-down of broadcast licenses and $9.0 million related to the write-down of a trade name based on a review of market conditions and management’s assessment of long-term growth rates. The fair value of the Media Networks reporting unit’s total assets exceeded the carrying value by more than 50%.
For the year ended December 31, 2013, the Company recognized an impairment loss of $2.5 million in the Media Networks segment related to the residual write-off of the TeleFutura trade name, as the network had completed its rebranding as UniMás by the end of 2013. Based on a review of market conditions and management’s assessment of long-term growth rates in the Radio segment, the Company recognized an impairment loss of $307.8 million related to goodwill, resulting in a write off of the entire goodwill balance and $43.4 million related to the write-down of broadcast licenses. The fair value of the Media Networks reporting unit’s total assets exceeded the carrying value by more than 50%.
For the year ended December 31, 2012, in the Media Networks segment, the Company recognized impairment losses of $47.6 million related to the write-down of a trade name, as a result of a decision to rebrand the TeleFutura network as UniMás, and $0.8 million related to the write-off of a broadcast license. In the Radio segment, the Company recognized an impairment loss of $5.7 million related to the write-off of broadcast licenses.
The Company has various intangible assets with definite lives that are being amortized on a straight-line basis. Advertiser related intangible assets are primarily being amortized through 2026, and the multiple system operator contracts and relationships and broadcast affiliate agreements and relationships are primarily being amortized through 2027 and 2031, respectively. For the years ended December 31, 2014, 2013 and 2012, the Company incurred amortization expense of $58.3 million, $58.3 million and $55.0 million, respectively. The remaining weighted average amortization period for the amortizable intangible assets is approximately 15 years.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The following is an analysis of the Company’s intangible assets currently being amortized, intangible assets not being amortized and estimated amortization expense for the years 2015 through 2019:

 	  	As of December 31, 2014	 	
 	  	Gross
Carrying
Amount	 	  	Accumulated
Amortization	 	  	Net
Carrying
Amount	 	
Intangible Assets Being Amortized	  				  				  				
Multiple system operator contracts and relationships and broadcast affiliate agreements	  	$	1,124,500	  	  	$	354,500	  	  	$	770,000	  	
Advertiser related intangible assets, primarily advertiser contracts	  	 	91,300	  	  	 	57,600	  	  	 	33,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	1,215,800	  	  	$	412,100	  	  	 	803,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Intangible Assets Not Being Amortized	  				  				  				
Broadcast licenses	  				  				  	 	2,473,300	  	
Trade names and other assets	  				  				  	 	315,500	  	
	  				  				  	 	 	 	
Total	  				  				  	 	2,788,800	  	
	  				  				  	 	 	 	
Total intangible assets, net	  				  				  	$	3,592,500	  	

													
 	  	As of December 31, 2013	 	
 	  	Gross Carrying
Amount	 	  	Accumulated
Amortization	 	  	Net Carrying
Amount	 	
Intangible Assets Being Amortized	  				  				  				
Multiple system operator contracts and relationships and broadcast affiliate agreements	  	$	1,124,500	  	  	$	304,200	  	  	$	820,300	  	
Advertiser related intangible assets, primarily advertiser contracts	  	 	91,300	  	  	 	49,700	  	  	 	41,600	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	1,215,800	  	  	$	353,900	  	  	 	861,900	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Intangible Assets Not Being Amortized	  				  				  				
Broadcast licenses	  				  				  	 	2,608,600	  	
Trade names and other assets	  				  				  	 	324,500	  	
	  				  				  	 	 	 	
Total	  				  				  	 	2,933,100	  	
	  				  				  	 	 	 	
Total intangible assets, net	  				  				  	$	3,795,000	  	
	  				  				  	 	 	 	
Estimated amortization expense through 2019 is as follows:

Year	  	Amount	 	
2015	  	$	55,000	  	
2016	  	$	53,900	  	
2017	  	$	53,900	  	
2018	  	$	53,900	  	
2019	  	$	52,900	  	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The following table presents the goodwill balance at December 31, 2014 and 2013:

 	  	December 31, 2014
and 2013	 	
Gross goodwill	  	$	6,160,100	  	
Accumulated impairment losses	  	 	(1,568,300	) 	
	  	 	 	 	
Net goodwill	  	$	4,591,800	  	
	  	 	 	 	
5. Program Rights and Prepayments Impairments
In December 2014, UCI entered into a binding term sheet to, among other things, amend the program license agreement (the “Venevision PLA”) between UCI and Venevision International, LLC (“Venevision”), pursuant to which UCI paid Venevision $177.5 million in December 2014 for amounts that would otherwise be due to Venevision through the December 2017 expiration of the Venevision PLA, and UCI received from Venevision a full release of payment and certain other claims under the Venevision PLA. The amendment releases Venevision from its obligation to produce a certain number of program hours per year for UCI and terminates UCI’s exclusive right to select and exploit Venevision produced or controlled content in the U.S., subject to limited exceptions. UCI will also pay a license fee to Venevision of approximately $24.0 million per year through December 2017 for the rights to certain programs. The amendment triggered an impairment review on Venevision-related prepaid assets which resulted in an impairment charge of approximately $182.9 million for the year-ended December 31, 2014. Fair value was determined using Level 3 inputs by assessing the discounted cash inflows associated with the advertising revenue retained and the direct cash outflows associated primarily with the licensing costs of such programming.
On November 2, 2005, UCI entered into a contract (as amended) to acquire the Spanish-language broadcast rights in the U.S. to the 2014 Fédération Internationale de Football Association (“FIFA”) World Cup soccer games and other FIFA events through 2014. As of December 31, 2013, UCI paid the full contractual amount of $170.8 million for the 2014 World Cup media rights. Because the World Cup games were not available for broadcast until 2014, the Company recorded these payments as program rights prepayments in the consolidated balance sheet. Based upon the Company’s then current financial estimates, the program rights prepayments were reviewed for impairment. The Company believed that the fair value of the 2014 World Cup media rights declined as compared to its carrying value. Fair value was determined using Level 3 inputs by assessing the incremental cash inflows associated with the World Cup games in excess of the direct cash outflows associated with production, licensing and media rights payments (all costs associated with advertising, promotion and broadcast of the World Cup games, as well as the production of certain television programming related to the World Cup games). Using a discounted cash flow model, the Company measured the fair value of the 2014 World Cup media rights, as compared to the amounts recorded on its balance sheet, and recorded an impairment loss of approximately $82.5 million during the year ended December 31, 2013.
During the years ended December 31, 2014, 2013 and 2012, the Company recognized impairment losses of $8.2 million, $2.4 million and $31.9 million, respectively, related to the write-off of other program related rights due to revised estimates of ultimate revenues.
6. Financial Instruments and Fair Value Measures
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Interest Rate Swaps —Currently, the Company uses interest rate swaps to manage its interest rate risk. The interest rate swap asset of $0.9 million and the interest rate swap liability of $51.9 million as of December 31, 2014 and the interest rate swap asset of $27.2 million and the interest rate swap liability of $29.5 million as of December 31, 2013 were measured at fair value primarily using significant other observable inputs (Level 2). In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
The majority of inputs into the valuations of the Company’s interest rate derivatives include market-observable data such as interest rate curves, volatilities, and information derived from, or corroborated by market-observable data. Additionally, a specific unobservable input used by the Company in determining the fair value of its interest rate derivatives is an estimation of current credit spreads to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The inputs utilized for the Company’s own credit spread are based on implied spreads from its privately placed debt securities with an established trading market. For counterparties with publicly available credit information, the credit spreads over the London Interbank Offered Rate (“LIBOR”) used in the calculations represent implied credit default swap spreads obtained from a third party credit data provider. Once these spreads have been obtained, they are used in the fair value calculation to determine the credit valuation adjustment (“CVA”) component of the derivative valuation. The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
The CVAs associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by its counterparties. If the CVA is a significant component of the derivative valuation, the Company will classify the fair value of the derivative as a Level 3 measurement. If required, any transfer between Level 2 and Level 3 will occur at the end of the reporting period. At December 31, 2014 and 2013, the Company has assessed the significance of the impact of the CVAs on the overall valuation of its derivative positions and has determined that the CVAs are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified as Level 2 measurements.
Available-for-Sale Securities —The Company’s available-for-sale securities relate to its investment in convertible notes with an equity method investee. The convertible notes are recorded at fair value through adjustments to other comprehensive income (loss). The fair value of the convertible notes is classified as a Level 3 measurement due to the significance of unobservable inputs which utilize company-specific information. The Company uses an income approach to value the notes’ fixed income component and the Black-Scholes model to value the conversion feature. Key inputs to the Black-Scholes model include the underlying security value, strike price, volatility, time-to-maturity and risk-free rate. See Note 7. Investments .
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Fair Value of Debt Instruments —The carrying value and fair value of the Company’s and UCI’s debt instruments as of December 31, 2014 and 2013 are set out in the following tables. The fair values of the credit facilities are based on market prices (Level 1). The fair values of the senior notes are based on industry curves based on credit rating (Level 2). The fair value of the convertible debentures is estimated using a valuation method based on assumptions including expected volatility, risk-free interest rate, bond yield, recovery rate, and expected term (Level 3). The accounts receivable facility carrying value approximates fair value (Level 1).

 	  	As of December 31, 2014	 	
 	  	Carrying Value	 	  	Fair Value	 	
Bank senior secured revolving credit facility maturing in 2018	  	$	—	  	  	$	—	  	
Incremental bank senior secured term loan facility maturing in 2020	  	 	1,228,000	  	  	 	1,198,800	  	
Replacement bank senior secured term loan facility maturing in 2020	  	 	3,329,700	  	  	 	3,246,500	  	
Senior secured notes—6.875% due 2019	  	 	1,197,000	  	  	 	1,249,400	  	
Senior secured notes—7.875% due 2020	  	 	750,000	  	  	 	803,000	  	
Senior notes—8.5% due 2021	  	 	818,900	  	  	 	873,700	  	
Senior secured notes—6.75% due 2022	  	 	1,120,800	  	  	 	1,214,500	  	
Senior secured notes—5.125% due 2023	  	 	700,000	  	  	 	714,400	  	
Convertible debentures—1.5% due 2025	  	 	1,150,500	  	  	 	1,966,100	  	
Accounts receivable facility maturing in 2018	  	 	100,000	  	  	 	100,000	  	
	  	 	 	 	  	 	 	 	
	  	$	10,394,900	  	  	$	11,366,400	  	

									
 	  	As of December 31, 2013	 	
 	  	Carrying Value	 	  	Fair Value	 	
Bank senior secured revolving credit facility maturing in 2018	  	$	2,000	  	  	$	2,000	  	
Bank senior secured term loan facility maturing in 2020	  	 	3,361,500	  	  	 	3,386,700	  	
Incremental bank senior secured term loan facility maturing in 2020	  	 	1,240,600	  	  	 	1,248,400	  	
Senior secured notes—6.875% due 2019	  	 	1,196,500	  	  	 	1,284,700	  	
Senior secured notes—7.875% due 2020	  	 	750,000	  	  	 	829,700	  	
Senior notes—8.5% due 2021	  	 	819,300	  	  	 	904,800	  	
Senior secured notes—6.75% due 2022	  	 	1,240,600	  	  	 	1,365,800	  	
Senior secured notes—5.125% due 2023	  	 	700,000	  	  	 	703,100	  	
Convertible debentures—1.5% due 2025	  	 	1,152,600	  	  	 	1,599,400	  	
Accounts receivable facility maturing in 2018	  	 	160,000	  	  	 	160,000	  	
	  	 	 	 	  	 	 	 	
	  	$	10,623,100	  	  	$	11,484,600	  	
	  	 	 	 	  	 	 	 	
7. Investments
The carrying value of the Company’s investments is as follows:

 	  	December 31,
2014	 	  	December 31,
2013	 	
Investments in equity method investees	  	$	74,000	  	  	$	83,900	  	
Cost method investments	  	 	4,300	  	  	 	4,600	  	
	  	 	 	 	  	 	 	 	
	  	$	78,300	  	  	$	88,500	  	

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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Equity method investments primarily includes UCI’s investment in Fusion Media Network, LLC (“Fusion”), a joint venture with Walt Disney Company’s ABC News, which is a 24-hour English language news and lifestyle TV and digital network targeted at young English speaking Hispanics and their peers, and UCI’s investment in El Rey Holdings LLC (“El Rey”) which owns and operates, among other assets, the El Rey television network, a 24-hour English-language general entertainment cable network targeting young adult audiences.
Fusion (formerly known as Univision ABC News Network, LLC) was formed in July 2012 and provides programming on both linear and digital platforms. The Fusion linear network launched in October 2013. UCI holds a 50% non-controlling interest in the joint venture, which is accounted for as an equity method investment. During the years ended December 31, 2014, 2013 and 2012, UCI contributed $4.3 million, $11.2 million and $11.0 million, respectively, to the investment in Fusion. During the years ended December 31, 2014, 2013 and 2012, the Company recognized a loss of $11.9 million, $13.7 million and $0.9 million, respectively, related to its share of Fusion’s net losses. As of December 31, 2014, UCI’s share of Fusion’s net losses exceeded UCI’s equity investment in Fusion, resulting in an investment balance of zero. As of December 31, 2013, the net investment balance was $7.6 million. UCI is not obligated to fund any future losses of Fusion and will only recognize profits once the losses for which UCI did not participate in have been recovered.
The following table presents the summary financial information of Fusion for the period or as of the date indicated.

 	  	Year Ended
December 31, 2014	 	 	Year Ended
December 31, 2013	 	 	Year Ended
December 31, 2012	 	
Operating data:	  				 				 				
Revenues	  	$	28,100	  	 	$	3,000	  	 	$	—	  	
Operating expenses	  	$	63,400	  	 	$	30,300	  	 	$	1,800	  	
Net loss	  	$	(35,000	) 	 	$	(27,400	) 	 	$	(1,800	) 	

 	  	As of
December 31, 2014	 	  	As of
December 31, 2013	 	
Balance sheet data:	  				  				
Current assets	  	$	26,100	  	  	$	37,800	  	
Long-term assets	  	$	27,500	  	  	$	35,600	  	
Current liabilities	  	$	12,000	  	  	$	13,600	  	
Long-term liabilities	  	$	—	  	  	$	—	  	
El Rey was formed in May 2013, and the El Rey television network launched in December 2013. On May 14, 2013, UCI invested approximately $2.6 million for a 4.99% equity and voting interest in El Rey. Additionally, UCI invested approximately $72.4 million in the form of a convertible note subject to restrictions on transfer. The convertible note is a twelve year note that bears interest at 7.5%. Interest is added to principal as it accrues annually. A portion of the initial principal of the note may be converted into equity after two years and the entire initial principal may be converted following four years after the launch of the network; provided that the maximum voting interest for UCI’s combined equity interest cannot exceed 49% for the first six years after the network’s launch. In November 2014, UCI invested an additional $25 million in El Rey in the form of a convertible note on the same terms as the original convertible note as contemplated under the El Rey limited liability company agreement. For a period following December 1, 2020 UCI has a right to call, and the initial majority equity owners have the right to put, in each case at fair market value, a portion of such owners’ equity interest in El Rey. For a period following December 1, 2023 UCI has a similar right to call, and such owners have a similar right to put, all of such owners’ equity interest in El Rey.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
UCI accounts for its equity investment under the equity method of accounting due to the fact that although UCI has less than a 20% interest, it exerts significant influence over El Rey. UCI’s share of earnings and losses is recorded based on contractual liquidation rights and not on relative equity ownership. To the extent that UCI’s share of El Rey’s losses exceeds UCI’s equity investment, UCI reduces the carrying value of its investment in El Rey’s convertible note. As a result, the carrying value of UCI’s equity investment in El Rey does not equal UCI’s proportionate ownership in El Rey’s net assets. During the years ended December 31, 2014 and 2013, the Company recognized a loss of $73.3 million and $22.7 million, respectively, related to its share of El Rey’s net losses.
The El Rey convertible notes are debt securities which are classified as available-for-sale securities. For the year ended December 31, 2014, the Company recorded unrealized gains of approximately $40.1 million to other comprehensive income (loss) to adjust the convertible debt, including all interest, to their fair value of $73.5 million. Through December 31, 2013, the Company recorded unrealized gains of approximately $20.1 million to other comprehensive income (loss) to adjust the convertible note entered into in May 2013 to its fair value of $72.4 million. During the year ended December 31, 2014 and 2013, the Company recorded interest income of $5.9 million, and $3.4 million, respectively, related to the convertible debt. As of December 31, 2014 and 2013, the net investment balance was $73.5 million and $75.8 million, respectively.
The following table presents the summary financial information of El Rey for the period or as of the date indicated.

 	  	Year Ended
December 31, 2014	 	 	Year Ended
December 31, 2013	 	
Operating data:	  				 				
Revenues	  	$	44,900	  	 	$	200	  	
Operating expenses	  	$	109,000	  	 	$	11,900	  	
Net loss (excluding pre-acquisition costs)	  	$	(72,300	) 	 	$	(15,000	) 	

 	  	As of
December 31, 2014	 	  	As of
December 31, 2013	 	
Balance sheet data:	  				  				
Current assets	  	$	64,600	  	  	$	59,700	  	
Long-term assets	  	$	9,000	  	  	$	1,800	  	
Current liabilities	  	$	42,100	  	  	$	9,100	  	
Long-term liabilities	  	$	124,300	  	  	$	72,400	  	
During the years ended December 31, 2014 and 2013, the Company recognized an impairment loss of $1.3 million and $3.1 million, respectively, in other non-operating expense related to the impairment of a cost method investment in the Media Networks segment, as the Company determined that the investment incurred an other than temporary decline in fair value. During the year ended December 31, 2012, the Company recognized an impairment loss of $0.7 million in the Radio segment and $0.3 million in the Media Networks segment related to the write-off of cost method investments, as the Company determined that the investments incurred an other than temporary decline in fair value.
At December 31, 2014, the Company had 9.4 million shares of Entravision Communications Corporation (“Entravision”) Class U shares which have limited voting rights and are not publicly traded but are convertible into Class A common stock. The investment is reviewed for impairment when events or circumstances indicate
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
that there may be a decline in fair value that is other than temporary. The fair value of the Company’s investment in Entravision is based on Level 1 inputs. The Company monitors Entravision’s Class A common stock, which is publicly traded, as well as Entravision’s financial results, operating performance and the outlook for the media industry in general for indicators of impairment. The fair value of the Company’s investment in Entravision was approximately $60.6 million at December 31, 2014 based on the market value of Entravision’s Class A common stock on that date.
8. Related Party Transactions
Original Sponsors
Management Fee Agreement
Univision and the Original Sponsors entered into a management agreement with UCI (the “Sponsor Management Agreement”) under which certain affiliates of the Original Sponsors provide UCI with management, consulting and advisory services for a quarterly aggregate service fee of 1.3% of operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The management fee for the years ended December 31, 2014, 2013 and 2012 was $16.3 million, $14.6 million and $13.0 million, respectively. The out-of-pocket expenses for the years ended December 31, 2014, 2013 and 2012 were $1.0 million, $0.8 million and $1.0 million, respectively. The management fee and out-of-pocket expenses are included in selling, general and administrative expenses on the statements of operations. In addition, certain affiliates of the Original Sponsors will receive under this agreement an aggregate fee in connection with certain extraordinary transactions involving the Company, including certain change of control transactions, equal to 1% (minus the percentage paid to Televisa for such transaction as described below under “Technical Assistance Agreement”) of the gross transaction value. The management agreement has a 10 year evergreen term. In the event of an initial public offering or a change of control transaction, this agreement will terminate (unless otherwise determined by a majority of the Original Sponsors and Televisa taken together) and UCI will have to pay to certain affiliates of the Original Sponsors (i) unpaid service fees and expenses if any and (ii) the net present values of the service fees that would have been payable to the Original Sponsors from the date of termination until the expiration date then in effect immediately prior to such termination based on an agreed assumed growth rate. No transaction fee was payable in connection with the refinancing transactions described in Note 9. Debt .
Other Agreements and Transactions
Univision has a consulting arrangement with an entity controlled by the Chairman of the Board of Directors. See Note 15. Performance Awards and Incentive Plans.
The Original Sponsors are private investment firms that have investments in companies that may do business with UCI. No individual Original Sponsor has a controlling ownership interest in UCI. The Original Sponsors have controlling ownership interests or ownership interests with significant influence with companies that do business with UCI.
UCI has previously announced plans for a musical competition television show scheduled to be broadcast on the Univision Network in the fall season of 2015, based on an agreement UCI has reached with the owners of the rights to the program, including an entity controlled by Saban Capital Group, Inc. 
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Televisa Related Transactions
On December 20, 2010, Televisa invested $1,255.0 million in Univision, sold its 50% interest in TuTV (now known as Univision Emerging Networks LLC), UCI’s 50/50 joint venture with Televisa, to UCI for $55.0 million and completed the other transactions contemplated by an investment agreement with Univision and the other parties thereto (collectively the “Televisa transactions”). In exchange for Televisa’s investment, Televisa received an initial 5% equity stake in Univision, which issued 526,336 shares of Class C common stock in connection therewith. In addition, Univision issued debentures, maturing in 2025, to Televisa which are convertible into an additional 30% equity stake, and Televisa also received an option to acquire an additional 5% equity stake in Univision at the fair market value at the time of exercise. Both the convertible debentures and additional equity are subject to applicable laws and regulations and certain contractual limitations, including without limitation the FCC’s alien ownership and multiple ownership limitations. In connection with the Televisa transactions, Televisa contributed approximately 3% of the initial equity stake in Univision that it acquired to a limited liability corporation associated with the Company’s consulting arrangement with its chairman of the Board of Directors.
As a result of the Televisa transactions, Televisa has, subject to continuing to hold a specified minimum interest in Univision, certain approval rights with respect to certain non-ordinary course of business matters consistent with customary lender or minority investor protections, including, but not limited to, certain dividends and distributions, certain stock repurchases, related party transactions, bankruptcy, incurrence of indebtedness above specified levels, changing the Company’s core business and equity issuances to employees in excess of certain levels. Further, certain non-ordinary course of business matters, including entry or modification of material agreements and acquisition and sale of assets require the approval of both (i) the holders of a majority of the shares of Univision, as held by Televisa and the Original Sponsors, and (ii) at least four members of the group compromising Televisa and the five Original Sponsors.
With the closing of the Televisa transactions, Televisa became a related party to the Company as of such date. In connection with the Televisa transactions, UCI entered into the following agreements with Televisa:
Program License Agreement (“PLA”)
In connection with the Televisa transactions, UCI entered into a new program license agreement with Televisa on December 20, 2010, as amended and restated as of February 28, 2011 (the “PLA”), replacing the prior program license agreement, as amended on January 22, 2009 that was in effect until December 31, 2010 (the “Prior PLA”), and certain other agreements with Televisa. Under the PLA, UCI has exclusive access to an extensive suite of U.S. Spanish-language broadcast rights, and, in addition, UCI has exclusive U.S. Spanish-language digital rights to Televisa’s audiovisual programming (with limited exceptions), including the U.S. rights owned or controlled by Televisa to broadcast Mexican First Division soccer league games. UCI has the ability to use Televisa online, network and pay-television programming on its current and future Spanish-language networks and on current and future digital platforms. The PLA will expire the later of 2025 or seven and one-half years after Televisa has sold two thirds of its initial investment in Univision.
Under the PLA, Televisa receives royalties, which are based on 11.91% of substantially all of UCI’s audiovisual and interactive revenues through December 2017. Additionally, Televisa receives an incremental 2% in royalty payments on any of UCI’s annual audiovisual revenues above the 2009 revenue base of $1,648.9 million. After December 2017, the royalty payments to Televisa will increase to 16.22%, and commencing later in 2018, the rate will further increase to 16.54% until the expiration of the Televisa PLA. Additionally, after
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
December 2017 Televisa will continue to receive the same incremental 2% in royalty payments as it currently receives under the PLA.
Pursuant to the PLA and Prior PLA, UCI committed to provide future advertising and promotion time at no charge to Televisa with a cumulative historical fair value of $970.0 million. These commitments extend through 2025, the earliest fixed date for termination of the PLA. The advertising revenues from Televisa will be recognized into revenues through 2025 as UCI provides the advertising to satisfy the commitments. The book value remaining under these commitments as of December 31, 2014 and December 31, 2013 was $607.4 million and $667.4 million, respectively, based on the fair value of UCI’s advertising commitments at the dates the Prior PLA and PLA were entered into. For the years ended December 31, 2014, 2013, and 2012, the Company recognized revenue of $60.0 million, $60.1 million, and $60.3 million, respectively, based on the fair value of UCI’s advertising commitments at the dates the Prior PLA and PLA were entered into. UCI is contractually obligated to provide approximately $74.1 million of such advertising to Televisa in 2015. The amount will increase for each year thereafter and through 2025 by a factor that approximates the annual consumer price index.
In December 2013, the PLA was amended to (i) allow UCI to sublicense English language rights to the Televisa owned or controlled U.S. rights to Mexican First Division soccer league games and (ii) include revenue received from licensing English language rights to Mexican soccer in the revenues subject to the royalty under the PLA starting January 2013.
In 2014, Televisa notified UCI that the cost to acquire the rights to certain Mexican First Division soccer leagues games not owned or controlled by Televisa were greater than expected. As obtaining the U.S. rights to Mexican First Division soccer leagues games and other sports programming is important to the Company’s strategy, UCI agreed to pay Televisa a fixed license fee per season for the U.S. rights to these games that over the term of the license is expected to be in aggregate approximately $2.4 million more than the amounts that would have been payable for these rights under the PLA.
For the years ended December 31, 2014, 2013, and 2012, of the Company’s total license fees of $380.4 million, $338.1 million and $311.1 million, respectively, the license fee to Televisa related to the PLA was $289.5 million, $248.8 million and $224.1 million, respectively. The license fees are included in direct operating expenses on the statements of operations. As of December 31, 2014 and December 31, 2013, of the Company’s total accrued license fees of $39.4 million and $38.8 million, respectively, the Company had accrued license fees to Televisa related to the PLA of $31.7 million and $31.1 million, respectively.
The PLA was amended in July 2015 to, among other things, extend the term of the agreement and revise the royalty payments to Televisa. See Note 20. Subsequent Events.
Mexico License Agreement
Under a program license agreement entered into with an affiliate of Televisa for the territory of Mexico (the “Mexico License”), UCI has granted Televisa the exclusive right for the term of the PLA to broadcast in Mexico all Spanish-language programming produced by or for UCI (with limited exceptions). The terms for the Mexico License are generally reciprocal to those under the PLA, except, among other things, the only royalty payable by Televisa to UCI is a $17.3 million annual payment through December 31, 2025 for the rights to UCI’s programming that is produced for or broadcast on the UniMás network, and UCI has the right to purchase advertising on Televisa channels at certain preferred rates to advertise its businesses.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Sales Agency Arrangement
In connection with entering into the Mexico License, UCI engaged Televisa to act as its exclusive sales agent for the term of the Mexico License to sell or license worldwide outside of the United States and Mexico UCI’s programming originally produced in the Spanish language or with Spanish subtitles to the extent UCI has rights in the applicable territories and to the extent UCI chooses to make such programming available to third parties in such territories (subject to limited exceptions). Following the agreement to terminate Venevision’s rights to UCI’s programing in Venezuela and other international territories in December 2014 in connection with the amendment of the Venevision PLA, Televisa’s rights to sell UCI’s programming now include Venezuela. Televisa will receive a fee equal to 20% of gross receipts actually received from licensees and reimbursement of certain expenses. UCI has no obligation to pay a fee or reimburse expenses with respect to any direct broadcast by UCI of its programming or under certain non-exclusive worldwide arrangements UCI enters into for its programming. The Company has not recognized any revenue or expense related to this arrangement.
Technical Assistance Agreement
In connection with its investment in Univision, Televisa entered into an agreement with Univision and UCI under which Televisa provides UCI with technical assistance related to UCI’s business for a quarterly fee of 0.7% of operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The fees for the years ended December 31, 2014, 2013 and 2012 were $8.8 million, $7.8 million and $7.0 million, respectively. The technical assistance fee and out-of-pocket expenses are included in selling, general, and administrative expenses on the statements of operations.
In addition, Televisa will receive under this agreement a fee in connection with certain extraordinary transactions involving the Company, including certain change of control transactions, equal to 0.35%, subject to certain adjustments, of the gross transaction value. The technical assistance agreement has a 10 year evergreen term. Upon the termination of the Sponsor Management Agreement, this agreement will terminate and UCI will have to pay to Televisa (i) unpaid service fees and expenses if any and (ii) the net present values of the service fees that would have been payable to Televisa from the date of termination until the expiration date then in effect immediately prior to such termination based on an agreed assumed growth rate. No transaction fee was payable in connection with the refinancing transactions described in Note 9. Debt .
Launch Rights
In March 2013, UCI paid approximately $81.0 million to Televisa and its chairman, a director of Univision, in an arrangement that resulted in UCI obtaining for its benefit certain launch rights to be provided by a multiple system operator that distributes UCI’s networks on its carriage platform. The Company has recorded an intangible asset for the launch rights and will amortize the asset over its estimated economic life of approximately 20 years. During the twelve months ended December 31, 2014 and 2013, the Company recognized amortization expense of $4.1 million and $3.2 million, respectively. As of December 31, 2014 and December 31, 2013, the net asset value of the launch rights was $74.0 million and $78.1 million, respectively.
Other Televisa Transactions
From time to time UCI enters into licensing arrangements with respect to certain programming rights obtained by UCI from third parties and not covered by the Sales Agency Arrangement. In 2013, UCI sublicensed certain rights in Mexico to sports programming to Televisa in exchange for $2.0 million and authorization for UCI to sublicense certain rights outside of Mexico to a third party.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Capital Contribution
On January 30, 2014, a group of institutional investors invested $125.0 million in the Company in exchange for Class A common stock representing approximately 1.5% of the fully diluted equity pursuant to an Investment Agreement dated January 30, 2014 with the Company and the other parties named therein. The Company contributed $124.4 million, net of offering costs, to UCI. UCI used this contribution to repurchase a portion of its 6.75% senior secured notes due 2022. See Note 9. Debt .
Fusion
In connection with its investment in Fusion, UCI provides certain facilities support and capital assets, engineering and operations support, field acquisition/newsgathering and business services (the “support services”). In return, UCI receives reimbursement of certain costs. During the years ended December 31, 2014, 2013 and 2012, the Company recognized $10.5 million, $8.7 million and $0.3 million, respectively, related to the support services. As of December 31, 2014, and 2013, the Company has a receivable of $1.6 million and $6.9 million, respectively, due from Fusion. The Company has recorded a liability of $27.2 million and $31.6 million as of December 31, 2014 and 2013, respectively, related to advance payments associated with the future use of certain facilities and capital assets. In addition, UCI licenses certain content and other intellectual property to Fusion on a royalty-free basis and UCI is reimbursed for third-party costs in connection with the use of such content.
El Rey
In connection with its investment in El Rey, UCI provides certain distribution, advertising sales and back office/technical services to El Rey for fees generally based on incremental costs incurred by UCI in providing such services, including compensation costs for certain dedicated UCI employees performing such services, an allocation of certain UCI facilities costs and a use fee during the useful life of certain UCI assets used by El Rey in connection with the provision of the services. UCI also receives an annual $3.0 million management fee which is recorded as a component of revenue. UCI has also agreed to provide certain English-language soccer programming in exchange for a license fee and promotional support to the El Rey television network. During the years ended December 31, 2014 and 2013, the Company recognized $12.4 million and $4.6 million, respectively, for the management fee and reimbursement of costs. As of December 2014 and 2013, the Company has a receivable of $2.2 million and $1.5 million, respectively, related to these management fees and costs.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
9. Debt
Long-term debt consists of the following as of:

 	  	December 31,
2014	 	 	December 31,
2013	 	
Bank senior secured revolving credit facility maturing in 2018	  	$	—	  	 	$	2,000	  	
Bank senior secured term loan facility maturing in 2020	  	 	—	  	 	 	3,361,500	  	
Incremental bank senior secured term loan facility maturing in 2020	  	 	1,228,000	  	 	 	1,240,600	  	
Replacement bank senior secured term loan facility maturing in 2020	  	 	3,329,700	  	 	 	—	  	
Senior secured notes—6.875% due 2019	  	 	1,197,000	  	 	 	1,196,500	  	
Senior secured notes—7.875% due 2020	  	 	750,000	  	 	 	750,000	  	
Senior notes—8.5% due 2021	  	 	818,900	  	 	 	819,300	  	
Senior secured notes—6.75% due 2022	  	 	1,120,800	  	 	 	1,240,600	  	
Senior secured notes—5.125% due 2023	  	 	700,000	  	 	 	700,000	  	
Convertible debentures—1.5% due 2025	  	 	1,150,500	  	 	 	1,152,600	  	
Accounts receivable facility maturing in 2018	  	 	100,000	  	 	 	160,000	  	
Capital lease obligations	  	 	77,000	  	 	 	82,000	  	
	  	 	 	 	 	 	 	 	
	  	 	10,471,900	  	 	 	10,705,100	  	
Less current portion	  	 	(151,400	) 	 	 	(214,000	) 	
	  	 	 	 	 	 	 	 	
Long-term debt and capital lease obligations	  	$	10,320,500	  	 	$	10,491,100	  	
	  	 	 	 	 	 	 	 	
Recent Financing Transactions
January 2014 Amendment to the Senior Secured Credit Facilities
On January 23, 2014, UCI entered into an amendment (the “January 2014 Amendment”) to its bank credit agreement governing UCI’s senior secured revolving credit facility and senior secured term loan facility, which are referred to collectively as the “Senior Secured Credit Facilities.” The January 2014 Amendment, among other things, facilitated the incurrence of replacement term loans in an aggregate principal amount of approximately $3,376.7 million (comprising (x) new replacement term loans in an aggregate principal amount of approximately $288.4 million and (y) converted replacement term loans in an aggregate principal amount of approximately $3,088.3 million) to refinance and/or modify the interest rate with respect to certain existing term loans due 2020. The replacement term loans mature on March 1, 2020 and bear interest, at UCI’s option, either at the alternate base rate plus an applicable margin of 2.0% per annum or an adjusted LIBO Rate (with an interest rate floor of 1.0%) plus an applicable margin of 3.0% per annum.
June 2013 Amendment to the Accounts Receivable Sale Facility
On June 28, 2013, UCI entered into an amendment to its accounts receivable sale facility (as amended, the “Facility”). The amendment, among other things, increased the borrowing capacity from $300.0 million to $400.0 million and extended the maturity date of the Facility from June 4, 2016 to June 28, 2018 (or, if earlier, the ninetieth (90 th ) day prior to the scheduled maturity of any indebtedness in an aggregate principal amount greater than or equal to $250,000,000 outstanding under UCI’s Credit Agreement (as defined in the receivables purchase agreement relating to the Facility (as amended, the “Receivables Purchase Agreement”)). The amendment also lowered the interest rate on the borrowings under the Facility to a LIBOR rate (without a floor) plus a margin of 2.25% per annum.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
May 2013 Amendment to the Senior Secured Credit Facilities
On May 29, 2013, UCI entered into an amendment (the “May 2013 Amendment”) to its bank credit agreement governing UCI’s Senior Secured Credit Facilities. The May 2013 Amendment, among other things, (a) increased the commitments under the existing revolving credit facility from $487.6 million to $550.0 million and paid an upfront fee with respect to such new commitments under the existing revolving credit facility in an amount equal to 0.50% thereof; (b) increased the aggregate principal amount of term loans outstanding under the existing term loan facility by an aggregate principal amount of $400.0 million; and (c) facilitated the incurrence of $850.0 million of additional indebtedness to extend (by way of refinancing indebtedness) the maturity dates of UCI’s existing outstanding term loans due 2017, on terms and conditions substantially similar to UCI’s existing term loans due 2020 discussed below. The increased and newly extended term loans mature on March 1, 2020 and bear interest, at UCI’s option, either at the alternate base rate plus an applicable margin of 2.0% per annum or an adjusted LIBO Rate (with an interest floor of 1.0%) plus an applicable margin of 3.0% per annum. The increased revolving commitments were issued at and subject to the same terms as the new revolving credit commitments from the February 2013 Amendment discussed below. The May 2013 Amendment also included certain other non-economic modifications to the Senior Secured Credit Facilities.
May 2013 Offering of the 2023 Senior Secured Notes
On May 21, 2013, UCI issued $700.0 million aggregate principal amount of the 5.125% senior secured notes due 2023 (the “2023 senior secured notes”). The net proceeds from the sale of the 2023 senior secured notes were used to repay all of the remaining $153.1 million of UCI’s senior secured term loans due 2014 and $534.9 million of UCI’s senior secured term loans due 2017, plus, in each case, accrued and unpaid interest thereon plus any fees and expenses related thereto. See “Debt Instruments—Senior Secured Notes—5.125% due 2023” below.
February 2013 Amendment to the Senior Secured Credit Facilities
On February 28, 2013, UCI entered into an amendment (the “February 2013 Amendment”) to its credit agreement governing UCI’s Senior Secured Credit Facilities. The February 2013 Amendment, among other things, extended the maturity dates of all or a portion of its existing term loans having maturity dates in 2014 and 2017 and its existing revolving credit commitments having maturity dates in 2014 and 2016. Such extensions were achieved through a combination of rollovers (or cashless conversions) of its existing term loans and/or its existing revolving credit commitments and with the proceeds of new term loans and new revolving credit commitments made by one or more new or existing lenders. The newly extended term loans were issued at 99.5% of par value, mature on March 1, 2020 and bear interest, at UCI’s option, either at the alternate base rate plus an applicable margin of 2.5% per annum or an adjusted LIBO Rate (with an interest rate floor of 1.25%) plus an applicable margin of 3.5% per annum, in each case, subject to step-downs in the margin similar to those applicable to its existing term loan facility. The new revolving credit commitments were subject to an upfront fee of 0.50% of the amount of such facility, mature on March 1, 2018, are subject to an unused line fee consistent with that previously applicable to the existing revolving credit facility and bear interest, at UCI’s option, either at the alternate base rate plus an applicable margin of 2.5% per annum or an adjusted LIBO Rate (with no interest rate floor) plus an applicable margin of 3.5% per annum, in each case, subject to step-downs in the margin similar to those applicable to its previous revolving credit facility. The February 2013 Amendment also included certain other non-economic modifications to the Senior Secured Credit Facilities.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
September 2012 Offering of the Additional 2022 Senior Secured Notes
On September 19, 2012, UCI issued an additional $600.0 million aggregate principal amount of the 6.75% senior secured notes due 2022 (the “additional 2022 senior secured notes,” and together with the initial 2022 senior secured notes issued in August 2012, the “2022 senior secured notes”). The proceeds from the sale of the additional 2022 senior secured notes were used to repay $45.6 million of UCI’s senior secured term loans due 2014 and $562.7 million of UCI’s senior secured term loans due 2017, plus, in each case, accrued and unpaid interest thereon plus any fees and expenses related thereto. See “Debt Instruments—Senior Secured Notes—6.75% due 2022” below.
August 2012 Offering of the Initial 2022 Senior Secured Notes
On August 29, 2012, UCI issued $625.0 million aggregate principal amount of the 6.75% senior secured notes due 2022 (the “initial 2022 senior secured notes”). The proceeds from the sale of the initial 2022 senior secured notes were used to repay $46.1 million of UCI’s senior secured term loans due 2014 and $569.5 million of UCI’s senior secured term loans due 2017, plus, in each case, accrued and unpaid interest thereon plus any fees and expenses related thereto. See “Debt Instruments—Senior Secured Notes—6.75% due 2022” below.
February 2012 Offering of the Additional 2019 Senior Secured Notes
On February 7, 2012, UCI issued an additional $600.0 million aggregate principal amount of the 6.875% senior secured notes due 2019 (the “additional 2019 senior secured notes,” and together with the initial 2019 senior secured notes issued in May 2011, the “2019 senior secured notes”). The net proceeds from the sale of the additional 2019 senior secured notes were used to repay $596.0 million of UCI’s senior secured term loans due 2014, plus related fees and expenses. See “Debt Instruments—Senior Secured Notes—6.875% due 2019” below.
Loss on Extinguishment of Debt
For the years ended December 31, 2014, 2013 and 2012, the Company recorded a loss on extinguishment of debt of $17.2 million, $10.0 million and $2.6 million, respectively, as a result of refinancing UCI’s debt. The loss includes a premium, fees, the write-off of certain unamortized deferred financing costs and the write-off of certain unamortized discount and premium related to instruments that were repaid.
Debt Instruments
Senior Secured Credit Facilities
Bank senior secured revolving credit facility —The February 2013 Amendment established a revolving credit facility of $487.6 million that will mature on March 1, 2018, replacing UCI’s prior revolving credit facility, discussed below under “—Extinguished Debt Instruments.” The size of the new revolving credit facility can be increased upon receipt of additional commitments therefor up to $550.0 million without otherwise impacting the amount available for revolving credit commitment increases under the Senior Secured Credit Facilities’ incremental facility provisions. The applicable margin payable as interest thereon is either 2.5% per annum with respect to revolving loans bearing interest at the alternate base rate or 3.5% per annum with respect to revolving loans bearing interest at an adjusted LIBO Rate, in each case, with no interest rate floor (subject to agreed-upon step-downs in such margins upon the achievement of certain leverage ratios). In May 2013, UCI achieved a step-down in the applicable margin of 0.25%.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The May 2013 Amendment increased the amount of commitments under the revolving credit facility that will mature on March 1, 2018 to $550.0 million. The applicable margin payable as interest thereon following the May 2013 Amendment is the same as the new applicable margin payable on the new revolving credit facility from the February 2013 Amendment described above.
At December 31, 2014, there were no loans outstanding on the revolving credit facility. At December 31, 2014, after giving effect to borrowings and outstanding letters of credit, UCI has $540.3 million available on the revolving credit facility.
Bank senior secured term loan facility maturing in 2020 —The February 2013 Amendment established a new term loan facility maturing on March 1, 2020. The May 2013 Amendment then increased the aggregate principal amount outstanding under the term loan facility established by the February 2013 Amendment by $400 million and facilitated the incurrence of $850 million of additional indebtedness by extending (by way of refinancing indebtedness) the maturity dates of UCI’s existing outstanding term loans due 2017 until March 1, 2020. The new term loans under the increased term loan facility and the refinanced term loans bear interest, at UCI’s option, either at the alternate base rate plus an applicable margin of 2.0% per annum or an adjusted LIBO Rate (with an interest rate floor of 1.0%) plus an applicable margin of 3.0% per annum. Commencing June 28, 2013, UCI has been required to make a quarterly payment of 0.25% of the aggregate principal amount of this facility. As of December 31, 2014, the total aggregate principal amount was $1,228.0 million.
The January 2014 Amendment, among other things, facilitated the incurrence of replacement term loans in an aggregate principal amount of approximately $3,376.7 million (comprising (x) new replacement term loans in an aggregate principal amount of approximately $288.4 million and (y) converted replacement term loans in an aggregate principal amount of approximately $3,088.3 million) to refinance and/or modify the interest rate with respect to certain existing term loans due 2020. The replacement term loans mature on March 1, 2020 and bear interest, at UCI’s option, either at the alternate base rate plus an applicable margin of 2.0% per annum or an adjusted LIBO Rate (with an interest rate floor of 1.0%) plus an applicable margin of 3.0% per annum. Commencing March 31, 2014, UCI has been required to make a quarterly payment of 0.25% of the aggregate principal amount of this facility. As of December 31, 2014, the total aggregate principal amount was $3,342.6 million and the remaining unamortized original issue discount (which had been associated with the term loans that were modified) was $12.9 million. The original issue discount is amortized over the term of the replacement term loans.
For the year ended December 31, 2014, the effective interest rate related to UCI’s senior secured term loans in total was 4.76%, including the impact of the interest rate swaps, and 4.09% excluding the impact of the interest rate swaps.
The credit agreement governing the Senior Secured Credit Facilities also provides that UCI may increase its revolving credit facilities and/or term loan facilities by up to $750.0 million if certain conditions are met (including the receipt of commitments therefor). Additionally, UCI is permitted to further refinance (whether by repayment, conversion or extension) UCI’s Senior Secured Credit Facilities (including the extended credit facilities) with certain permitted additional first-lien, second-lien, senior and/or subordinated indebtedness, in each case, if certain conditions are met.
Senior Secured Notes—6.875% due 2019
The 2019 senior secured notes are eight year notes. UCI issued $600.0 million aggregate principal amount of the initial 2019 senior secured notes on May 9, 2011 pursuant to an indenture dated as of May 9, 2011. On
 
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December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
February 7, 2012, UCI issued $600.0 million aggregate principal amount of the additional 2019 senior secured notes under the same indenture. The 2019 senior secured notes offered in May 2011 and February 2012 are treated as a single series and have the same terms. The 2019 senior secured notes mature on May 15, 2019 and pay interest on May 15 and November 15 of each year. Interest on the 2019 senior secured notes accrues at a fixed rate of 6.875% per annum and is payable in cash. At December 31, 2014, the outstanding principal balance of the 2019 senior secured notes was $1,200.0 million and the remaining unamortized original issue discount was $3.0 million. The 2019 senior secured notes are secured by a first priority lien (subject to permitted liens) on substantially all assets that currently secure UCI’s Senior Secured Credit Facilities.
On and after May 15, 2015, the 2019 senior secured notes may be redeemed, at UCI’s option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2019 senior secured notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2019 senior secured notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve month period beginning on May 15 of each of the following years: 2015 (103.438%), 2016 (101.719%), 2017 and thereafter (100.0%). UCI also may redeem any of the 2019 senior secured notes at any time prior to May 15, 2015 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. If UCI undergoes a change of control, it may be required to offer to purchase the 2019 senior secured notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. Subject to certain exceptions and customary reinvestment rights, UCI is required to offer to repay 2019 senior secured notes at par with the proceeds of certain assets sales.
Senior Secured Notes—7.875% due 2020
The 7.875% senior secured notes due 2020 (the “2020 senior secured notes”) are ten year notes maturing November 1, 2020 and paying interest on May 1 and November 1 of each year. Interest on the 2020 senior secured notes accrues at a fixed rate of 7.875% per annum and is payable in cash. The 2020 senior secured notes were issued on October 26, 2010. At December 31, 2014, the outstanding principal balance of the 2020 senior secured notes was $750.0 million. The 2020 senior secured notes are secured by a first priority lien (subject to permitted liens) on substantially all assets that currently secure UCI’s Senior Secured Credit Facilities.
On or after November 1, 2015, the 2020 senior secured notes may be redeemed, at UCI’s option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2020 senior secured notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2020 senior secured notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve month period beginning on November 1 of each of the following years: 2015 (103.938%), 2016 (102.625%), 2017 (101.313%), 2018 and thereafter (100.0%). UCI also may redeem any of the 2020 senior secured notes at any time prior to November 1, 2015 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. If UCI undergoes a change of control, it may be required to offer to purchase the 2020 senior secured notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. Subject to certain exceptions and customary reinvestment rights, UCI is required to offer to repay 2020 senior secured notes at par with the proceeds of certain assets sales.
Senior Notes—8.5% due 2021
The 8.5% senior notes due 2021 (the “2021 senior notes”) are ten year notes. UCI issued $500.0 million aggregate principal amount of the initial 2021 senior notes (the “initial 2021 senior notes”) on November 23,
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
2010 pursuant to an indenture dated as of November 23, 2010. On January 13, 2011, UCI issued an additional $315.0 million aggregate principal amount of the additional 2021 senior notes (the “additional 2021 senior notes” and together with the initial 2021 senior notes, the “2021 senior notes”) under the same indenture. The initial 2021 senior notes and the additional 2021 senior notes are treated as a single series and have the same terms. They mature on May 15, 2021 and pay interest on May 15 and November 15 of each year. Interest on the 2021 senior notes accrues at a fixed rate of 8.5% per annum and is payable in cash. At December 31, 2014, the outstanding principal balance of the 2021 senior notes was $815.0 million and the remaining unamortized premium was $3.9 million.
On or after November 15, 2015, the 2021 senior notes may be redeemed, at UCI’s option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2021 senior notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2021 senior notes to be redeemed) plus accrued interest and unpaid interest thereon to the applicable redemption date if redeemed during the twelve-month period beginning on November 15 of each of the following years: 2015 (104.250%), 2016 (102.833%), 2017 (101.417%), 2018 and thereafter (100.0%). UCI also may redeem any of the 2021 senior notes at any time prior to November 15, 2015 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. If UCI undergoes a change of control, it may be required to offer to purchase the 2021 senior notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. Subject to certain exceptions and customary reinvestment rights, UCI is required to offer to repay 2021 senior notes at par with the proceeds of certain assets sales.
Senior Secured Notes—6.75% due 2022
The 2022 senior secured notes are ten year notes. UCI issued $625.0 million aggregate principal amount of the initial 2022 senior secured notes on August 29, 2012 pursuant to an indenture dated as of August 29, 2012. On September 19, 2012, UCI issued $600.0 million aggregate principal amount of the additional 2022 senior secured notes under the same indenture. The initial 2022 senior secured notes and the additional 2022 senior secured notes are treated as a single series and have the same terms. The 2022 senior secured notes mature on September 15, 2022 and pay interest on March 15 and September 15 of each year. Interest on the 2022 senior secured notes accrues at a fixed rate of 6.75% per annum and is payable in cash. On March 20, 2014 UCI redeemed $117.1 million aggregate principal amount of the 2022 senior secured notes at a redemption price equal to 106.750% of the aggregate principal amount of the 2022 senior secured notes redeemed, plus accrued and unpaid interest thereon, pursuant to the Equity Claw (as defined below). At December 31, 2014, the outstanding principal balance of the 2022 senior secured notes was $1,107.9 million and the remaining unamortized premium was $12.9 million. The 2022 senior secured notes are secured by a first priority lien (subject to permitted liens) on substantially all assets that currently secure UCI’s Senior Secured Credit Facilities.
On and after September 15, 2017, the 2022 senior secured notes may be redeemed, at UCI’s option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2022 senior secured notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2022 senior secured notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve month period beginning on September 15 of each of the following years: 2017 (103.375%), 2018 (102.250%), 2019 (101.125%), 2020 and thereafter (100.0%). In addition, until September 15, 2015, UCI may redeem up to 40% of the outstanding 2022 senior secured notes with the net proceeds it raises in one or more equity offerings at a redemption price equal to 106.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable redemption
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
date (the “Equity Claw”). UCI also may redeem any of the 2022 senior secured notes at any time prior to September 15, 2017 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. If UCI undergoes a change of control, it may be required to offer to purchase the 2022 senior secured notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. Subject to certain exceptions and customary reinvestment rights, UCI is required to offer to repay 2022 senior secured notes at par with the proceeds of certain assets sales.
Senior Secured Notes—5.125% due 2023
The 2023 senior secured notes are ten year notes. UCI issued $700.0 million aggregate principal amount of the 2023 senior secured notes on May 21, 2013 pursuant to an indenture dated as of May 21, 2013. The 2023 senior secured notes mature on May 15, 2023 and pay interest on May 15 and November 15 of each year. Interest on the 2023 senior secured notes accrues at a fixed rate of 5.125% per annum and is payable in cash. At December 31, 2014, the outstanding principal balance of the 2023 senior secured notes was $700.0 million. The 2023 senior secured notes are secured by a first priority lien (subject to permitted liens) on substantially all assets that currently secure UCI’s Senior Secured Credit Facilities.
On and after May 15, 2018, the 2023 senior secured notes may be redeemed, at UCI’s option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2023 senior secured notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2023 senior secured notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve month period beginning on May 15 of each of the following years: 2018 (102.563%), 2019 (101.708%), 2020 (100.854%), 2021 and thereafter (100.0%). In addition, until May 15, 2016, UCI may redeem up to 40% of the outstanding 2023 senior secured notes with the net proceeds it raises in one or more equity offerings at a redemption price equal to 105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable redemption date. UCI also may redeem any of the 2023 senior secured notes at any time prior to May 15, 2018 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. If UCI undergoes a change of control, it may be required to offer to purchase the 2023 senior secured notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. Subject to certain exceptions and customary reinvestment rights, UCI is required to offer to repay 2023 senior secured notes at par with the proceeds of certain assets sales.
Convertible Debentures—1.5% due 2025
The convertible debentures are 15 year debentures maturing December 31, 2025, totaling $1,125.0 million in aggregate principal amount. Interest on the debentures accrues at a fixed rate of 1.5% per annum and is payable quarterly in arrears in cash. Univision’s obligation to pay interest under the debentures is supported by a letter of credit, as required by the terms of the debentures, as more fully described below. In connection with Televisa’s investment in Univision, Univision issued these debentures, which are convertible into 4,858,485 shares (subject to adjustment as provided in the debentures) of Class C common stock (or, in certain circumstances, Class A or Class D common stock or warrants convertible into Class A, Class C or Class D common stock, as applicable, of Univision) (which represents 30% of the equity interests of Univision on a fully-diluted, as-converted basis). The debentures are held by affiliates of Televisa, by limited liability corporations associated with the Company’s consulting arrangement with its chairman of the Board of Directors and, in each case, their successors and permitted assigns. At December 31, 2014, the outstanding principal balance of the convertible debentures was $1,125.0 million and the remaining unamortized premium was $25.5 million.
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Conversion of the debentures is subject to applicable laws and regulations and certain contractual limitations. Generally, the holder of the debentures may convert the debentures, subject to certain limitations, as follows:
 
 	•	 	at any time after December 20, 2011, provided that if such holder is a Non-U.S. Holder (as defined in the debentures) that is not a Televisa Investor (as defined in the debentures), such holder must transfer the shares received upon conversion to a third party who is a U.S. Person (as defined in the debentures) within two business days of such conversion;	
 
 	•	 	at any time if such conversion would not cause Televisa to exceed the ownership caps set forth in the Amended and Restated Stockholders’ Agreement dated as of December 20, 2010 by and among Univision, Broadcast Holdings, UCI and certain stockholders of Univision (the “Stockholders Agreement”);	
 
 	•	 	into warrants exercisable for shares of Class A, Class C or Class D, as applicable, common stock at any time, if (a) a Televisa Investor notifies Univision that holding debentures instead of warrants would have a significant negative economic or regulatory impact on Televisa and (b) the Board of Directors of Univision determines that Televisa’s ownership of warrants would be permitted under applicable laws (including FCC foreign ownership restrictions) and would not impact the FCC’s approval of a change of control transaction;	
 
 	•	 	into warrants on the second business day prior to Univision’s redemption of the debentures; and	
 
 	•	 	at any time after the 60th day prior to the maturity date of December 31, 2025.	
The holders of the debentures receive certain anti-dilution protections, including an adjustment of the conversion price in the event of a stock split, dividend, recapitalization or reclassification of certain classes of Univision’s stock and certain distributions made in respect of certain classes of Univision’s stock. Additionally Univision is subject to certain restrictive covenants preventing it from taking certain actions, including without limitation, issuing preferred stock and entering into certain business combinations. Univision is also subject to certain information reporting requirements.
In certain circumstances, Univision is required to pay a make-whole payment to the holders of the debentures in an amount equal to the present value of all required interest payments payable through the maturity date. These circumstances include, but are not limited to (i) an acceleration of all payments due under the debentures due to the existence of an event of default, (ii) the Company’s exercise of its right to redeem the debentures on or after December 31, 2024 and prior to maturity or after a change of control (or Televisa’s exercise of its right to convert the debentures prior to such redemption), and (iii) in the event of a change of control of Univision in which Televisa rolls its interest into ownership interests in the acquiring entity, and the receipt of such ownership interests would cause Televisa to exceed the ownership caps set forth in the Stockholders’ Agreement. The fair value of Univision’s make-whole obligation was estimated by management and was determined to be immaterial.
In connection with the debentures, on December 20, 2010, Univision entered into an agreement with Deutsche Bank Trust Company Americas (“Deutsche Bank”) relating to the issuance of standby letters of credit. Under that agreement, Deutsche Bank agreed to issue a letter of credit with an initial face amount of $90.0 million to support the payment of Univision’s interest obligations under the debentures. The letter of credit may only be drawn by the holders of the debentures under limited circumstances, including a payment event of default or bankruptcy event of default under the debentures. Univision’s payment obligations under the letter of credit
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
are fully cash collateralized by $92.7 million held in an interest-bearing account which is reflected as restricted cash on the Company’s balance sheet. Univision’s agreement with Deutsche Bank contains certain restrictions on the activities of Univision, including making certain modifications to the debentures and engaging in material business activities or having material liabilities other than those associated with its ownership of its subsidiaries and obligations in respect of the letter of credit documents and the Televisa transaction documents.
Accounts Receivable Facility
On June 28, 2013, UCI entered into an amendment to the Facility, which, among other things, (i) extended the maturity date of the Facility to June 28, 2018 (or, if earlier, the ninetieth (90th) day prior to the scheduled maturity of any indebtedness in an aggregate principal amount greater than or equal to $250,000,000 outstanding under UCI’s Credit Agreement (as defined in the Receivables Purchase Agreement)), (ii) increased the borrowing capacity under the Facility by $100.0 million, to $400.0 million, (iii) reduced the term component of the Facility to $100.0 million and increased the borrowing capacity under the revolving component to $300.0 million, subject to the availability of qualifying receivables, (iv) lowered the interest rate on the borrowings under the Facility to a LIBOR rate (without a floor) plus a margin of 2.25% per annum and (v) lowered the commitment fee on the unused portion of the Facility to 0.50% per annum. Interest is paid monthly on the Facility. At December 31, 2014, the amount outstanding under the Facility was $100.0 million and the interest rate was 2.41%.
Under the terms of the Facility, certain subsidiaries of UCI sell accounts receivable on a true sale and non-recourse basis to their respective wholly-owned special purpose subsidiaries, and these special purpose subsidiaries in turn sell such accounts receivable to Univision Receivables Co., LLC, a bankruptcy-remote subsidiary in which certain special purpose subsidiaries of UCI and its parent, Univision, each holds a 50% voting interest (the “Receivables Entity”). Thereafter, the Receivables Entity sells to investors, on a revolving non-recourse basis, senior undivided interests in such accounts receivable pursuant to the Receivables Purchase Agreement. UCI (through certain special purpose subsidiaries) holds a 100% economic interest in the Receivables Entity. The assets of the special purpose entities and the Receivables Entity are not available to satisfy the obligations of UCI or its other subsidiaries.
The Facility is comprised of a $100.0 million term component and a $300.0 million revolving component subject to the availability of qualifying receivables. At December 31, 2014, UCI had $100.0 million outstanding under the term component and no balance outstanding under the revolving component. In addition, the Receivables Entity is obligated to pay a commitment fee to the purchasers, such fee to be calculated based on the unused portion of the Facility. The Receivables Purchase Agreement contains customary default and termination provisions, which provide for the early termination of the Facility upon the occurrence of certain specified events including, but not limited to, failure by the Receivables Entity to pay amounts due, defaults on certain indebtedness, change in control, bankruptcy and insolvency events. The Receivables Entity is consolidated in the Company’s consolidated financial statements.
During the years ended December 31, 2014, 2013 and 2012, the Company recorded interest expense of $3.0 million, $5.8 million and $8.9 million, respectively, related to the Facility.
Extinguished Debt Instruments
Bank senior secured term loan facility maturing in 2020 —The February 2013 Amendment established a new term loan facility maturing on March 1, 2020. The new term loan facility was funded through a combination
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
of rollovers (or cashless conversions) of UCI’s existing term loans and with the proceeds of new term loans made by one or more new or existing lenders. UCI converted $108.8 million and $2,193.4 million of borrowings under the non-extended and extended portions, respectively, of the original term loans and received $1,100.0 million in proceeds from the new senior secured term loans. The February 2013 Amendment required the payment of original issue discount in respect thereof of $17.0 million, which is 0.50% of the principal amount thereof, resulting in a lower effective yield. Prior to the January 2014 Amendment, the total aggregate principal amount was $3,376.7 million and the remaining unamortized original issue discount was $15.1 million. The facility was replaced by the January 2014 Amendment which, among other things, facilitated the incurrence of replacement term loans in an aggregate principal amount of approximately $3,376.7 million that will mature on March 1, 2020. See “Recent Financing Transactions—January 2014 Amendment to the Senior Secured Credit Facilities” above.
Bank senior secured revolving credit facility maturing in 2014 or 2016 —Prior to the February 2013 Amendment, UCI had borrowings under a previous bank senior secured revolving credit facility. The facility was bifurcated so that borrowings under the non-extended revolving credit facility would have matured on March 29, 2014 and borrowings under the extended revolving credit facility would have matured on March 29, 2016. The commitments in respect of the extended and non-extended revolving facility were $409.0 million and $43.2 million, respectively, prior to the February 2013 Amendment. The facility was replaced with a new revolving credit facility of $550.0 million that will mature in March 2018. See “Recent Financing Transactions—May 2013 Amendment to the Senior Secured Credit Facilities,” “Recent Financing Transactions—February 2013 Amendment to the Senior Secured Credit Facilities” and “Debt Instruments—Senior Secured Credit Facilities” above.
Bank senior secured term loan facility maturing in 2014 or 2017 —As of December 31, 2012, UCI had borrowings under a bank senior secured term loan facility which consisted of non-extended term loans maturing on September 29, 2014 and extended term loans maturing on March 31, 2017. The borrowings in respect of these term loans have since been refinanced into the bank senior secured term loan facility maturing in 2020, the 2023 senior secured notes, and the incremental bank senior secured term loan facility maturing in 2020 described above. The commitments in respect of the extended and non-extended term loans were $4,513.2 million and $365.6 million, respectively, prior to the refinancing. See “Recent Financing Transactions—May 2013 Amendment to the Senior Secured Credit Facilities,” “Recent Financing Transactions—May 2013 Offering of the 2023 Senior Secured Notes” and “Recent Financing Transactions—February 2013 Amendment to the Senior Secured Credit Facilities” above.
Other Matters Related to Debt
Voluntary prepayment of principal amounts outstanding under the Senior Secured Credit Facilities is permitted at any time; however, if a prepayment of principal is made with respect to an adjusted LIBO loan on a date other than the last day of the applicable interest period, the lenders will require compensation for any funding losses and expenses incurred as a result of the prepayment. In addition, the Senior Secured Credit Facilities contain provisions requiring mandatory prepayments if UCI achieves certain levels of excess cash flow as defined in the credit agreement or from the proceeds of asset dispositions, casualty events or debt incurrences.
The agreements governing the Senior Secured Credit Facilities and the senior notes contain various covenants and a breach of any covenant could result in an event of default under those agreements. If any such event of default occurs, the lenders of the Senior Secured Credit Facilities or the holders of the senior notes may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings,
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. In addition, an event of default under the indentures governing the senior notes would cause an event of default under the Senior Secured Credit Facilities, and the acceleration of debt under the Senior Secured Credit Facilities or the failure to pay that debt when due would cause an event of default under the indentures governing the senior notes (assuming certain amounts of that debt were outstanding at the time). The lenders under the Senior Secured Credit Facilities also have the right upon an event of default thereunder to terminate any commitments they have to provide further borrowings. Further, following an event of default under the Senior Secured Credit Facilities, the lenders will have the right to proceed against the collateral. The Senior Secured Credit Facilities, the 2023 senior secured notes, the 2022 senior secured notes, the 2020 senior secured notes and the 2019 senior secured notes are secured by, among other things (a) a first priority security interest in substantially all of the assets of UCI, and UCI’s material restricted domestic subsidiaries (subject to certain exceptions), as defined, including without limitation, all receivables, contracts, contract rights, equipment, intellectual property, inventory, and other tangible and intangible assets, subject to certain customary exceptions; (b) a pledge of (i) all of the present and future capital stock of each subsidiary guarantor’s direct domestic subsidiaries and the direct domestic subsidiaries of UCI and (ii) 65% of the voting stock of each of UCI’s and each guarantor’s material direct foreign subsidiaries, subject to certain exceptions; and (c) all proceeds and products of the property and assets described above. In addition, the Senior Secured Credit Facilities (but not the 2023 senior secured notes, the 2022 senior secured notes, the 2020 senior secured notes or the 2019 senior secured notes) are secured by all of the assets of Broadcast Holdings and a pledge of the capital stock of UCI and all proceeds of the foregoing.
Additionally, the agreements governing the Senior Secured Credit Facilities and the senior notes include various restrictive covenants (including in the credit agreement when there are certain amounts outstanding under the senior secured revolving credit facility on the last day of a fiscal quarter, a first lien debt ratio covenant) which, among other things, limit the incurrence of indebtedness, making of investments, payment of dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements. The credit agreement and the indentures governing the senior notes thereunder allow UCI to make certain pro forma adjustments for purposes of calculating certain financial ratios, some of which would be applied to adjusted operating income before depreciation and amortization (“Bank Credit Adjusted OIBDA”). UCI is in compliance with these covenants under the agreements governing its Senior Secured Credit Facilities and senior notes.
UCI owns several wholly-owned early stage ventures which have been designated as “unrestricted subsidiaries” for purposes of its credit agreement governing the Senior Secured Credit Facilities and indentures governing the senior notes. The results of these unrestricted subsidiaries are excluded from Bank Credit Adjusted OIBDA in accordance with the definition in the credit agreement and the indentures governing the senior notes. As unrestricted subsidiaries, the operations of these subsidiaries are excluded from, among other things, covenant compliance calculations and compliance with the affirmative and negative covenants of the credit agreement governing the Senior Secured Credit Facilities and indentures governing the senior notes. UCI may redesignate these subsidiaries as restricted subsidiaries at any time at its option, subject to compliance with the terms of its credit agreement governing the Senior Secured Credit Facilities and indentures governing the senior notes.
The subsidiary guarantors under UCI’s Senior Secured Credit Facilities and senior notes are substantially all of UCI’s domestic subsidiaries. The subsidiaries that are not guarantors include certain immaterial subsidiaries, special purpose subsidiaries that are party to UCI’s Facility and the designated unrestricted subsidiaries. The guarantees are full and unconditional and joint and several. Univision Communications Inc. has no independent assets or operations.
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
UCI and its subsidiaries, affiliates or significant shareholders may from time to time, in their sole discretion, purchase, repay, redeem or retire any of UCI’s outstanding debt or equity securities (including any privately placed debt securities with an established trading market), in privately negotiated or open market transactions, by tender offer or otherwise.
Contractual maturities of long-term debt for the five years subsequent to December 31, 2014 are as follows:

Year	  	Amount	 	
2015	  	$	45,800	  	
2016	  	 	46,300	  	
2017	  	 	46,300	  	
2018 (a)	  	 	146,300	  	
2019	  	 	1,246,300	  	
Thereafter	  	 	8,837,500	  	
	  	 	 	 	
	  	$	10,368,500	  	
Less current portion	  	 	(145,800	) 	
	  	 	 	 	
Long-term debt, excluding capital leases	  	$	10,222,700	  	

(a)	Includes UCI’s revolving credit facility and accounts receivable sale facility which mature in 2018.	
10. Interest Rate Swaps
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. UCI has agreements with each of its interest rate swap counterparties which provide that UCI could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to UCI’s default on the indebtedness.
For interest rate swap contracts accounted for as cash flow hedges, the effective portion of the change in fair value is recorded in accumulated other comprehensive loss (“AOCL”), net of tax, and is reclassified to earnings as an adjustment to interest expense in the same period or periods that the hedged transactions impact earnings. The ineffective portion of the change in fair value, if any, is recorded directly to current period earnings through interest rate swap (income) expense. For interest rate swap contracts not designated as hedging instruments, the interest rate swaps are marked to market with the change in fair value recorded directly in earnings through interest rate swap (income) expense. While UCI does not enter into interest rate swap contracts for speculative purposes, three out of five of its interest rate swap contracts as of December 31, 2014 are not accounted for as cash flow hedges (“nondesignated instruments”). For two of the nondesignated instruments, the Company ceased applying hedge accounting as a result of debt refinancing. The third nondesignated instrument was entered into to offset the effect of the other nondesignated instruments.
UCI’s current interest rate swap contracts as discussed below effectively convert the interest payable on $2.5 billion of variable rate debt into fixed rate debt, at a weighted-average rate of approximately 2.25% through the expiration of the term loans in the first quarter of 2020.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Interest Rate Swaps Entered into in 2010 —In June 2010, UCI entered into three interest rate swap contracts related to UCI’s senior secured term loan with a combined notional value of $4.0 billion (the “2010 interest rate swap contracts”) which expired in June 2013. Initially, these interest rate swaps were accounted for as cash flow hedges. Due to the February 2013 Amendment and May 2013 Amendment to the Senior Secured Credit Facilities, the Company ceased applying hedge accounting on the 2010 interest rate swap contracts. Subsequent to the discontinuation of cash flow hedge accounting, the 2010 interest rate swap contracts were marked to market, with the change in fair value recorded directly in earnings, and the unrealized loss related to these interest rate swaps up to the point cash flow hedge accounting was discontinued was amortized from AOCL into earnings.
The amortization of unrealized loss in AOCL of $19.8 million occurred through the original maturity of the 2010 interest rate swap contracts (June 2013) as an increase to interest expense. All of the 2010 interest rate swap contracts expired during 2013. There are no amounts remaining on the balance sheet, and all amounts in AOCL have been amortized to earnings.
Interest Rate Swaps Entered into in 2011 —In November 2011, UCI entered into two interest rate swap contracts with notional amounts of $2.0 billion and $500.0 million, related to UCI’s senior secured term loans, which were to become effective in June 2013 and expire in June 2016. Initially, these interest rate swap contracts were accounted for as cash flow hedges. On February 28, 2013, the Company ceased applying cash flow hedge accounting on both the $2.0 billion notional amount interest rate swap and the $500.0 million notional amount interest rate swap as a result of the February 2013 Amendment to the Senior Secured Credit Facilities. On March 4, 2013, the $2.0 billion notional amount interest rate swap was renegotiated, resulting in a partial termination and replacement of $1.25 billion of its notional amount with a new swap, discussed below under “— Interest Rate Swaps Entered into in 2013. ” For the remaining portion of the original contract with a notional amount of $750.0 million and the $500.0 million notional amount interest rate swap (collectively referred to as the “2011 interest rate swap contracts”), UCI will pay weighted average fixed interest of 1.497% and receive in exchange LIBOR-based floating interest, which is equivalent to the Eurodollar rate. The 2011 interest rate swap contracts became effective at the end of June 2013 and expire in June 2016. The Company redesignated the 2011 interest rate swap contracts as cash flow hedges at the time of the February 2013 Amendment to the Senior Secured Credit Facilities.
On May 21, 2013, the Company ceased applying cash flow hedge accounting on the 2011 interest rate swap contracts as a result of the May 2013 Amendment to the Senior Secured Credit Facilities. Subsequent to the discontinuation of cash flow hedge accounting, the 2011 interest rate swap contracts were marked to market, with the change in fair value recorded directly in earnings. The unrealized loss up to the point cash flow hedge accounting was discontinued (inclusive of the unrealized losses from the discontinuation of cash flow hedge accounting at the time of the February 2013 Amendment to the Senior Secured Credit Facilities noted above) is being amortized from AOCL into earnings. The amortization of $76.0 million of unrealized losses in AOCL will occur through the original maturity of the 2011 interest rate swap contracts (June 2016) as an increase to interest expense.
Interest Rate Swaps Entered into in 2013 —As discussed above, on March 4, 2013, UCI renegotiated the $2.0 billion notional amount interest rate swap contract entered into in November 2011, resulting in a partial termination and replacement with a new interest rate swap contract with a notional amount of $1.25 billion and a remaining portion of the original swap with a notional amount of $750.0 million. For the new interest rate swap contract with a notional amount of $1.25 billion, UCI will pay fixed interest of 2.563% and receive in exchange LIBOR-based floating interest, subject to a minimum of 1.25%. This contract became effective at the end of June
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
2013 and expires in February 2020. The Company designated this contract as a cash flow hedge at its inception. As part of the January 2014 Amendment to the Senior Secured Credit Facilities, UCI renegotiated this interest rate swap contract in order to reflect the interest rate floor of 1.0% on the new term loans. Under the amended contract, UCI will pay fixed interest of 2.4465% and receive in exchange LIBOR-based floating interest, subject to a minimum of 1.0%. The contract was de-designated and redesignated at the time of the amendment on January 23, 2014. The amortization of $26.1 million of unrealized gains in AOCL at the time of de-designation will occur through the maturity date of the contract (February 2020) as a decrease to interest expense.
On May 29, 2013, UCI entered into two interest rate swap contracts. The first contract has a notional value of $1.25 billion, and UCI will pay LIBOR-based floating interest and receive in exchange fixed interest of 0.60% (the “reverse swap”). The reverse swap became effective at the end of June 2013 and expires in June 2016. The reverse swap is marked to market, with the change in fair value recorded directly in earnings. The reverse swap was executed to offset the future mark-to-market amounts that will be recognized in earnings on the 2011 interest rate swap contracts that were de-designated on May 21, 2013. UCI also entered into a second interest rate swap contract with a notional value of $1.25 billion (which together with the $1.25 billion notional amount interest rate swap discussed above that was executed in March 2013 are collectively referred to as the “2013 interest rate swap contracts”), and UCI will pay fixed interest of 2.0585% and receive in exchange LIBOR-based floating interest, subject to a minimum of 1.00%. This contract became effective at the end of June 2013 and expires in February 2020. The Company designated this contract as a cash flow hedge at its inception. The contract was then de-designated as of November 30, 2013 and redesignated as of December 1, 2013 to better align with UCI’s forecasted interest payments. The amortization of $11.0 million of unrealized gains in AOCL at the time of de-designation will occur through the maturity date of the contract (February 2020) as a decrease to interest expense.
Derivatives Designated as Hedging Instruments
As of December 31, 2014, the Company has two effective cash flow hedges, outlined below. These contracts mature in February 2020.

 	  	Number of Instruments	  	Notional	 	
Interest Rate Derivatives	  		  				
2013 Interest Rate Swap Contracts	  	2	  	$	2,500,000,000	  	
Derivatives Not Designated as Hedging Instruments
As of December 31, 2014, the Company has three derivatives not designated as hedges, outlined below. These contracts mature in June 2016.

 	  	Number of Instruments	  	Notional	 	
Interest Rate Derivatives	  		  				
2011 Interest Rate Swap Contracts and the Reverse Swap	  	3	  	$	2,500,000,000	  	
The effective notional amount of the above three instruments is zero. The 2011 interest rate swaps have a combined notional amount of $1.25 billion and pay fixed interest and receive floating interest, while the reverse swap has a notional amount of $1.25 billion and receives an offsetting amount of floating interest while paying fixed interest.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Impact of Interest Rate Derivatives on the Consolidated Financial Statements
The table below presents the fair value of the Company’s derivative financial instruments (both designated and non-designated), as well as their classification on the consolidated balance sheets:

 	  	Consolidated Balance Sheet
Location	  	As of
December 31, 2014	 	  	As of
December 31, 2013	 	
Derivatives Designated as Hedging Instruments	  		  				  				
Interest Rate Swaps—Non-Current Asset	  	Other assets	  	$	—	  	  	$	27,200	  	
Interest Rate Swaps—Non-Current Liability	  	Other long-term liabilities	  	 	34,300	  	  	 	100	  	
Derivatives Not Designated as Hedging Instruments	  		  				  				
Interest Rate Swaps—Non-Current Asset	  	Other assets	  	 	900	  	  	 	—	  	
Interest Rate Swaps—Non-Current Liability	  	Other long-term liabilities	  	 	17,600	  	  	 	29,400	  	
The Company does not offset the fair value of interest rate swaps in an asset position against the fair value of interest rate swaps in a liability position on the balance sheet. As of December 31, 2014, UCI has not posted any collateral related to any of the interest rate swap contracts. If UCI had breached any of these default provisions at December 31, 2014, it could have been required to settle its obligations under the agreements at their termination value of $55.2 million.
The table below presents the effect of the Company’s derivative financial instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012:

Derivatives Designated as
Cash Flow Hedges	 	Amount of
Gain
or (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
on Derivative
(Effective
Portion)	 	 	Location of
Gain
or (Loss)
Reclassified
from AOCL
into Income
(Effective
Portion)	 	Amount of
Gain
or (Loss)
Reclassified
from
AOCL into
Income
(Effective
Portion) (a)	 	 	Location of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)	 	 	Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)	 	
For the year ended December 31, 2014	 	$	(92,100	) 	 	Interest expense	 	$	(49,900	) 	 	 
 	Interest rate swap
income/(expense)	  
  	 	$	(800	) 	
For the year ended December 31, 2013	 	$	41,700	  	 	Interest expense	 	$	(62,700	) 	 	 
 	Interest rate swap
income/(expense)	  
  	 	$	1,600	  	
For the year ended December 31, 2012	 	$	(73,100	) 	 	Interest expense	 	$	(58,100	) 	 	 
 	Interest rate swap
income/(expense)	  
  	 	$	—	  	

(a)	The amount of gain or (loss) reclassified from AOCL into income includes amounts that have been reclassified related to current effective hedging relationships as well as amortizing AOCL amounts related to discontinued cash flow hedging relationships. For the years ended December 31, 2014 and 2013, the Company amortized $19.4 million and $32.3 million, respectively, of net unrealized losses on hedging activities from accumulated other comprehensive loss into interest expense. No amounts of net unrealized losses on hedging activities were amortized from accumulated other comprehensive loss into interest expense during the year ended December 31, 2012.	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
During the next twelve months, from December 31, 2014, approximately $51.2 million of net unrealized losses will be amortized to interest expense (inclusive of the amounts being amortized related to discontinued cash flow hedging relationships).
The table below presents the effect of the Company’s derivative financial instruments not designated as hedging instruments on the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012:

Derivatives Not Designated
as Hedging Instruments	  	Location of Gain or (Loss) Recognized
in Income on Derivative	  	Amount of Gain or (Loss) Recognized
in Income on Derivative	 	
	  		  	    2014    	  	    2013    	 	  	    2012    	 	
For the years ended December 31,	  		  		  				  				
Interest Rate Swaps	  	Interest rate swap income/(expense)	  	$1,300	  	$	2,200	  	  	$	—	  	
11. Earnings (Loss) Per Share
Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) attributable to Univision Holdings, Inc. by the weighted average number of shares of common stock outstanding. The diluted EPS calculation includes the dilutive effect of the Company’s convertible debentures and shares issuable under the Company’s equity-based compensation plans.
The table below presents a reconciliation of net income (loss) attributable to Univision Holdings, Inc. and weighted average shares outstanding used in the calculation of basic and diluted EPS.

(in thousands)	  	2014	 	  	2013	 	  	2012	 	
Net income (loss) attributable to Univision Holdings, Inc. for basic EPS	  	$	1,900	  	  	$	216,200	  	  	$	(14,400	) 	
After tax impact of convertible debentures	  	 	—	  	  	 	9,200	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net income (loss) attributable to Univision Holdings, Inc. for diluted EPS	  	$	1,900	  	  	$	225,400	  	  	$	(14,400	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average shares outstanding for basic EPS	  	 	10,791	  	  	 	10,549	  	  	 	10,552	  	
Dilutive effect of shares associated with convertible debentures	  	 	—	  	  	 	4,858	  	  	 	—	  	
Dilutive effect of equity awards	  	 	119	  	  	 	35	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average shares outstanding for diluted EPS	  	 	10,910	  	  	 	15,442	  	  	 	10,552	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Approximately 0.5 million shares for each of the years ended December 31, 2014, 2013 and 2012 which are issuable under the Company’s equity-based compensation plans are excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. The assumed conversion of the Company’s convertible debentures was anti-dilutive during the years ended December 31, 2014 and 2012, and approximately 4.9 million shares are excluded from the calculation of diluted EPS for each of those periods.
12. Capital Stock
The Company’s authorized capital stock consists of:
 
 	•	 	50,000,000 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of which 6,481,609 shares are issued and outstanding at December 31, 2014 and 6,228,600 shares are issued and outstanding at December 31, 2013;	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
 	•	 	50,000,000 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), of which 3,477,917 shares are issued and outstanding at December 31, 2014 and 2013;	
 
 	•	 	10,000,000 shares of Class C Common Stock, par value $0.001 per share (“Class C Common Stock”), of which 842,850 shares are issued and outstanding at December 31, 2014 and 2013;	
 
 	•	 	10,000,000 shares of Class D Common Stock, par value $0.001 per share (“Class D Common Stock,” and, collectively with Class A Common Stock, Class B Common Stock and Class C Common Stock, the, “common stock”), of which no shares are issued and outstanding at December 31, 2014 and 2013; and	
 
 	•	 	500,000 shares of Preferred Stock, par value $0.001 per share (“preferred stock”), of which no shares are issued and outstanding at December 31, 2014 and 2013.	
Holders of the Company’s common stock are entitled to the following rights.
Voting Rights —Holders of Class A Common Stock and Class C Common Stock have all voting powers and voting rights, and vote together as a single class, with each share entitled to one vote. Class B Common Stock and Class D Common Stock do not have any voting power or voting rights.
Directors will be elected by the stockholders subject to the board designation rights of certain stockholders set forth in the Amended and Restated Principal Investor Agreement by and among Univision, Broadcast Holdings, UCI, Televisa, and the Original Sponsors, dated as of December 20, 2010 (the “Principal Investor Agreement”).
Dividend Rights —Holders of common stock will share, on a pro rata basis, in any dividend declared by Univision’s board, subject to the rights of the holders of any outstanding preferred stock and subject to Televisa’s approval rights with respect to certain stock dividends provided for in the Principal Investor Agreement and Univision’s amended and restated certificate of incorporation.
Stock Split, Reverse Stock Splits and Stock Dividends —In the event of a subdivision, increase or combination in any manner (by stock split, reverse stock split, stock dividend or other similar manner) of the outstanding shares of any class of common stock, the outstanding shares of the other classes of common stock will be adjusted proportionally, subject to Televisa’s approval rights with respect to certain dividends and distributions provided for in the Principal Investor Agreement and Univision’s amended and restated certificate of incorporation.
Conversion Rights —
Optional Conversions . The following conversion rights are exercisable at the holder’s option, subject in certain cases to federal stock ownership regulations applicable to U.S. broadcast companies and restrictions set forth in the Company’s certificate of incorporation and the Stockholders Agreement:
 
 	•	 	Each share of Class A Common Stock may be converted at any time into one share of Class B Common Stock and each share of Class B Common Stock may be converted into one share of Class A Common Stock;	
 
 	•	 	Each share of Class C Common Stock may be converted at any time into one share of Class D Common Stock, and each share of Class D Common Stock may be converted into one share of Class C Common Stock; and	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
 	•	 	Each share of Class C Common Stock may be converted into one share of Class A Common Stock and each share of Class D Common Stock may be converted into one share of Class A Common Stock in connection with certain transfers by Televisa of shares of Class C Common Stock or Class D Common Stock, and subject to certain stock ownership limitations in the Stockholders Agreement.	
Mandatory Conversions . The following conversion rights occur automatically:
 
 	•	 	Each share of Class A Common Stock and Class B Common Stock acquired by Televisa pursuant to Televisa’s exercise of its preferential rights to acquire shares under the Stockholders Agreement (which includes, among other things, the right to acquire shares from the Company in connection with a new issuance or from other stockholders in connection with proposed transfers to third parties), or its participation rights under the Amended and Restated Participation, Registration Rights, and Coordination Agreement, dated as of December 20, 2010, by and among, Univision, Broadcast Holdings, UCI, Televisa and certain stockholders of Univision, will automatically convert to one share of Class C Common Stock or, if such conversion would exceed the cap on Televisa’s equity ownership in the Stockholders Agreement, to one share of Class D Common Stock, so that Televisa always holds shares of either Class C Common Stock or Class D Common Stock;	
 
 	•	 	Each share of Class C Common Stock automatically converts to one share of Class A Common Stock and each share of Class D Common Stock automatically converts into one share of Class A Common Stock immediately upon any transfer of such Class C Common Stock or Class D Common Stock from Televisa to a third party;	
 
 	•	 	Each share of Class C Common Stock automatically converts to one share of Class D Common Stock upon any event that would cause Televisa’s ownership to exceed the cap set forth in the Stockholders Agreement; and	
 
 	•	 	Each share of Class A Common Stock held by Televisa automatically converts to one share of Class C Common Stock and each share of Class B Common Stock held by Televisa automatically converts to one share of Class D Common Stock in the event of a change of control transaction that complies with the procedures and requirements set forth in the Stockholders Agreement (a “Compliant Change of Control Transaction”), that is structured as a merger and with respect to which Televisa does not exercise its right to sell as part of its tag along rights set forth in the Stockholders Agreement.	
Liquidation Rights —In the event of voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs occurring prior to a certain public offering that complies with the requirements set forth in the Stockholders Agreement (a “Qualified Public Offering”) or a Compliant Change of Control Transaction (any such event, a “Liquidation Event”), holders of shares of Class C Common Stock and Class D Common Stock are entitled to share in the Company’s assets legally available for distribution to the stockholders (the “Proceeds”), prior to Class A Common Stock or Class B Common Stock, an amount per share equal to the Televisa Liquidation Preference Amount (defined, generally, as the aggregate amount paid by Televisa for its shares acquired in connection with its initial investment, the conversion of any convertible securities or the exercise of its preferential rights, divided by the number of shares held by it).
After distribution of the full Televisa Liquidation Preference Amount, each holder of Class A Common Stock and/or Class B Common Stock would be entitled to receive from the remaining Proceeds an amount per share equal to the Televisa Liquidation Preference Amount (the “Catch-Up Liquidation Preference Amount”). After distribution of the full Catch-Up Liquidation Preference Amount to the holders of Class A Common Stock
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
and Class B Common Stock, any remaining Proceeds would be distributed ratably among the holders of common stock, based on the number of shares of common stock held by each such holder. Televisa and its affiliates’ right to the Televisa Liquidation Preference Amount terminates upon the earlier of a Qualified Public Offering or a Compliant Change of Control.
Preferred Stock —Subject to the consent rights of various parties under the Principal Investor Agreement and Univision’s amended and restated certificate of incorporation, the Company’s board is authorized to provide for the issuance of preferred stock in one or more series.
13. Comprehensive Income (Loss)
Comprehensive income (loss) is reported in the Consolidated Statements of Comprehensive (Loss) Income and consists of net income (loss) and other gains (losses) that affect stockholders’ equity but, under GAAP, are excluded from net income (loss). For the Company, items included in other comprehensive income (loss) are foreign currency translation adjustments, unrealized gain (loss) on hedging activities, the amortization of unrealized loss on hedging activities and unrealized gain on available for sale securities.
The following tables present the changes in accumulated other comprehensive loss by component. All amounts are net of tax.

 	  	Gains and
(Losses) on
Hedging
Activities	 	 	Gains and
(Losses) on
Available for
Sale Securities	 	  	Currency
Translation
Adjustment	 	 	Total	 	
Balance as of December 31, 2011	  	$	(92,000	) 	 	$	—	  	  	$	(2,000	) 	 	$	(94,000	) 	
Net other comprehensive loss	  	 	(15,000	) 	 	 	—	  	  	 	(100	) 	 	 	(15,100	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance as of December 31, 2012	  	 	(107,000	) 	 	 	—	  	  	 	(2,100	) 	 	 	(109,100	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Other comprehensive income before reclassifications	  	 	43,800	  	 	 	12,200	  	  	 	200	  	 	 	56,200	  	
Amounts reclassified from accumulated other comprehensive loss	  	 	19,600	  	 	 	—	  	  	 	—	  	 	 	19,600	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net other comprehensive income	  	 	63,400	  	 	 	12,200	  	  	 	200	  	 	 	75,800	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance as of December 31, 2013	  	 	(43,600	) 	 	 	12,200	  	  	 	(1,900	) 	 	 	(33,300	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Other comprehensive (loss) income before reclassifications	  	 	(37,400	) 	 	 	24,300	  	  	 	(700	) 	 	 	(13,800	) 	
Amounts reclassified from accumulated other comprehensive loss	  	 	11,800	  	 	 	—	  	  	 	—	  	 	 	11,800	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net other comprehensive (loss) income	  	 	(25,600	) 	 	 	24,300	  	  	 	(700	) 	 	 	2,000	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance as of December 31, 2014	  	$	(69,200	) 	 	$	36,500	  	  	$	(2,600	) 	 	$	(35,300	) 	

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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The following table presents the activity within other comprehensive income (loss) and the tax effect related to such activity.

 	  	Pretax	 	 	Tax (provision)
benefit	 	 	Net of tax	 	
Year Ended December 31, 2012	  				 				 				
Unrealized loss on hedging activities	  	$	(15,000	) 	 	$	—	  	 	$	(15,000	) 	
Currency translation adjustment	  	 	(100	) 	 	 	—	  	 	 	(100	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive loss	  	$	(15,100	) 	 	$	—	  	 	$	(15,100	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Year Ended December 31, 2013	  				 				 				
Unrealized gain on hedging activities	  	$	72,100	  	 	$	(28,300	) 	 	$	43,800	  	
Amortization of unrealized loss on hedging activities	  	 	32,300	  	 	 	(12,700	) 	 	 	19,600	  	
Unrealized gain on available for sale securities	  	 	20,100	  	 	 	(7,900	) 	 	 	12,200	  	
Currency translation adjustment	  	 	200	  	 	 	—	  	 	 	200	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income	  	$	124,700	  	 	$	(48,900	) 	 	$	75,800	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Year Ended December 31, 2014	  				 				 				
Unrealized loss on hedging activities	  	$	(61,600	) 	 	$	24,200	  	 	$	(37,400	) 	
Amortization of unrealized loss on hedging activities	  	 	19,400	  	 	 	(7,600	) 	 	 	11,800	  	
Unrealized gain on available for sale securities	  	 	40,100	  	 	 	(15,800	) 	 	 	24,300	  	
Currency translation adjustment	  	 	(700	) 	 	 	—	  	 	 	(700	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive loss	  	$	(2,800	) 	 	$	800	  	 	$	(2,000	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Amounts reclassified from accumulated other comprehensive loss related to hedging activities are recorded to interest expense. See Note 10. Interest Rate Swaps for further information related to amounts reclassified from accumulated other comprehensive loss.
14. Income Taxes
The income tax provision for continuing operations for the years ended December 31, 2014, 2013 and 2012 comprised the following charges and (benefits):

 	  	Year Ended
December 31, 2014	 	 	Year Ended
December 31, 2013	 	 	Year Ended
December 31, 2012	 	
Current:	  				 				 				
Federal	  	$	—	  	 	$	1,200	  	 	$	—	  	
State	  	 	3,900	  	 	 	3,000	  	 	 	5,300	  	
Foreign	  	 	2,500	  	 	 	3,100	  	 	 	1,000	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total current income tax expense (benefit)	  	 	6,400	  	 	 	7,300	  	 	 	6,300	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Deferred:	  				 				 				
Federal	  	 	(65,400	) 	 	 	(446,300	) 	 	 	39,800	  	
State	  	 	(8,900	) 	 	 	(47,800	) 	 	 	8,900	  	
Foreign	  	 	1,800	  	 	 	24,400	  	 	 	3,900	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total deferred income tax (benefit) expense	  	 	(72,500	) 	 	 	(469,700	) 	 	 	52,600	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Income tax (benefit) expense	  	$	(66,100	) 	 	$	(462,400	) 	 	$	58,900	  	

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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The Company’s deferred tax assets and liabilities as of December 31, 2014 and 2013 are as follows:

 	  	2014	 	 	2013	 	
Deferred tax assets:	  				 				
Accrued liabilities	  	$	22,100	  	 	$	14,000	  	
Tax loss carry-forwards	  	 	676,600	  	 	 	580,300	  	
Investments related	  	 	74,500	  	 	 	68,800	  	
Debt related costs	  	 	34,800	  	 	 	18,300	  	
Deferred revenue	  	 	7,800	  	 	 	10,500	  	
Programming impairment	  	 	14,600	  	 	 	43,800	  	
Compensation related costs	  	 	17,000	  	 	 	13,400	  	
Other	  	 	39,300	  	 	 	50,100	  	
Valuation allowance	  	 	(125,800	) 	 	 	(120,100	) 	
	  	 	 	 	 	 	 	 	
Total deferred tax assets	  	 	760,900	  	 	 	679,100	  	
	  	 	 	 	 	 	 	 	
Deferred tax liabilities:	  				 				
Property, equipment and intangible assets	  	 	(1,159,500	) 	 	 	(1,162,500	) 	
Other	  	 	(34,600	) 	 	 	(17,100	) 	
	  	 	 	 	 	 	 	 	
Total deferred tax liability	  	 	(1,194,100	) 	 	 	(1,179,600	) 	
	  	 	 	 	 	 	 	 	
Net deferred tax liability	  	$	(433,200	) 	 	$	(500,500	) 	
	  	 	 	 	 	 	 	 	
At December 31, 2014, the Company has net operating loss carryforwards for federal income tax purposes of $1.6 billion, which will expire in 2027-2034. Also, the Company has various state tax effected net operating loss carryforwards of approximately $65.0 million (based on the current state income apportionment, the Company would require approximately $1.5 billion of future taxable income to fully utilize such net operating loss carryforwards), which will begin to expire in 2015-2034.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. At December 31, 2014, the Company maintained a valuation allowance in the amount of $125.8 million primarily associated with foreign deferred tax assets of $64.5 million and deferred tax assets related to certain capital assets of $60.6 million as it is more likely than not that the benefits of these deductible differences will not be realized. During 2014, the Company recorded an increase in the valuation allowance of $5.7 million primarily associated with foreign deferred tax assets.
During 2013, the Company recorded a reduction in its federal and state deferred tax asset valuation allowance of $468.0 million. The reduction in the valuation allowance was partially offset by an increase in valuation allowance of $34.5 million relating to its foreign deferred tax assets and $2.1 million relating to certain capital assets. The remaining valuation allowance in the amount of $120.1 million is associated with foreign deferred tax assets of $58.9 million, deferred tax assets related to certain capital assets of $60.4 million and other deferred tax assets of $0.8 million.
During 2012, the Company recorded an increase in the valuation allowance of $92.1 million which consisted of $87.2 million associated with federal and state deferred tax assets and $4.9 million associated with foreign deferred tax assets.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at December 31, 2011	  	$	21,300	  	
Addition based on tax positions related to current year	  	 	7,400	  	
Lapse in statute of limitations	  	 	(700	) 	
	  	 	 	 	
Balance at December 31, 2012	  	$	28,000	  	
Addition based on tax positions related to current year	  	 	6,800	  	
Reduction for tax position of prior years	  	 	(2,100	) 	
Lapse in statute of limitations	  	 	(1,900	) 	
	  	 	 	 	
Balance at December 31, 2013	  	$	30,800	  	
Addition based on tax positions related to current year	  	 	3,000	  	
Reduction for tax position of prior years	  	 	(16,100	) 	
Lapse in statute of limitations	  	 	(3,200	) 	
	  	 	 	 	
Balance at December 31, 2014	  	$	14,500	  	
	  	 	 	 	
For the years ended December 31, 2014, 2013 and 2012 the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is approximately $9.4 million, $9.0 million and $8.6 in the aggregate respectively. The Company recognizes interest and penalties, if any, related to uncertain income tax positions in income tax expense. The Company had approximately $2.9 million and $2.2 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2014 and 2013, respectively. The Company recognized interest expense and penalties of $0.7 million, $0.6 million and $1.0 million related to uncertain tax positions for the years ended December 31, 2014, 2013 and 2012, respectively. It is reasonably possible that certain income tax examinations may be concluded, or statutes of limitation may lapse, during the next twelve months, which could result in a decrease in unrecognized tax benefits of approximately $1.1 million that would, if recognized, impact the effective tax rate. The Company effectively settled a federal matter during 2014 which resulted in the recognition of a net tax benefit of $16.1 million.
The Company files a consolidated federal income tax return. The Company has substantially concluded all U.S. federal income tax matters for years through 2013. The Company has concluded substantially all income tax matters for all major jurisdictions through 2009.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
For the years ended December 31, 2014, 2013 and 2012, a reconciliation of the federal statutory tax rate to the Company’s effective tax rate for continuing operations is as follows:

 	  	Year Ended
December 31,
2014	 	 	Year Ended
December 31,
2013	 	 	Year Ended
December 31,
2012	 	
Federal statutory tax rate	  	 	(35.0	)% 	 	 	(35.0	)% 	 	 	35.0	% 	
State and local income taxes, net of federal tax benefit	  	 	(7.4	) 	 	 	(18.1	) 	 	 	19.8	  	
Valuation allowance	  	 	—	  	 	 	(171.1	) 	 	 	101.6	  	
Goodwill impairment	  	 	—	  	 	 	43.7	  	 	 	—	  	
Uncertain tax positions	  	 	(31.9	) 	 	 	0.5	  	 	 	0.4	  	
Televisa settlements (non-taxable)	  	 	(32.2	) 	 	 	(8.5	) 	 	 	(47.4	) 	
Non-employee share-based compensation (non-deductible)	  	 	—	  	 	 	—	  	 	 	14.6	  	
Meals and entertainment	  	 	1.7	  	 	 	0.4	  	 	 	2.3	  	
Foreign taxes	  	 	1.3	  	 	 	1.3	  	 	 	1.7	  	
Other	  	 	2.1	  	 	 	(0.9	) 	 	 	4.3	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total effective tax rate	  	 	(101.4	)% 	 	 	(187.7	)% 	 	 	132.3	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	
15. Performance Awards and Incentive Plans
On December 1, 2010, Univision established the 2010 Equity Incentive Plan (the “2010 Plan”), which replaced the amended and restated 2007 Equity Incentive Plan (the “2007 Plan”). The 2010 Plan reflects a recapitalization of Univision and Broadcast Holdings whereby the original Class A common stock and Class L common stock of Univision and shares of preferred stock of Broadcast Holdings were converted to new classes of stock of Univision. Shares and strike prices for awards made under the 2007 Plan have been converted to reflect the new capital structure and remain outstanding. The 2010 Plan is administered by the Board of Directors or, at its election, by one or more committees consisting of one or more members who have been appointed by the Board of Directors (the “Plan Committee”). The Plan Committee shall have such authority and be responsible for such functions as may be delegated to it by the Board of Directors and any reference to the Board of Directors in the 2010 Plan shall be construed as a reference to the Plan Committee with respect to functions delegated to it. If no Plan Committee is appointed, the entire Board of Directors shall administer the 2010 Plan.
The 2010 Plan was adopted to attract, retain and motivate officers and employees of, consultants to, and non-employee directors of the Company. Under the original provisions of the 2010 Plan, the maximum number of shares that may be issued pursuant to awards made under the plan is 600,711 shares of common stock and such additional securities in such amounts as the Board of Directors or Plan Committee may approve. Additional awards may also be made under the 2010 Plan, in the Board of Directors or Plan Committee’s sole discretion, in assumption of, or substitution for, outstanding awards previously granted by Univision or an affiliate or a company acquired by Univision or an affiliate or with which Univision combines. During 2013, the amount of authorized shares was increased by 92,850 to 693,561.
The price of the options granted pursuant to the 2010 and 2007 Plan may not be less than 100% of the fair market value of the shares on the date of grant. Award grants may be in the form of nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, dividend equivalent rights or other stock-based awards. No nonqualified stock option or stock appreciation right award will be exercisable after ten years from the date granted. The number of shares subject to an award, the consequences of a participant’s termination of service with Univision or any subsidiary or affiliate, and the dates and events on which all or any installment of an award shall be vested and nonforfeitable shall be set out in an individual award agreement.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Compensation expense relating to share-based payments is recognized in net income using a fair-value measurement method. Under the fair value method, the estimated fair value of awards is expensed on a straight-line basis over the period from grant date to remaining requisite service period which is generally the vesting period. See Note 1. Summary of Significant Accounting Policies.
Stock Options
A summary of the Company’s share-based compensation expense is presented below:

 	  	Year Ended
December 31,
2014	 	  	Year Ended
December 31,
2013	 	  	Year Ended
December 31,
2012	 	
Employee share-based compensation	  	$	14,900	  	  	$	7,800	  	  	$	7,200	  	
Non-employee share-based compensation	  	 	—	  	  	 	—	  	  	 	18,500	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	14,900	  	  	$	7,800	  	  	$	25,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
A summary of stock options as of December 31, 2014 and the changes during the year then ended is presented below:

 	  	Stock
Options	 	 	Weighted
Average
Exercise
Price	 	  	Weighted
Average
Remaining
Contractual
Term
(years)	 	  	Aggregate
Intrinsic
Value
(thousands)	 	
Balance at December 31, 2013	  	 	478,219	  	 	$	288.90	  	  				  				
Granted	  	 	23,512	  	 	$	309.48	  	  				  				
Forfeited, canceled, or expired	  	 	(4,439	) 	 	$	295.62	  	  				  				
	  	 	 	 	 				  				  				
Outstanding at December 31, 2014	  	 	497,292	  	 	$	289.81	  	  	 	6.9	  	  	$	17,300	  	
	  	 	 	 	 				  				  				
Exercisable at December 31, 2014	  	 	324,449	  	 	$	295.89	  	  				  	$	10,600	  	
	  	 	 	 	 				  				  				
The weighted-average grant-date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $170.96, $101.84 and $60.35, respectively. The Company’s stock options vest between three and five years. During the years ended December 31, 2014, 2013 and 2012, the Company recorded a cumulative adjustment to income of $0.6 million, $2.0 million and $1.0 million, respectively, related to an increase in the estimated forfeiture rate of equity awards. Total unrecognized compensation cost related to unvested stock option awards as of December 31, 2014 is $15.2 million, which is expected to be recognized over a weighted-average period of 3.1 years.
The table below reflects the volatility, dividend, expected term and risk-free interest rate for grants made during 2014, 2013 and 2012. The Company calculated volatility based on an assessment of volatility for the Company’s selected peer group, adjusted for the Company’s leverage.

 	  	2014	 	 	2013	 	 	2012	 	
Volatility	  	 	84.0	% 	 	 	97.0	% 	 	 	88.0	% 	
Dividend yield	  	 	0.00	% 	 	 	0.00	% 	 	 	0.00	% 	
Expected term (years)	  	 	5.09	  	 	 	6.77	  	 	 	6.69	  	
Risk-free interest rate	  	 	2.36	% 	 	 	1.16	% 	 	 	1.39	% 	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Restricted Stock Units
The Company awarded 92,850 restricted stock units to employees during the year ended December 31, 2013. The awards vest within four years from the date of grant. The Company determined that these awards should be classified as liabilities as they permit the holder to net share settle in an amount in excess of the minimum statutory requirement. The Company remeasured the awards at fair value as of December 31, 2014 and recorded incremental compensation cost of $4.2 million. The restricted stock units will be measured at fair value at the end of each reporting period until vested. No restricted stock units were granted during the years ended December 31, 2014 and December 31, 2012.
The following table presents the changes in the number of restricted stock unit awards during the year ended December 31, 2014:

 	  	Restricted Stock
Unit Awards	 	 	Weighted
Average Price	 	
Outstanding at December 31, 2013	  	 	92,850	  	 	$	139.69	  	
Granted	  	 	—	  	 	 	—	  	
Issued	  	 	(12,416	) 	 	$	264.40	  	
Surrendered/Canceled	  	 	(10,797	) 	 	$	264.40	  	
	  	 	 	 	 				
Outstanding at December 31, 2014	  	 	69,638	  	 	$	264.40	  	
	  	 	 	 	 				
Total unrecognized compensation cost related to unvested restricted stock units as of December 31, 2014 is $15.6 million, which is expected to be recognized over a weighted-average period of 2.5 years.
Consulting Arrangement
Univision has a consulting arrangement with an entity controlled by Univision’s Chairman of the Board of Directors. The term of the consulting arrangement is indefinite, subject to the right of either party to terminate the arrangement for any reason on thirty days’ notice. In compensation for the consulting services provided by Univision’s Chairman, equity units in various limited liability companies that hold a portion of Univision’s common stock were granted to that entity. Certain of these units provide that upon a defined liquidation event, the entity will receive a payment based on a portion of the defined appreciation realized by the Original Sponsors, Televisa and co-investors on their investments in Univision in excess of certain preferred returns and performance thresholds. These units fully vested in 2012. Certain other units have substantially similar terms, except that these units have not vested and will only vest, and their related payments will only be made, if the Chairman is providing services to the Company at the time of the defined liquidation event.
Since the services for which the equity units were granted were being provided to the Company, the Company records an expense upon the vesting of the equity units. Any such expense is recorded as share-based compensation expense. As the services provided by the Chairman under the consulting arrangement are considered beyond the scope of the Chairman of the Board of Directors, the Company considers the grants of the equity units to be equity awards to a non-employee.
For the year ended December 31, 2012, the Company recorded share-based compensation expense related to the vested equity units of approximately $18.5 million, with a corresponding increase to accumulated paid-in-capital, as the grants were deemed to be equity awards. The Company did not recognize any related expense in the years ended December 31, 2014 and December 31, 2013. Due to the contingent nature of the vesting, the Company will recognize the compensation expense associated with the unvested units only upon the occurrence of a defined liquidation event.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
16. Contingencies and Commitments
Contingencies
The Company maintains insurance coverage for various risks, where deemed appropriate by management, at rates and terms that management considers reasonable. The Company has deductibles for various risks, including those associated with windstorm and earthquake damage. The Company self-insures its employee medical benefits and its media errors and omissions exposures. In management’s opinion, the potential exposure in future periods, if uninsured losses were to be incurred, should not be material to the consolidated financial position or results of operations.
The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with law or regulations in jurisdictions in which the Company operates.
The Company establishes reserves for specific liabilities in connection with regulatory and legal actions that the Company deems to be probable and estimable. The Company believes the amounts accrued in its financial statements are sufficient to cover all probable liabilities. In other instances, the Company is not able to make a reasonable estimate of any liability because of the uncertainties related to the outcome and/or the amount or range of loss. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material effect on our financial condition or result of operations.
Commitments
In the normal course of business, UCI enters into multi-year contracts for programming content, sports rights, research and other service arrangements and in connection with joint ventures.
UCI has long-term operating leases expiring on various dates for office, studio, automobile and tower rentals. UCI’s operating leases, which are primarily related to buildings and tower properties, have various renewal terms and escalation clauses. UCI also has long-term capital lease obligations for its transponders that are used to transmit and receive its network signals.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The following is a schedule by year of future minimum payments under programming contracts and future minimum rental payments under noncancelable operating and capital leases as of December 31, 2014:

Year	  	Programming
and Other (a)	 	  	Operating
Leases	 	  	Capital
Leases	 	
2015	  	$	267,300	  	  	$	32,100	  	  	$	9,500	  	
2016	  	 	208,300	  	  	 	28,500	  	  	 	9,500	  	
2017	  	 	179,800	  	  	 	29,500	  	  	 	9,400	  	
2018	  	 	128,700	  	  	 	28,500	  	  	 	9,100	  	
2019	  	 	46,900	  	  	 	19,600	  	  	 	8,300	  	
Thereafter	  	 	80,300	  	  	 	165,200	  	  	 	94,900	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total minimum payments	  	$	911,300	  	  	$	303,400	  	  	$	140,700	  	
	  	 	 	 	  	 	 	 	  				
Executory costs	  				  				  	 	(1,100	) 	
	  				  				  	 	 	 	
Net minimum lease payments	  				  				  	 	139,600	  	
Interest and other	  				  				  	 	(62,600	) 	
	  				  				  	 	 	 	
Total present value of minimum lease payments	  				  				  	 	77,000	  	
Current portion	  				  				  	 	(5,600	) 	
	  				  				  	 	 	 	
Capital lease obligation, less current portion	  				  				  	$	71,400	  	

(a)	Amounts include commitments associated with research tools, contributions to investments and music license fees, but exclude the license fees that will be paid in accordance with the PLA with Televisa and the amended Venevision PLA.	
Rent expense totaled $46.4 million, $44.4 million and $39.4 million for the years ended December 31, 2014, 2013 and 2012, respectively.
17. Employee Benefits
UCI has a 401(k) retirement savings plan (the “401(k) Plan”) covering all eligible employees over the age of 21. The 401(k) Plan allows the employees to defer a portion of their annual compensation, and UCI may match a portion of the employees’ contributions generally after one year of service. For 2014, 2013 and 2012, UCI matched 50% of the first 3% of eligible employee compensation that was contributed to the 401(k) Plan. For the years ended December 31, 2014, 2013 and 2012, the Company recognized expense for matching cash contributions to the 401(k) Plan totaling $3.6 million, $3.4 million and $3.8 million, respectively.
18. Segments
The Company’s segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities that are reviewed by the Company’s chief operating decision maker. The Company evaluates performance based on several factors. In addition to considering primary financial measures including revenue, management evaluates operating performance for planning and forecasting future business operations, as well as to assess the Company’s ability to satisfy certain financial covenants contained in UCI’s Senior Secured Credit Facilities and the indentures governing the senior notes by considering Bank Credit Adjusted OIBDA. Based on its customers and type of content, the Company has operations in two segments, Media Networks and Radio. The Company’s principal segment is Media Networks,
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
which includes Univision Network; UniMás (formerly Telefutura); nine cable networks, including Galavisión and Univision Deportes Network; and the Company’s owned and/or operated television stations. The Media Networks segment also includes digital properties consisting of online and mobile websites and applications including Univision.com and UVideos, a bilingual digital video network. The Radio segment includes the Company’s owned and operated radio stations; Uforia, a comprehensive digital music platform; and any audio-only elements of Univision.com. Additionally, the Company incurs and manages shared corporate expenses related to human resources, finance, legal and executive and certain assets separately from its two segments. The segments have separate financial information which is used by the chief operating decision maker to evaluate performance and allocate resources. The segment results reflect how management evaluates its financial performance and allocates resources and are not necessarily indicative of the results of operations that each segment would have achieved had they operated as stand-alone entities during the periods presented.
Bank Credit Adjusted OIBDA represents adjusted operating income before depreciation and amortization. Bank Credit Adjusted OIBDA eliminates the effects of items that are not considered indicative of the Company’s core operating performance. Bank Credit Adjusted OIBDA is determined in accordance with the definition of earnings before interest, tax, depreciation and amortization (“EBITDA”) in UCI’s Senior Secured Credit Facilities and the indentures governing the senior notes, except that Bank Credit Adjusted OIBDA from redesignated restricted subsidiaries only includes their results since the beginning of the quarter in which they were redesignated as restricted.
Bank Credit Adjusted OIBDA is not, and should not be used as, an indicator of or alternative to operating income or net income as reflected in the consolidated financial statements. It is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Since the definition of Bank Credit Adjusted OIBDA may vary among companies and industries, it should not be used as a measure of performance among companies. We are providing on a consolidated basis a reconciliation of the non-GAAP term Bank Credit Adjusted OIBDA to net income (loss) attributable to Univision Holdings, Inc., which is the most directly comparable GAAP financial measure.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Segment information is presented in the table below:

 	  	Year Ended
December 31, 2014	 	 	Year Ended
December 31, 2013	 	 	Year Ended
December 31, 2012	 	
Revenue:	  				 				 				
Media Networks	  	$	2,601,800	  	 	$	2,292,400	  	 	$	2,103,500	  	
Radio	  	 	309,600	  	 	 	335,000	  	 	 	338,500	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization:	  				 				 				
Media Networks	  	$	138,900	  	 	$	122,700	  	 	$	111,100	  	
Radio	  	 	7,800	  	 	 	11,300	  	 	 	10,500	  	
Corporate	  	 	17,100	  	 	 	11,900	  	 	 	8,700	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	163,800	  	 	$	145,900	  	 	$	130,300	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss):	  				 				 				
Media Networks	  	$	853,100	  	 	$	830,200	  	 	$	713,100	  	
Radio	  	 	(71,900	) 	 	 	(261,700	) 	 	 	69,700	  	
Corporate	  	 	(147,200	) 	 	 	(140,600	) 	 	 	(154,000	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	634,000	  	 	$	427,900	  	 	$	628,800	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Bank Credit Adjusted OIBDA:	  				 				 				
Media Networks	  	$	1,238,300	  	 	$	1,088,600	  	 	$	983,500	  	
Radio	  	 	92,400	  	 	 	108,200	  	 	 	98,000	  	
Corporate	  	 	(76,900	) 	 	 	(76,400	) 	 	 	(78,300	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	1,253,800	  	 	$	1,120,400	  	 	$	1,003,200	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures:	  				 				 				
Media Networks	  	$	82,000	  	 	$	133,200	  	 	$	73,200	  	
Radio	  	 	7,300	  	 	 	9,700	  	 	 	10,300	  	
Corporate	  	 	44,100	  	 	 	36,300	  	 	 	16,000	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Consolidated	  	$	133,400	  	 	$	179,200	  	 	$	99,500	  	

									
 	  	December 31,
2014	 	  	December 31,
2013	 	
Total assets:	  				  				
Media Networks	  	$	8,197,700	  	  	$	8,268,400	  	
Radio	  	 	1,120,300	  	  	 	1,263,400	  	
Corporate	  	 	1,068,300	  	  	 	1,052,900	  	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	10,386,300	  	  	$	10,584,700	  	

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Presented below is a reconciliation of Bank Credit Adjusted OIBDA to net income (loss) attributable to Univision Holdings, Inc., which is the most directly comparable GAAP financial measure:

 	  	Year Ended
December 31,
2014	 	 	Year Ended
December 31,
2013	 	 	Year Ended
December 31,
2012	 	
Bank Credit Adjusted OIBDA	  	$	1,253,800	  	 	$	1,120,400	  	 	$	1,003,200	  	
Less expenses excluded from Bank Credit Adjusted OIBDA but included in operating income:	  				 				 				
Depreciation and amortization	  	 	163,800	  	 	 	145,900	  	 	 	130,300	  	
Impairment loss (a)	  	 	340,500	  	 	 	439,400	  	 	 	90,400	  	
Restructuring, severance and related charges	  	 	41,200	  	 	 	29,400	  	 	 	44,200	  	
Shared-based compensation	  	 	14,900	  	 	 	7,800	  	 	 	25,700	  	
Business optimization expense (b)	  	 	8,900	  	 	 	12,300	  	 	 	19,900	  	
Asset write-offs, net	  	 	500	  	 	 	3,700	  	 	 	1,000	  	
Management and technical assistance agreement fees	  	 	25,100	  	 	 	22,400	  	 	 	20,000	  	
Unrestricted subsidiaries (c)	  	 	4,700	  	 	 	12,600	  	 	 	23,400	  	
Other adjustments to operating income (d)	  	 	20,200	  	 	 	19,000	  	 	 	19,500	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Operating income	  	 	634,000	  	 	 	427,900	  	 	 	628,800	  	
Other expense (income):	  				 				 				
Interest expense	  	 	587,200	  	 	 	618,200	  	 	 	573,200	  	
Interest income	  	 	(6,000	) 	 	 	(3,500	) 	 	 	(200	) 	
Interest rate swap income	  	 	(500	) 	 	 	(3,800	) 	 	 	—	  	
Amortization of deferred financing costs	  	 	15,500	  	 	 	14,100	  	 	 	8,300	  	
Loss on extinguishment of debt	  	 	17,200	  	 	 	10,000	  	 	 	2,600	  	
Loss on equity method investments	  	 	85,200	  	 	 	36,200	  	 	 	900	  	
Other	  	 	600	  	 	 	3,100	  	 	 	(500	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
(Loss) income before income taxes	  	 	(65,200	) 	 	 	(246,400	) 	 	 	44,500	  	
(Benefit) provision for income taxes	  	 	(66,100	) 	 	 	(462,400	) 	 	 	58,900	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	 	900	  	 	 	216,000	  	 	 	(14,400	) 	
Net loss attributable to non-controlling interest	  	 	(1,000	) 	 	 	(200	) 	 	 	—	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to Univision Holdings, Inc.	  	$	1,900	  	 	$	216,200	  	 	$	(14,400	) 	

(a)	For the year ended December 31, 2014, the impairment loss of $340.5 million includes $198.1 million in the Media Networks segment and $142.4 million in the Radio segment. In the Media Networks segment, the Company recorded approximately $182.9 million related to the impairment of Venevision-related prepaid programming assets made in conjunction with the amendment of the Venevision PLA, $8.2 million related to the write-down of program rights and $7.0 million related to the write-down of property held for sale. In the Radio segment, the Company recorded $133.4 million related to the write-down of broadcast licenses and $9.0 million related to the write-down of a trade name. For the year ended December 31, 2013, the impairment loss of $439.4 million includes $87.6 million in the Media Networks segment and $351.8 million in the Radio segment. In the Media Networks segment, the Company recorded approximately $82.5 million related to the write-down of World Cup program rights prepayments, $2.5 million related to the residual write-off of the TeleFutura trade name, as the network had completed its rebranding as UniMás by the end of 2013, $2.4 million related to the write-off of other program rights and $0.2 million related to the write-down of assets held for sale. In the Radio segment, the Company recorded $307.8 million related to	
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
 	the write-off of goodwill, $43.4 million related to the write-down of broadcast licenses, and $0.6 million related to the write-down of other assets. For the year ended December 31, 2012, the impairment loss of $90.4 million includes $83.9 million in the Media Networks segment and $6.5 million in the Radio segment. In the Media Networks segment, the Company recorded $47.6 million related to the write-down of a trade name due to a decision to rebrand the TeleFutura network, $31.9 million related to the write-off of television program rights due to revised estimates of ultimate revenues, $2.5 million related to the write-down of land and buildings held for sale, $0.8 million related to the write-off of other assets, $0.8 million related to the write-off of a broadcast license and $0.3 million related to the write-off of an investment. In the Radio segment, the Company recorded $5.7 million related to the write-down of broadcast licenses, $0.7 million related to the write-off of investments and $0.1 million related to the write-off of other assets.	
(b)	Business optimization expense relates to the Company’s efforts to streamline and enhance its operations and primarily includes legal, consulting and advisory costs and costs associated with the rationalization of facilities.	
(c)	UCI owns several wholly-owned early stage ventures which have been designated as “unrestricted subsidiaries” for purposes of the credit agreement governing UCI’s Senior Secured Credit Facilities and indentures governing UCI’s senior notes. The amount for unrestricted subsidiaries above represents the residual adjustment to eliminate the results of the unrestricted subsidiaries which are not otherwise eliminated in the other exclusions from Bank Credit Adjusted OIBDA above. UCI may redesignate these subsidiaries as restricted subsidiaries at any time at its option, subject to compliance with the terms of the credit agreement and indentures. The Bank Credit Adjusted OIBDA from redesignated restricted subsidiaries as presented herein only includes the results of restricted subsidiaries since the beginning of the quarter in which they were redesignated as restricted.	
(d)	Other adjustments to operating income comprises adjustments to operating income provided for in the credit agreement governing UCI’s Senior Secured Credit Facilities and indentures in calculating EBITDA.	
The Company is providing the supplemental information below which is the portion of the Company’s revenue equal to the royalty base used to determine the license fee payable by UCI under the PLA, as set forth below:

 	  	Year Ended
December 31, 2014	 	 	Year Ended
December 31, 2013	 	 	Year Ended
December 31, 2012	 	
Consolidated revenue	  	$	2,911,400	  	 	$	2,627,400	  	 	$	2,442,000	  	
Less:	  				 				 				
Radio segment revenue (excluding Radio digital revenue)	  	 	(302,000	) 	 	 	(329,700	) 	 	 	(336,300	) 	
Other adjustments to arrive at revenue included in royalty base	  	 	(117,200	) 	 	 	(96,800	) 	 	 	(88,200	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Royalty base used to calculate Televisa license fee	  	$	2,492,200	  	 	$	2,200,900	  	 	$	2,017,500	  	

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
19. Quarterly Financial Information (unaudited)

(In thousands, except per-share data)	  	1st
Quarter	 	  	2nd
Quarter	 	  	3rd
Quarter	 	  	4th
Quarter	 	 	Total
Year	 	
2014	  				  				  				  				 				
Revenue	  	$	621,100	  	  	$	833,700	  	  	$	728,900	  	  	$	727,700	  	 	$	2,911,400	  	
Net income (loss)	  	$	3,600	  	  	$	95,400	  	  	$	40,200	  	  	$	(138,300	) 	 	$	900	  	
Net income (loss) attributable to Univision Holdings, Inc.	  	$	3,800	  	  	$	95,700	  	  	$	40,400	  	  	$	(138,000	) 	 	$	1,900	  	
Basic net income (loss) per share attributable to Univision Holdings, Inc.	  	$	0.35	  	  	$	8.87	  	  	$	3.74	  	  	$	(12.78	) 	 	$	0.18	  	
Diluted net income (loss) per share attributable to Univision Holdings, Inc.	  	$	0.35	  	  	$	6.23	  	  	$	2.71	  	  	$	(12.78	) 	 	$	0.17	  	

 	  	1st
Quarter	 	  	2nd
Quarter	 	  	3rd
Quarter	 	 	4th
Quarter	 	  	Total
Year	 	
2013	  				  				  				 				  				
Revenue	  	$	562,000	  	  	$	676,500	  	  	$	692,700	  	 	$	696,200	  	  	$	2,627,400	  	
Net income (loss)	  	$	6,500	  	  	$	37,100	  	  	$	(18,400	) 	 	$	190,800	  	  	$	216,000	  	
Net income (loss) attributable to Univision Holdings, Inc.	  	$	6,500	  	  	$	37,100	  	  	$	(18,400	) 	 	$	191,000	  	  	$	216,200	  	
Basic net income (loss) per share attributable to Univision Holdings, Inc.	  	$	0.62	  	  	$	3.52	  	  	$	(1.74	) 	 	$	18.11	  	  	$	20.49	  	
Diluted net income (loss) per share attributable to Univision Holdings, Inc.	  	$	0.62	  	  	$	2.65	  	  	$	(1.74	) 	 	$	12.16	  	  	$	14.60	  	
20. Subsequent Events
February 2015 Tender Offer and Offering of the 2025 Senior Secured Notes and Additional 2023 Senior Secured Notes
On February 11, 2015, UCI commenced a cash tender offer (the “February tender offer”) to purchase any and all of its outstanding 6.875% senior secured notes due 2019 (the “2019 senior secured notes”). The aggregate principal amount of the 2019 senior secured notes outstanding as of February 11, 2015 was $1,200.0 million. The February tender offer expired on February 18, 2015, and UCI utilized the proceeds from the issuance of $750.0 million aggregate principal amount of the 5.125% senior secured notes due 2025 (the “initial 2025 senior secured notes”) and an additional $500.0 million aggregate principal amount of the 5.125% senior secured notes due 2023 (the “additional 2023 senior secured notes”) to repurchase and retire $1,145.0 million aggregate principal amount of the 2019 senior secured notes. UCI issued a redemption notice on February 19, 2015 for the remaining $55.0 million aggregate principal amount of 2019 senior secured notes, which redemption UCI effectuated on March 23, 2015.
The additional 2023 senior secured notes were issued under the same indenture governing the initial $700.0 million senior secured notes due 2023 which had been issued on May 21, 2013 (the “initial 2023 senior secured notes,” and together with the additional 2023 senior secured notes, the “2023 senior secured notes”). The additional 2023 senior secured notes were priced at 103%, with a premium of $15.0 million. After giving effect to the issuance of the additional 2023 senior secured notes, the Company has $1,200.0 million aggregate
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
principal amount of the 2023 senior secured notes outstanding. The additional 2023 senior secured notes are treated as a single series with the initial 2023 senior secured notes and have the same terms as the initial 2023 senior secured notes.
April 2015 Tender Offer and Offering of the Additional 2025 Senior Secured Notes
On April 13, 2015, UCI commenced a cash tender offer (the “April tender offer”) to purchase any and all of its outstanding 7.875% senior secured notes due 2020 (the “2020 senior secured notes”). The aggregate principal amount of the 2020 senior secured notes outstanding as of April 13, 2015 was $750.0 million. The April tender offer expired on April 20, 2015, and UCI utilized the proceeds from the issuance of $810.0 million aggregate principal amount of the 5.125% senior secured notes due 2025 (the “additional 2025 senior secured notes,” and together with the initial 2025 senior secured notes, the “2025 senior secured notes”) to repurchase and retire $711.7 million aggregate principal amount of the 2020 senior secured notes. UCI issued a redemption notice on April 21, 2015 for the remaining $38.3 million aggregate principal amount of 2020 senior secured notes, which redemption UCI effectuated on May 21, 2015.
The additional 2025 senior secured notes were issued under the same indenture governing the initial 2025 senior secured notes which had been issued on February 19, 2015. The additional 2025 senior secured notes were priced at 101.375%, with a premium of $11.1 million. After giving effect to the issuance of the additional 2025 senior secured notes, the Company has $1,560.0 million aggregate principal amount of the 2025 senior secured notes outstanding. The additional 2025 senior secured notes are treated as a single series with the initial 2025 senior secured notes and have the same terms as the initial 2025 senior secured notes.
Investments in equity method investees
On February 23, 2015, UCI invested an additional $30 million in El Rey in exchange for convertible notes issued by El Rey. The new notes have substantially the same terms as the original notes, except that (i) the conversion of the new notes will be based upon a $0.40 / unit conversion price (as opposed to a $1.00 / unit conversion price for the original notes), and (ii) following conversion, the units received in respect of the new notes are entitled to proceeds in a priority position as compared to the units received in respect of the original and additional notes and are also entitled to a specified additional return once the investment on the original and additional notes is recouped.
On March 13, 2015, as part of a capital investment by the two joint venture partners, UCI invested $11.5 million in Fusion for general use and an additional $5.6 million for use solely in the development of Fusion’s digital business.
Termination of management and technical assistance agreements
Effective as of March 31, 2015, UCI and the Company entered into agreements with affiliates of the Original Sponsors and Televisa, respectively, to terminate as of such date the Sponsor Management Agreement under which certain affiliates of the Original Sponsors provide UCI with management, consulting and advisory services for a quarterly aggregate service fee of 1.3% of operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses and Televisa’s technical assistance agreement under which Televisa provides UCI with technical assistance related to UCI’s business for a quarterly fee of 0.7% of operating income before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. Under these agreements, the Company agreed to pay reduced
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
termination fees and certain quarterly service fees in full satisfaction of UCI’s obligations to the affiliates of the Original Sponsors and Televisa under such agreements. Pursuant to the termination agreements, the Company paid termination fees of $112.4 million and $67.6 million on April 14, 2015 (which were accrued as of March 31, 2015) to affiliates of the Original Sponsors in the aggregate and to Televisa, respectively, and the Company will continue to pay quarterly service fees at the same aggregate rate as was required under the Sponsor Management Agreement and Televisa’s technical assistance agreement, until no later than December 31, 2015.
Amendment of Program License Agreement and Memorandum of Understanding with Televisa
On July 1, 2015, the Company and Televisa entered into a Memorandum of Understanding (“MOU”) and UCI entered into an amendment to the existing PLA (the “PLA Amendment”).
Under the PLA Amendment, the terms of the existing strategic relationship between Univision and Televisa have been amended as follows:
 
 	•	 	Term Extension—Upon consummation of Univision’s initial public offering of its common stock, the PLA Amendment extends the term of the PLA from its current expiration date of the later of 2025 or 7.5 years after Televisa voluntarily sells at least two-thirds of the shares (including shares resulting from the conversion of its convertible debentures) that it held immediately following its investment in Univision (the “Televisa Sell-Down”), to the later of 2030 or 7.5 years after a Televisa Sell-Down.	
 
 	•	 	Reduced Royalty Rates; Additional Revenue Subject to Royalties—In exchange for UCI agreeing to make certain additional revenue subject to the royalty, effective January 1, 2015, Televisa receives reduced royalties from UCI based on 11.84 percent, compared to 11.91 percent under the prior terms, of substantially all of UCI’s Spanish-language media networks revenues through December 2017. At that time, royalty payments to Televisa will increase by a comparable amount to 16.13 percent, compared to 16.22 percent. Additionally, Televisa will continue to receive an incremental 2 percent in royalty payments on such media networks revenues above an increased revenue base of $1.66 billion, compared to the prior revenue base of $1.65 billion. The PLA Amendment further states that the royalty rate will again increase by a comparable amount to 16.45 percent starting later in 2018, compared to the prior rate of 16.54 percent, for the remainder of the term. With this second rate increase, Televisa will receive an incremental 2 percent in royalty payments above a reduced revenue base of $1.63 billion.	
 
 	•	 	Advertising Commitment—UCI will have the right, on an annual basis to reduce the minimum amount of advertising it has committed to provide to Televisa by up to 20% for UCI’s use to sell advertising or satisfy ratings guarantees to certain advertisers.	
At the same time UCI and Televisa amended the Mexico License to conform to certain other amendments contained in the PLA Amendment.
In addition, under the terms of the MOU, Univision and Televisa have agreed to the following:
 
 	•	 	FCC Matters—Televisa and Univision agreed jointly to file a petition for declaratory ruling with the FCC seeking (a) an increase in the authorized aggregate foreign ownership of Univision’s issued and outstanding shares of common stock from 25% to 49% and (b) to authorize Televisa to hold up to 40% of Univision’s issued and outstanding shares of common stock (in both cases on a voting and an equity basis). Univision and Televisa have agreed to file the petition by the earlier of 30 days after the	
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
 	consummation of Univision’s recently announced proposed initial public offering and January 5, 2016. In addition, Univision agreed that, after its Original Sponsors have sold 75% of their common stock, Univision will file an application for any required FCC approval of a transfer of control of Univision.	
 
 	•	 	Equity Capitalization Amendment—The equity capitalization of Univision will be adjusted to realign the economic and voting interests of Televisa and Univision’s other stockholders. As a result, Televisa will hold common stock with approximately 22% of the voting rights of Univision’s common stock and may obtain additional voting rights depending on its future equity ownership and the outcome of the FCC petition process described above. The classes of Univision’s shares of common stock to be held by Televisa will also provide Televisa the right to designate a minimum number of directors to Univision’s board of directors.	
 
 	•	 	Conversion of Debentures—Televisa will convert $1.125 billion of the Company’s debentures into warrants that are exercisable for new classes of Univision’s common stock. Univision has agreed to pay Televisa a one-time fee of $135.1 million to induce the conversion.	
In consideration for the PLA Amendment, the MOU and other agreements entered into at the same time, Univision has agreed to make a one-time payment of $4.5 million to Televisa.
 
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 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)

 	  	September 30,
2015	 	 	December 31,
2014	 	
 	  	(Unaudited)	 	 	 	 	
ASSETS	  				 				
Current assets:	  				 				
Cash and cash equivalents	  	$	102,800	  	 	$	56,800	  	
Accounts receivable, less allowance for doubtful accounts of $4,700 in 2015 and $5,600 in 2014	  	 	696,300	  	 	 	641,000	  	
Program rights and prepayments	  	 	117,400	  	 	 	103,200	  	
Deferred tax assets	  	 	134,300	  	 	 	134,200	  	
Prepaid expenses and other	  	 	53,700	  	 	 	41,500	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	1,104,500	  	 	 	976,700	  	
Property and equipment, net	  	 	775,200	  	 	 	810,500	  	
Intangible assets, net	  	 	3,502,100	  	 	 	3,592,500	  	
Goodwill	  	 	4,591,800	  	 	 	4,591,800	  	
Deferred financing costs	  	 	78,500	  	 	 	74,400	  	
Program rights and prepayments	  	 	46,400	  	 	 	95,600	  	
Investments	  	 	150,100	  	 	 	78,300	  	
Restricted cash	  	 	—	 	 	 	92,700	  	
Other assets	  	 	86,100	  	 	 	73,800	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	10,334,700	  	 	$	10,386,300	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ DEFICIT	  				 				
Current liabilities:	  				 				
Accounts payable and accrued liabilities	  	$	227,600	  	 	$	233,100	  	
Deferred revenue	  	 	90,800	  	 	 	80,800	  	
Accrued interest	  	 	62,800	  	 	 	55,800	  	
Accrued license fees	  	 	37,600	  	 	 	39,400	  	
Program rights obligations	  	 	14,900	  	 	 	19,400	  	
Current portion of long-term debt and capital lease obligations	  	 	170,600	  	 	 	151,400	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	604,300	  	 	 	579,900	  	
Long-term debt and capital lease obligations	  	 	9,276,800	  	 	 	10,320,500	  	
Deferred tax liabilities	  	 	390,400	  	 	 	567,400	  	
Deferred revenue	  	 	521,700	  	 	 	570,200	  	
Other long-term liabilities	  	 	156,100	  	 	 	136,000	  	
	  	 	 	 	 	 	 	 	
Total liabilities	  	 	10,949,300	  	 	 	12,174,000	  	
	  	 	 	 	 	 	 	 	
Stockholders’ deficit:	  				 				
Class A Common Stock, par value $.001 per share, 50,000,000 authorized, 6,515,517 issued at September 30, 2015 and 6,481,609 issued at December 31, 2014	  	 	—	 	 	 	—	 	
Class B Common Stock, par value $.001 per share, 50,000,000 authorized, 3,477,917 issued at September 30, 2015 and December 31, 2014	  	 	—	 	 	 	—	 	
Class C Common Stock, par value $.001 per share, 10,000,000 authorized, 1,110,382 issued at September 30, 2015 and 842,850 issued at December 31, 2014	  	 	—	 	 	 	—	 	
Class D Common Stock, par value $.001 per share, 10,000,000 authorized, none issued at September 30, 2015 and December 31, 2014	  	 	—	 	 	 	—	 	
Preferred Shares, par value $.001 per share, 500,000 authorized, none issued at September 30, 2015 and December 31, 2014	  	 	—	 	 	 	—	 	
Additional paid-in-capital	  	 	5,466,100	  	 	 	4,299,700	  	
Accumulated deficit	  	 	(6,068,300	) 	 	 	(6,052,400	) 	
Accumulated other comprehensive loss	  	 	(13,500	) 	 	 	(35,300	) 	
	  	 	 	 	 	 	 	 	
Total Univision Holdings, Inc. stockholders’ deficit	  	 	(615,700	) 	 	 	(1,788,000	) 	
Non-controlling interest	  	 	1,100	  	 	 	300	  	
	  	 	 	 	 	 	 	 	
Total stockholders’ deficit	  	 	(614,600	) 	 	 	(1,787,700	) 	
	  	 	 	 	 	 	 	 	
Total liabilities and stockholders’ deficit	  	$	10,334,700	  	 	$	10,386,300	  	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except per-share data)

 	  	Nine Months Ended
September 30,	 	
 	  	2015	 	 	2014	 	
Revenue	  	$	2,122,500	  	 	$	2,183,700	  	
Direct operating expenses	  	 	652,500	  	 	 	773,100	  	
Selling, general and administrative expenses	  	 	532,600	  	 	 	542,700	  	
Impairment loss	  	 	86,200	  	 	 	12,300	  	
Restructuring, severance and related charges	  	 	22,500	  	 	 	13,400	  	
Depreciation and amortization	  	 	128,000	  	 	 	120,000	  	
Termination of management and technical assistance agreements	  	 	180,000	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Operating income	  	 	520,700	  	 	 	722,200	  	
Other expense (income):	  				 				
Interest expense	  	 	414,900	  	 	 	440,500	  	
Interest income	  	 	(7,300	) 	 	 	(4,300	) 	
Interest rate swap expense (income)	  	 	200	  	 	 	(100	) 	
Amortization of deferred financing costs	  	 	11,700	  	 	 	11,600	  	
Loss on extinguishment of debt and inducement	  	 	266,900	  	 	 	17,200	  	
Loss on equity method investments	  	 	39,900	  	 	 	82,200	  	
Other	  	 	1,200	  	 	 	500	  	
	  	 	 	 	 	 	 	 	
(Loss) income before income taxes	  	 	(206,800	) 	 	 	174,600	  	
(Benefit) provision for income taxes	  	 	(190,200	) 	 	 	35,400	  	
	  	 	 	 	 	 	 	 	
Net (loss) income	  	 	(16,600	) 	 	 	139,200	  	
Net loss attributable to non-controlling interest	  	 	(700	) 	 	 	(700	) 	
	  	 	 	 	 	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc.	  	$	(15,900	) 	 	$	139,900	  	
	  	 	 	 	 	 	 	 	
Net (loss) income per share attributable to Univision Holdings, Inc.	  				 				
Basic	  	$	(1.46	) 	 	$	12.97	  	
Diluted	  	$	(1.46	) 	 	$	9.34	  	
			
Weighted average shares outstanding	  				 				
Basic	  	 	10,907	  	 	 	10,790	  	
Diluted	  	 	10,907	  	 	 	15,772	  	
See Notes to Consolidated Financial Statements.
 
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 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited and in thousands)

 	  	Nine Months Ended
September 30,	 	
 	  	2015	 	 	2014	 	
Net (loss) income	  	$	(16,600	) 	 	$	139,200	  	
	  	 	 	 	 	 	 	 	
Other comprehensive (loss) income, net of tax:	  				 				
Unrealized (loss) gain on hedging activities	  	 	(20,200	) 	 	 	(23,400	) 	
Amortization of unrealized loss on hedging activities	  	 	8,800	  	 	 	8,900	  	
Unrealized gain on available for sale securities	  	 	34,300	  	 	 	40,100	  	
Currency translation adjustment	  	 	(1,100	) 	 	 	(200	) 	
	  	 	 	 	 	 	 	 	
Other comprehensive income	  	 	21,800	  	 	 	25,400	  	
	  	 	 	 	 	 	 	 	
Comprehensive income	  	 	5,200	  	 	 	164,600	  	
Comprehensive loss attributable to the non-controlling interest	  	 	(700	) 	 	 	(700	) 	
	  	 	 	 	 	 	 	 	
Comprehensive income attributable to Univision Holdings, Inc.	  	$	5,900	  	 	$	165,300	  	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIT
(Unaudited and in thousands)

 	 	Univision Holdings, Inc. Stockholders’ Deficit	 	 	 	 	 	 	 	
 	 	Common
Stock	 	 	Additional
Paid-in-Capital	 	 	Accumulated
Deficit	 	 	Accumulated
Other
Comprehensive
Loss	 	 	Total	 	 	Non-
controlling
Interest	 	 	Total
Equity	 	
Balance, December 31, 2013	 	$	—	  	 	$	4,166,500	  	 	$	(6,054,300	) 	 	$	(33,300	) 	 	$	(1,921,100	) 	 	$	1,300	  	 	$	(1,919,800	) 	
Net income (loss)	 	 	—	 	 	 	—	 	 	 	139,900	  	 	 	—	 	 	 	139,900	  	 	 	(700	) 	 	 	139,200	  	
Other comprehensive income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	25,400	  	 	 	25,400	  	 	 	—	 	 	 	25,400	  	
Proceeds from issuance of equity	 	 	—	 	 	 	124,400	  	 	 	—	 	 	 	—	 	 	 	124,400	  	 	 	—	 	 	 	124,400	  	
Purchase of treasury shares	 	 	—	 	 	 	(400	) 	 	 	—	 	 	 	—	 	 	 	(400	) 	 	 	—	 	 	 	(400	) 	
Share-based compensation	 	 	—	 	 	 	8,400	  	 	 	—	 	 	 	—	 	 	 	8,400	  	 	 	—	 	 	 	8,400	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, September 30, 2014	 	$	—	  	 	$	4,298,900	  	 	$	(5,914,400	) 	 	$	(7,900	) 	 	$	(1,623,400	) 	 	$	600	  	 	$	(1,622,800	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2014	 	$	—	  	 	$	4,299,700	  	 	$	(6,052,400	) 	 	$	(35,300	) 	 	$	(1,788,000	) 	 	$	300	  	 	$	(1,787,700	) 	
Net loss	 	 	—	 	 	 	—	 	 	 	(15,900	) 	 	 	—	 	 	 	(15,900	) 	 	 	(700	) 	 	 	(16,600	) 	
Other comprehensive income	 	 	—	 	 	 	—	 	 	 	—	 	 	 	21,800	  	 	 	21,800	  	 	 	—	 	 	 	21,800	  	
Proceeds from exercise of stock options	 	 	—	 	 	 	15,600	  	 	 	—	 	 	 	—	 	 	 	15,600	  	 	 	—	  	 	 	15,600	  	
Issuance of warrants	 	 	—	 	 	 	1,145,600	  	 	 	—	 	 	 	—	 	 	 	1,145,600	  	 	 	—	 	 	 	1,145,600	  	
Share-based compensation	 	 	—	 	 	 	5,200	  	 	 	—	 	 	 	—	 	 	 	5,200	  	 	 	—	 	 	 	5,200	  	
Capital proceeds from non-controlling interest	 	 	—	 	 	 	—	  	 	 	—	 	 	 	—	 	 	 	—	  	 	 	1,500	  	 	 	1,500	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, September 30, 2015	 	$	—	  	 	$	5,466,100	  	 	$	(6,068,300	) 	 	$	(13,500	) 	 	$	(615,700	) 	 	$	1,100	  	 	$	(614,600	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)

 	  	Nine Months Ended
September 30,	 	
 	  	2015	 	 	2014	 	
Cash flows from operating activities:	  				 				
Net (loss) income	  	$	(16,600	) 	 	$	139,200	  	
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:	  				 				
Depreciation	  	 	86,300	  	 	 	76,300	  	
Amortization of intangible assets	  	 	41,700	  	 	 	43,700	  	
Amortization of deferred financing costs	  	 	11,700	  	 	 	11,600	  	
Deferred income taxes	  	 	(192,100	) 	 	 	30,300	  	
Non-cash deferred advertising revenue	  	 	(44,900	) 	 	 	(45,100	) 	
Non-cash PIK interest income	  	 	(7,300	) 	 	 	(4,200	) 	
Non-cash interest rate swap activity	  	 	6,800	  	 	 	5,000	  	
Loss on equity method investments	  	 	39,900	  	 	 	82,200	  	
Impairment loss	  	 	86,800	  	 	 	13,600	  	
Loss on extinguishment of debt	  	 	15,800	  	 	 	400	  	
Share-based compensation	  	 	12,200	  	 	 	8,400	  	
Other non-cash items	  	 	(3,300	) 	 	 	1,500	  	
Changes in assets and liabilities:	  				 				
Accounts receivable, net	  	 	(55,400	) 	 	 	(68,600	) 	
Program rights and prepayments	  	 	9,900	  	 	 	9,500	  	
Prepaid expenses and other	  	 	(11,900	) 	 	 	3,500	  	
Accounts payable and accrued liabilities	  	 	(4,000	) 	 	 	(19,500	) 	
Accrued interest	  	 	7,000	  	 	 	40,500	  	
Accrued license fees	  	 	(1,800	) 	 	 	(500	) 	
Program rights obligations	  	 	(6,300	) 	 	 	(4,500	) 	
Deferred revenue	  	 	6,400	  	 	 	8,200	  	
Other long-term liabilities	  	 	(5,200	) 	 	 	(4,200	) 	
Other	  	 	8,300	  	 	 	6,400	  	
	  	 	 	 	 	 	 	 	
Net cash (used in) provided by operating activities	  	 	(16,000	) 	 	 	333,700	  	
	  	 	 	 	 	 	 	 	
Cash flows from investing activities:	  				 				
Proceeds from sale of fixed assets and other	  	 	2,000	  	 	 	1,000	  	
Investments	  	 	(47,800	) 	 	 	(5,300	) 	
Acquisition of assets	  	 	(1,500	) 	 	 	—	  	
Capital expenditures	  	 	(74,900	) 	 	 	(83,000	) 	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(122,200	) 	 	 	(87,300	) 	
	  	 	 	 	 	 	 	 	
Cash flows from financing activities:	  				 				
Proceeds from issuance of long-term debt	  	 	2,086,100	  	 	 	3,376,700	  	
Proceeds from issuance of short-term debt	  	 	635,000	  	 	 	408,000	  	
Payments of long-term debt and capital leases	  	 	(1,990,500	) 	 	 	(3,533,200	) 	
Payments of short-term debt	  	 	(615,000	) 	 	 	(470,000	) 	
Other refinancing activities net of fees	  	 	60,300	  	 	 	(200	) 	
Payments of equity related transaction fees	  	 	(8,800	) 	 	 	—	  	
Purchase of treasury shares	  	 	—	  	 	 	(400	) 	
Proceeds from issuance of equity	  	 	—	  	 	 	124,400	  	
Proceeds from stock options exercised	  	 	15,600	  	 	 	—	  	
Capital proceeds from non-controlling interest	  	 	1,500	  	 	 	1,500	  	
	  	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	  	 	184,200	  	 	 	(93,200	) 	
	  	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	  	 	46,000	  	 	 	153,200	  	
Cash and cash equivalents, beginning of period	  	 	56,800	  	 	 	43,900	  	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	  	$	102,800	  	 	$	197,100	  	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements.
 
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 UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
1. Summary of Significant Accounting Policies
Nature of operations —Univision Holdings, Inc. is a holding company and the ultimate parent of Univision Communications Inc. Univision Holdings, Inc. (formerly known as Broadcasting Media Partners, Inc.) owns Broadcast Media Partners Holdings, Inc. (“Broadcast Holdings”) which owns Univision Communications Inc. (together with its subsidiaries, collectively referred to herein as “UCI”). Univision Holdings, Inc., together with its subsidiaries are collectively referred to herein as the “Company” or “Univision.” The Company has no operations outside of UCI. The Company is controlled by Madison Dearborn Partners, LLC, Providence Equity Partners Inc., Saban Capital Group, Inc., TPG Global, LLC and its affiliates, Thomas H. Lee Partners, L.P. (collectively, the “Original Sponsors”) and their respective affiliates and Grupo Televisa S.A.B. and its affiliates (“Televisa”). Univision is the leading media company serving Hispanic America and has operations in two segments: Media Networks and Radio.
The Company’s Media Networks segment includes Univision Network; UniMás (formerly Telefutura); nine cable networks, including Galavisión and Univision Deportes Network; and the Company’s owned and operated television stations. The Media Networks segment also includes digital properties consisting of online and mobile websites and applications including Univision.com and UVideos , a bilingual digital video network. The Radio segment includes the Company’s owned and operated radio stations; Uforia , a comprehensive digital music platform; and any audio-only elements of Univision.com. Additionally, the Company incurs corporate expenses separate from the two segments which include general corporate overhead and unallocated, shared company expenses related to human resources, finance, legal and executive which are centrally managed and support the Company’s operating and financing activities. In addition, unallocated assets include deferred financing costs and fixed assets that are not allocated to the segments.
Basis of presentation —The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States for interim financial statements. The interim financial statements are unaudited, but include all adjustments, which are of a normal recurring nature, that management considers necessary to fairly present the financial position, the results of operations and cash flows for such periods. Results of operations of interim periods are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s 2014 Year End Financial Information.
Principles of consolidation —The consolidated financial statements include the accounts and operations of the Company and its majority owned and controlled subsidiaries. The Company has consolidated the special purpose entities associated with its accounts receivable facility and the four limited liability corporations associated with the Company’s consulting arrangement with its chairman of the Board of Directors, as the Company has determined that they are variable interest entities for which the Company is the primary beneficiary. This determination was based on the fact that these special purpose entities lack sufficient equity to finance their activities without additional support from the Company and, additionally, that the Company retains the risks and rewards of their activities. The consolidation of these special purpose entities does not have a significant impact on the Company’s consolidated financial statements. All intercompany accounts and transactions have been eliminated.
The Company accounts for investments over which it has significant influence but not a controlling financial interest using the equity method of accounting. Accordingly, the Company’s share of the earnings and losses of these companies is included in loss on equity method investments in the accompanying consolidated
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
statements of operations of the Company. For certain equity method investments, the Company’s share of earnings and losses is based on contractual liquidation rights. For investments in which the Company does not have significant influence, the cost method of accounting is used. Under the cost method of accounting, the Company does not record its share in the earnings and losses of the companies in which it has an investment. Investments are reviewed for impairment when events or circumstances indicate that there may be a decline in fair value that is other than temporary.
Use of estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses, including impairments, during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets; allowances for doubtful accounts; the valuation of derivatives, deferred tax assets, program rights and prepayments, fixed assets, intangibles, goodwill and share-based compensation; and reserves for income tax uncertainties and other contingencies.
Fair Value Measurements —The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
 
 	•	 	Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.	
 
 	•	 	Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.	
 
 	•	 	Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.	
Revenue recognition —Revenue is comprised of gross revenues from the Media Networks and Radio segments, including advertising revenue, subscriber fees, content licensing revenue, sales commissions on national advertising aired on Univision and UniMás affiliated television stations, less agency commissions and volume and prompt payment discounts. Media Networks television and Radio station advertising revenues are recognized when advertising spots are aired and performance guarantees, if any, are achieved. The achievement of performance guarantees is based on audience ratings from an independent research company. Subscriber fees received from cable and satellite multichannel video programming distributors (“MVPDs”) are recognized as revenue in the period that services are provided. The digital platform recognizes revenue primarily from video and display advertising, subscriber fees where digital content is provided on an authenticated basis, digital content licensing, and sponsorship advertisement revenue. Video and display advertising revenue is recognized as “impressions” are delivered and sponsorship revenue is recognized ratably over the contract period and as performance guarantees, if any, are achieved. “Impressions” are defined as the number of times that an advertisement appears in pages viewed by users of the Company’s Internet properties. Content licensing revenue is recognized when the content is delivered, all related obligations have been satisfied and all other revenue recognition criteria have been met. All revenue is recognized only when collection of the resulting receivable is reasonably assured.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
UCI has certain contractual commitments, with Televisa and others, to provide a future annual guaranteed amount of advertising and promotion time. The obligation associated with each of these commitments was recorded as deferred revenue at an amount equal to the fair value of the advertising and promotion time as of the date of the agreements providing for these commitments. Deferred revenue is earned and revenue is recognized as the related advertising and promotion time is provided. The Company’s deferred revenue, which is primarily related to the commitments with Televisa, resulted in revenue of $44.9 million and $45.2 million for the nine months ended September 30, 2015 and 2014, respectively.
Program and sports rights for television broadcast —The Company acquires rights to programming to exhibit on its broadcast and cable networks. Costs incurred to acquire television programs are capitalized when (i) the cost of the programming is reasonably determined, (ii) the programming has been accepted in accordance with the terms of the agreement, (iii) the programming is available for its first showing or telecast and (iv) the license period has commenced. Costs incurred in connection with the production of or purchase of rights to programs that are available and scheduled to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast beyond a one-year period are considered non-current. Program rights and prepayments on the Company’s balance sheet are subject to regular recoverability assessments.
The costs of programming rights for television shows, novelas and movies licensed under programming agreements are capitalized and classified as programming prepayments if the rights payments are made before the related economic benefit has been received. Program rights for television shows and movies are amortized over the program’s life, which is the period in which an economic benefit is expected to be generated, based on the estimated relative value of each broadcast of the program over the program’s life. Program costs are charged to operating expense as the programs are broadcast.
The costs of programming rights licensed under multi-year sports programming agreements are capitalized and classified as programming prepayments if the rights payments are made before the related economic benefit has been received. Program rights for multi-year sports programming arrangements are amortized over the license period based on the ratio of current-period direct revenues to estimated remaining total direct revenues over the remaining contract period. Program costs are charged to operating expense as the programs are broadcast.
The accounting for program rights and prepayments requires judgment, particularly in the process of estimating the revenues to be earned over the life of the contract and total costs to be incurred (“ultimate revenues”). These judgments are used in determining the amortization of, and any necessary impairment of, capitalized costs. Estimated revenues are based on factors such as historical performance of similar programs, actual and forecasted ratings and the genre of the program. Such measurements are classified as Level 3 within the fair value hierarchy as key inputs used to value program and sports rights include ratings and undiscounted cash flows. If planned usage patterns or estimated relative values by year were to change significantly, amortization of the Company’s rights costs may be accelerated or slowed.
Reclassifications —Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation.
New accounting pronouncements —In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC 606), as
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
amended. The amendments provide guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements and disclosures.
In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (ASC 835), and, in August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . These ASUs provide guidance on the presentation of debt issuance costs as a direct deduction from the carrying amount of the debt liability. The presentation and subsequent measurement of debt issuance costs associated with lines of credit, may be presented as an asset and amortized ratably over the term of the line of credit arrangement, regardless of whether there are outstanding borrowings on the arrangement. The recognition and measurement guidance for debt issuance costs are not affected by these ASUs. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of these ASUs will not have a significant impact on the Company’s consolidated financial statements or disclosures.
2. Property and Equipment
Property and equipment consists of the following:

 	  	September 30,
2015	 	 	December 31,
2014	 	
Land and improvements	  	$	120,800	  	 	$	129,900	  	
Buildings and improvements	  	 	374,100	  	 	 	388,900	  	
Broadcast equipment	  	 	395,900	  	 	 	399,300	  	
Furniture, computer and other equipment	  	 	256,100	  	 	 	233,800	  	
Land, building, transponder equipment and vehicles financed with capital leases	  	 	102,100	  	 	 	94,500	  	
	  	 	 	 	 	 	 	 	
	  	 	1,249,000	  	 	 	1,246,400	  	
Accumulated depreciation	  	 	(473,800	) 	 	 	(435,900	) 	
	  	 	 	 	 	 	 	 	
	  	$	775,200	  	 	$	810,500	  	
	  	 	 	 	 	 	 	 	
As of September 30, 2015, the Company has classified $11.5 million of land and buildings in the Media Networks segment and $1.2 million of land and buildings in the Radio segment as held for sale, which is included in prepaid expenses and other on the consolidated balance sheet. The carrying value reflects the estimated selling price based on market data, which is a Level 2 input. During the nine months ended September 30, 2015, the Company recorded an impairment loss of $6.5 million in the Media Networks segment and $2.4 million in the Radio segment, related to the write-down of these assets, as the book value of the properties was in excess of their fair value less costs to sell. During the nine months ended September 30, 2014, the Company recorded an impairment loss of $7.0 million in the Media Networks segment, related to the write-down of assets held for sale, as the book value of the property was in excess of its fair value less costs to sell.
During the nine months ended September 30, 2015 and 2014, the Company entered into approximately $8.3 million and $0.4 million of capital leases, respectively.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
3. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:

 	  	September 30,
2015	 	  	December 31,
2014	 	
Accounts payable and accrued liabilities	  	$	158,700	  	  	$	166,400	  	
Accrued compensation	  	 	68,900	  	  	 	66,700	  	
	  	 	 	 	  	 	 	 	
	  	$	227,600	  	  	$	233,100	  	
	  	 	 	 	  	 	 	 	
Restructuring, Severance and Related Charges
During the nine months ended September 30, 2015, the Company incurred restructuring, severance and related charges in the amount of $22.5 million. This amount includes a $19.5 million charge related to broader-based cost-saving restructuring initiatives and $3.0 million related to severance charges for individual employees. The severance charge of $3.0 million is related to miscellaneous severance agreements primarily with corporate employees. The $19.5 million charge recognized during the nine months ended September 30, 2015 includes $15.8 million resulting from restructuring activities that were initiated in 2012 and $3.7 million resulting from the restructuring activities across local media platforms, as presented in the tables below:

 	  	Nine Months Ended September 30, 2015
Charges Resulting From
Restructuring Activities
Initiated in 2012	 	
 	  	Employee
Termination
Benefits	 	  	Contract
Termination
Costs	 	  	Total	 	
Media Networks	  	$	6,900	  	  	$	1,900	  	  	$	8,800	  	
Radio	  	 	1,600	  	  	 	1,900	  	  	 	3,500	  	
Corporate	  	 	3,500	  	  	 	—	  	  	 	3,500	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	12,000	  	  	$	3,800	  	  	$	15,800	  	

													
 	  	Nine Months Ended September 30, 2015
Charges Resulting From
Restructuring Activities
Across Local Media Platforms
Initiated in 2014	 	
 	  	Employee
Termination
Benefits	 	  	Contract
Termination
Costs	 	  	Total	 	
Media Networks	  	$	100	  	  	$	—	  	  	$	100	  	
Radio	  	 	1,300	  	  	 	2,300	  	  	 	3,600	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	1,400	  	  	$	2,300	  	  	$	3,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Employee termination benefits are expected to be paid within twelve months from September 30, 2015. Balances related to restructuring lease obligations in contract termination costs will be settled over the remaining lease term. As of September 30, 2015, future charges arising from additional activities associated with the 2012 and 2014 restructuring activities cannot be reasonably estimated.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
During the nine months ended September 30, 2014, the Company incurred restructuring, severance and related charges in the amount of $13.4 million. This amount includes a $13.8 million charge related to broader-based cost-saving restructuring initiatives, partially offset by a $0.4 million benefit related to the adjustment of severance charges for individual employees. The severance benefit of $0.4 million is related to miscellaneous severance agreements. The restructuring initiatives include $8.0 million resulting from restructuring activities that were initiated in 2012 and $5.8 million resulting from the restructuring activities across local media platforms, as presented in the tables below:

 	  	Nine Months Ended September 30, 2014
Charges Resulting From
Restructuring Activities
Initiated in 2012	 	
 	  	Employee
  Termination  
Benefits	 	  	Contract
  Termination  
Costs	 	  	Total	 	
Media Networks	  	$	3,700	  	  	$	400	  	  	$	4,100	  	
Radio	  	 	3,400	  	  	 	300	  	  	 	3,700	  	
Corporate	  	 	—	  	  	 	200	  	  	 	200	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	7,100	  	  	$	900	  	  	$	8,000	  	

													
 	  	Nine Months Ended September 30, 2014
Charges Resulting From
Restructuring Activities
Across Local Media Platforms
Initiated in 2014	 	
 	  	Employee
  Termination  
Benefits	 	  	Contract
  Termination  
Costs	 	  	Total	 	
Media Networks	  	$	3,100	  	  	$	—	  	  	$	3,100	  	
Radio	  	 	2,600	  	  	 	100	  	  	 	2,700	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Consolidated	  	$	5,700	  	  	$	100	  	  	$	5,800	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The following tables presents the activity in the restructuring liabilities during the nine months ended September 30, 2015 and 2014, related to restructuring activities initiated in 2012.

 	  	Restructuring Activities Initiated in 2012	 	
 	  	Employee
Termination
Benefits	 	 	Contract
Termination
Costs	 	 	Total	 	
Accrued restructuring as of December 31, 2014	  	$	24,300	  	 	$	4,100	  	 	$	28,400	  	
Restructuring expense	  	 	15,800	  	 	 	3,800	  	 	 	19,600	  	
Reversals	  	 	(3,800	) 	 	 	—	  	 	 	(3,800	) 	
Transfers	  	 	—	  	 	 	400	  	 	 	400	  	
Cash payments	  	 	(18,200	) 	 	 	(2,200	) 	 	 	(20,400	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of September 30, 2015	  	$	18,100	  	 	$	6,100	  	 	$	24,200	  	

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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)

 	  	Restructuring Activities Initiated in 2012	 	
 	  	Employee
Termination
Benefits	 	 	Contract
Termination
Costs	 	 	Total	 	
Accrued restructuring as of December 31, 2013	  	$	12,900	  	 	$	5,400	  	 	$	18,300	  	
Restructuring expense	  	 	8,900	  	 	 	1,600	  	 	 	10,500	  	
Reversals	  	 	(1,800	) 	 	 	(700	) 	 	 	(2,500	) 	
Cash payments	  	 	(15,300	) 	 	 	(2,100	) 	 	 	(17,400	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of September 30, 2014	  	$	4,700	  	 	$	4,200	  	 	$	8,900	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Of the $24.2 million accrued as of September 30, 2015 related to the restructuring activities initiated in 2012, $21.0 million is included in current liabilities and $3.2 million is included in non-current liabilities. Of the $28.4 million accrued as of December 31, 2014 related to the restructuring activities initiated in 2012, $25.5 million is included in current liabilities and $2.9 million is included in non-current liabilities.
The following table presents the activity in the restructuring liabilities during the nine months ended September 30, 2015 and 2014, related to restructuring activities across local media platforms.

 	  	Restructuring Activities Across
Local Media Platforms Initiated in 2014	 	
 	  	Employee
Termination
Benefits	 	 	Contract
Termination
Costs	 	 	Total	 	
Accrued restructuring as of December 31, 2014	  	$	1,900	  	 	$	1,100	  	 	$	3,000	  	
Restructuring expense	  	 	1,500	  	 	 	2,300	  	 	 	3,800	  	
Reversals	  	 	(100	) 	 	 	—	  	 	 	(100	) 	
Transfers	  	 	—	  	 	 	200	  	 	 	200	  	
Cash payments	  	 	(3,000	) 	 	 	(1,000	) 	 	 	(4,000	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Accrued restructuring as of September 30, 2015	  	$	300	  	 	$	2,600	  	 	$	2,900	  	

													
 	  	Restructuring Activities Across
Local Media Platforms Initiated in 2014	 	
 	  	Employee
Termination
Benefits	 	 	Contract
Termination
Costs	 	  	Total	 	
Accrued restructuring as of December 31, 2013	  	$	—	  	 	$	—	  	  	$	—	  	
Restructuring expense	  	 	5,700	  	 	 	100	  	  	 	5,800	  	
Reversals	  	 	—	  	 	 	—	  	  	 	—	  	
Transfers	  	 	—	  	 	 	400	  	  	 	400	  	
Cash payments	  	 	(2,100	) 	 	 	—	  	  	 	(2,100	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	
Accrued restructuring as of September 30, 2014	  	$	3,600	  	 	$	500	  	  	$	4,100	  	
	  	 	 	 	 	 	 	 	  	 	 	 	
Of the $2.9 million accrued as of September 30, 2015 related to restructuring activities across local media platforms, $1.9 million is included in current liabilities and $1.0 million is included in non-current liabilities. Of the $3.0 million accrued as of December 31, 2014 related to restructuring activities across local media platforms, $2.0 million is included in current liabilities and $1.0 million is included in non-current liabilities.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
4. Intangible Asset Impairments
Intangible assets with indefinite lives, such as television and radio broadcast licenses and trade names, are not amortized and are tested for impairment annually or more frequently if circumstances indicate a possible impairment exists.
During the second quarter of 2015, the Company determined that it was necessary to perform an interim quantitative impairment test on the Radio segment Federal Communications Commission (“FCC”) licenses and trade name due to declines in radio market revenue and management’s assessment of long-term growth rates.
The radio broadcast licenses have indefinite lives because the Company expects to renew them and renewals are routinely granted with little cost, provided that the licensee has complied with the applicable rules and regulations of the FCC. Historically, all material radio licenses that have been up for renewal have been renewed. The Company is unable to predict the effect that further technological changes will have on the radio industry or the future results of its radio broadcast business. The radio broadcast licenses and the related cash flows are expected to continue indefinitely, and as a result the broadcast licenses have an indefinite useful life. The fair value of the radio broadcast licenses is determined using the direct valuation method which is classified as a Level 3 measurement. Under the direct valuation method, the fair value of the radio broadcast licenses is calculated at the network or market level, as applicable. The application of the direct valuation method attempts to isolate the income that is properly attributable to the radio broadcast licenses alone (that is, apart from tangible and identified intangible assets and goodwill). It is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and whose only other assets have essentially been paid for (or added) as part of the build-up process. Under the direct valuation method, it is assumed that rather than acquiring radio broadcast licenses as part of a going concern business, the buyer hypothetically develops television and radio broadcast licenses and builds a new operation with similar attributes from inception. Thus, the buyer incurs start-up costs during the build-up phase. Initial capital costs are deducted from the discounted cash flow model which results in a value that is directly attributable to the indefinite-lived intangible assets. The key assumptions using the direct valuation method are market revenue growth rates, market share, profit margin, duration and profile of the build-up period, estimated start-up capital costs and losses incurred during the build-up period, the risk-adjusted discount rate and terminal values. The market revenue growth rate assumption is impacted by, among other things, factors affecting the local advertising market for radio stations. This data is populated using industry normalized information representing an average FCC license within a market. For the Company’s interim broadcast license impairment testing, significant unobservable inputs utilized included a discount rate of 9.0% and terminal growth rates ranging from 0.4% to 2.5%.
For trade names assessed for impairment quantitatively, the Company assesses recoverability by utilizing the relief from royalty method to determine the estimated fair value for each indefinite-lived intangible asset which is classified as a Level 3 measurement. The relief from royalty method estimates the Company’s theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates. Discount rates, royalty rates, growth rates and sales projections are the assumptions most sensitive and susceptible to change as they require significant management judgment. Discount rates used are similar to the rates estimated by the weighted average cost of capital (“WACC”) considering any differences in Company-specific risk factors and the uncertainty related to the radio segment’s ability to execute on the projected cash flows. Royalty rates are established by management and are periodically substantiated by third-party valuation consultants. Operational management,
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
considering industry and Company-specific historical and projected data, develops growth rates and sales projections associated with the trademarks. Terminal value rate determination follows common methodology of capturing the present value of perpetual sales estimates beyond the last projected period assuming a constant WACC and constant long-term growth rates.
During the nine months ended September 30, 2015, the Company recognized impairment losses in the Radio segment of $47.7 million related to the write-down of broadcast licenses and $4.0 million related to the write-down of a trade name based on a review of market conditions and management’s assessment of long-term growth rates. No such impairment losses were recorded during the nine months ended September 30, 2014.
5. Financial Instruments and Fair Value Measures
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value.
Interest Rate Swaps —Currently, the Company uses interest rate swaps to manage its interest rate risk. The interest rate swap asset of $2.5 million and the interest rate swap liability of $79.0 million as of September 30, 2015 and the interest rate swap asset of $0.9 million and the interest rate swap liability of $51.9 million as of December 31, 2014 were measured at fair value primarily using significant other observable inputs (Level 2). In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
The majority of inputs into the valuations of the Company’s interest rate derivatives include market-observable data such as interest rate curves, volatilities, and information derived from, or corroborated by market-observable data. Additionally, a specific unobservable input used by the Company in determining the fair value of its interest rate derivatives is an estimation of current credit spreads to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. The inputs utilized for the Company’s own credit spread are based on implied spreads from its privately placed debt securities with an established trading market. For counterparties with publicly available credit information, the credit spreads over the London Interbank Offered Rate (“LIBOR”) used in the calculations represent implied credit default swap spreads obtained from a third party credit data provider. Once these spreads have been obtained, they are used in the fair value calculation to determine the credit valuation adjustment (“CVA”) component of the derivative valuation. The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
The CVAs associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by its counterparties. If the CVA is a significant component of the derivative valuation, the Company will classify the fair value of the derivative as a Level 3 measurement. If required, any transfer between Level 2 and Level 3 will occur at the end of the reporting period. At September 30, 2015 and December 31, 2014, the Company has assessed the significance of the impact of the CVAs on the overall valuation of its derivative positions and has determined that the CVAs are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified as Level 2 measurements.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Available-for-Sale Securities —The Company’s available-for-sale securities relate to its investment in convertible notes with an equity method investee. The convertible notes are recorded at fair value through adjustments to other comprehensive income (loss). The fair value of the convertible notes is classified as a Level 3 measurement due to the significance of unobservable inputs which utilize company-specific information. The Company uses an income approach to value the notes’ fixed income component and the Black-Scholes model to value the conversion feature. Key inputs to the Black-Scholes model include the underlying security value, strike price, volatility, time-to-maturity and risk-free rate. See Note 6. Investments .
Fair Value of Debt Instruments —The carrying value and fair value of the Company’s and UCI’s debt instruments as of September 30, 2015 and December 31, 2014 are set out in the following tables. The fair values of the credit facilities are based on market prices (Level 1). The fair values of the senior notes are based on industry curves based on credit rating (Level 2). The fair value of the convertible debentures is estimated using a valuation method based on assumptions including expected volatility, risk-free interest rate, bond yield, recovery rate, and expected term (Level 3). The accounts receivable facility carrying value approximates fair value (Level 1).

 	  	As of September 30, 2015	 	
 	  	Carrying Value	 	  	Fair Value	 	
Bank senior secured revolving credit facility maturing in 2018 (a)	  	$	—	  	  	$	—	  	
Incremental bank senior secured term loan facility maturing in 2020	  	 	1,218,300	  	  	 	1,206,100	  	
Replacement bank senior secured term loan facility maturing in 2020	  	 	3,305,200	  	  	 	3,272,100	  	
Senior notes—8.5% due 2021	  	 	818,500	  	  	 	853,300	  	
Senior secured notes—6.75% due 2022	  	 	1,119,800	  	  	 	1,160,000	  	
Senior secured notes—5.125% due 2023	  	 	1,214,100	  	  	 	1,154,900	  	
Senior secured notes—5.125% due 2025	  	 	1,570,700	  	  	 	1,477,500	  	
Accounts receivable facility maturing in 2018	  	 	120,000	  	  	 	120,000	  	
	  	 	 	 	  	 	 	 	
	  	$	9,366,600	  	  	$	9,243,900	  	

(a)	An amendment to the credit agreement governing UCI’s senior secured credit facilities was entered into on September 3, 2015 and increases UCI’s borrowing capacity under the revolving credit facility to $850.0 million, contingent upon the Company’s proposed initial public offering being consummated prior to December 15, 2015, the application of certain specified use of proceeds of the Company’s proposed initial public offering and other customary conditions.	

 	  	As of December 31, 2014	 	
 	  	Carrying Value	 	  	Fair Value	 	
Bank senior secured revolving credit facility maturing in 2018	  	$	—	  	  	$	—	  	
Incremental bank senior secured term loan facility maturing in 2020	  	 	1,228,000	  	  	 	1,198,800	  	
Replacement bank senior secured term loan facility maturing in 2020	  	 	3,329,700	  	  	 	3,246,500	  	
Senior secured notes—6.875% due 2019	  	 	1,197,000	  	  	 	1,249,400	  	
Senior secured notes—7.875% due 2020	  	 	750,000	  	  	 	803,000	  	
Senior notes—8.5% due 2021	  	 	818,900	  	  	 	873,700	  	
Senior secured notes—6.75% due 2022	  	 	1,120,800	  	  	 	1,214,500	  	
Senior secured notes—5.125% due 2023	  	 	700,000	  	  	 	714,400	  	
Convertible debentures—1.5% due 2025	  	 	1,150,500	  	  	 	1,966,100	  	
Accounts receivable facility maturing in 2018	  	 	100,000	  	  	 	100,000	  	
	  	 	 	 	  	 	 	 	
	  	$	10,394,900	  	  	$	11,366,400	  	

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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
6. Investments
The carrying value of the Company’s investments is as follows:

 	  	September 30,
2015	 	  	December 31,
2014	 	
Investments in equity method investees	  	$	145,900	  	  	$	74,000	  	
Cost method investments	  	 	4,200	  	  	 	4,300	  	
	  	 	 	 	  	 	 	 	
	  	$	150,100	  	  	$	78,300	  	
	  	 	 	 	  	 	 	 	
Equity method investments primarily includes UCI’s investment in Fusion Media Network, LLC (“Fusion”), a joint venture with Walt Disney Company’s ABC News, which is a 24-hour English language news and lifestyle TV and digital network targeted at young English speaking Hispanics and their peers, and UCI’s investment in El Rey Holdings LLC (“El Rey”) which owns and operates, among other assets, the El Rey television network, a 24-hour English-language general entertainment cable network targeting young adult audiences.
Fusion (formerly known as Univision ABC News Network, LLC) was formed in July 2012 and provides programming on both linear and digital platforms. The Fusion linear network launched in October 2013. UCI holds a 50% non-controlling interest in the joint venture, which is accounted for as an equity method investment. During the nine months ended September 30, 2015, as part of a new capital investment by the two joint venture partners, UCI invested $11.5 million in Fusion for general use and an additional $5.6 million for use solely in the development of Fusion’s digital business. During the nine months ended September 30, 2014, UCI contributed $4.3 million in Fusion.
During the nine months ended September 30, 2015, the Company recognized a loss of $17.8 million related to its share of Fusion’s net losses. Based on the contractual obligations to make further contributions to Fusion arising from the new capital investment arrangement described above, the Company’s share of Fusion net losses exceeded its equity method investment basis, and the Company recorded an equity method investment liability of $0.7 million classified as accrued liabilities on the balance sheet as of September 30, 2015.
During the nine months ended September 30, 2014, the Company recognized a loss of $11.9 million related to its share of Fusion’s net losses. Since the Company had not guaranteed or otherwise committed to provide any further financial support to Fusion, the Company discontinued application of the equity method of accounting in the third quarter of 2014 once its investment in Fusion reached zero.
El Rey was formed in May 2013, and the El Rey television network launched in December 2013. On May 14, 2013, UCI invested approximately $2.6 million for a 4.99% equity and voting interest in El Rey. Additionally, UCI invested approximately $72.4 million in the form of a convertible note subject to restrictions on transfer. The convertible note is a twelve year note that bears interest at 7.5%. Interest is added to principal as it accrues annually. A portion of the initial principal of the note may be converted into equity after two years and the entire initial principal may be converted following four years after the launch of the network; provided that the maximum voting interest for UCI’s combined equity interest cannot exceed 49% for the first six years after the network’s launch. In November 2014, UCI invested an additional $25 million in El Rey in the form of a convertible note on the same terms as the original convertible note as contemplated under the El Rey limited
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
liability company agreement. On February 23, 2015, UCI invested an additional $30 million in exchange for convertible notes with substantially the same terms as the original notes, except that (i) the conversion of the new notes will be based upon a $0.40 / unit conversion price (as opposed to a $1.00 / unit conversion price for the original notes), and (ii) following conversion, the units received in respect of the new notes are entitled to proceeds in a priority position as compared to the units received in respect of the original and additional notes and are also entitled to a specified additional return once the investment on the original and additional notes is recouped. For a period following December 1, 2020 UCI has a right to call, and the initial majority equity owners have the right to put, in each case at fair market value, a portion of such owners’ equity interest in El Rey. For a period following December 1, 2023 UCI has a similar right to call, and such owners have a similar right to put, all of such owners’ equity interest in El Rey.
UCI accounts for its equity investment under the equity method of accounting due to the fact that although UCI has less than a 20% interest, it exerts significant influence over El Rey. UCI’s share of earnings and losses is recorded based on contractual liquidation rights and not on relative equity ownership. To the extent that UCI’s share of El Rey’s losses exceeds UCI’s equity investment; UCI reduces the carrying value of its investment in El Rey’s convertible notes. As a result, the carrying value of UCI’s equity investment in El Rey does not equal UCI’s proportionate ownership in El Rey’s net assets. During the nine months ended September 30, 2015, the Company recognized a loss of $21.8 million related to its share of El Rey’s net losses. During the nine months ended September 30, 2014, the Company recognized a loss of $70.3 million related to its share of El Rey’s net losses.
The El Rey convertible notes are debt securities which are classified as available-for-sale securities. During the nine months ended September 30, 2015, the Company recorded unrealized gains of approximately $56.5 million to other comprehensive income to adjust the convertible debt, including all interest, to their fair value of $145.5 million. During the nine months ended September 30, 2014, the Company recorded unrealized gains of approximately $66.2 million to other comprehensive income to adjust the convertible note entered into in May 2013 to its fair value of $86.4 million. During the nine months ended September 30, 2015, the Company recorded interest income of $7.3 million related to the convertible debt. During the nine months ended September 30, 2014, the Company recorded interest income of $4.2 million related to the convertible debt. As of September 30, 2015 and December 31 2014, the net investment balance was $145.5 million and $73.5 million, respectively.
During the nine months ended September 30, 2015 and 2014 the Company recognized an impairment loss of $0.6 million and $1.3 million, respectively, in other non-operating expense related to the impairment of a cost method investment in the Media Networks segment, as the Company determined that the investment incurred an other than temporary decline in fair value.
7. Related Party Transactions
Original Sponsors
Management Fee Agreement
The Company and affiliates of the Original Sponsors entered into a sponsor management agreement with UCI (the “Sponsor Management Agreement”) under which certain affiliates of the Original Sponsors provide UCI with management, consulting and advisory services. Effective as of March 31, 2015, the Company and UCI entered into an agreement with affiliates of the Original Sponsors to terminate the Sponsor Management Agreement. Under this agreement, UCI agreed to pay a reduced termination fee and the reduced quarterly service
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
fees referenced below in full satisfaction of its obligations to the affiliates of Original Sponsors under the Sponsor Management Agreement. Pursuant to such termination agreement, the Company paid a termination fee of $112.4 million on April 14, 2015 to affiliates of the Original Sponsors and will continue to pay the reduced quarterly aggregate service fee described below until no later than December 31, 2015. Prior to entering into the termination agreement effective March 31, 2015, the quarterly aggregate service fee was 1.3% of operating income, and commencing with the second quarter of 2015, 1.26% of operating income, in each case before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The management fee for the nine months ended September 30, 2015 and 2014 was $12.6 million and $12.0 million, respectively. The out-of-pocket expenses for the nine months ended September 30, 2015 and 2014 were $0.9 million and $0.8 million, respectively.
Other Agreements and Transactions
Univision has a consulting arrangement with an entity controlled by the Chairman of the Board of Directors. No compensation expense was recognized during the nine months ended September 30, 2015 or 2014.
The Original Sponsors are private investment firms that have investments in companies that may do business with UCI. No individual Original Sponsor has a controlling ownership interest in UCI. The Original Sponsors have controlling ownership interests or ownership interests with significant influence with companies that do business with UCI.
UCI began broadcasting a musical competition television show on the Univision Network in September 2015, pursuant to an arrangement with the owners of the rights to the program, including an entity controlled by Saban Capital Group, Inc. In connection with this arrangement, the owners of the program have agreed to grant to Televisa certain broadcast rights in Mexico to the show, together with certain format and exploitation rights.
Televisa
Program License Agreement
Pursuant to the program license agreement entered into effective 2011 (the “2011 PLA”) and a predecessor program license agreement (the “Prior PLA”) between Televisa and UCI, UCI committed to provide future advertising and promotion time at no charge to Televisa with a cumulative historical fair value of $970.0 million. The book value remaining under these commitments as of September 30, 2015 and December 31, 2014 was $562.5 million and $607.4 million, respectively, based on the fair value of UCI’s advertising commitments at the dates the Prior PLA and 2011 PLA were entered into. For the nine months ended September 30, 2015 and 2014, the Company recognized revenue of $44.9 million and $45.1 million, respectively, based on the fair value of UCI’s advertising commitments at the dates the Prior PLA and 2011 PLA were entered into.
On July 1, 2015, UCI entered into an amendment to the 2011 PLA (the “PLA Amendment”). Under the PLA Amendment, the terms of the existing strategic relationship between Univision and Televisa have been amended as follows: (i)  Reduced Royalty Rates/ Additional Revenue Subject to Royalties —In exchange for UCI agreeing to make certain additional revenue subject to the royalty, effective January 1, 2015, Televisa receives reduced royalties from UCI based on 11.84 percent, compared to 11.91 percent under the prior terms, of substantially all of UCI’s Spanish-language media networks revenues through December 2017. At that time, royalty payments to Televisa will increase by a comparable amount to 16.13 percent, compared to 16.22 percent. Additionally, Televisa will continue to receive an incremental 2 percent in royalty payments on such media
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
networks revenues above an increased revenue base of $1.66 billion, compared to the prior revenue base of $1.65 billion. The PLA Amendment further states that the royalty rate will again increase by a comparable amount to 16.45 percent starting later in 2018, compared to the prior rate of 16.54 percent, for the remainder of the term. With this second rate increase, Televisa will receive an incremental 2 percent in royalty payments above a reduced revenue base of $1.63 billion; (ii)  Advertising Commitment —UCI will have the right, on an annual basis to reduce the minimum amount of advertising it has committed to provide to Televisa by up to 20% for UCI’s use to sell advertising or satisfy ratings guarantees to certain advertisers. On September 2, 2015 UCI notified Televisa of its intent to take back advertising in the fourth quarter of up to 20% of the unused amount as of the date of the notice; and (iii)  Term Extension —Upon consummation of Univision’s proposed initial public offering of its common stock, the PLA Amendment extends the term of the program license agreement from its current expiration date of the later of 2025 or 7.5 years after Televisa voluntarily sells at least two-thirds of the shares (including shares resulting from the conversion of its convertible debentures) that it held immediately following its investment in Univision (the “Televisa Sell-Down”), unless certain change of control events happen, to the later of 2030 or 7.5 years after a Televisa Sell-Down.
At the same time UCI and Televisa amended the program license agreement entered into with an affiliate of Televisa for the territory of Mexico to conform to certain other amendments contained in the PLA Amendment.
During the nine months ended September 30, 2015, the Company had total license fees of $208.5 million, all of which were related to the 2011 PLA. During the nine months ended September 30, 2014, of the Company’s total license fees of $285.0 million, the license fee to Televisa related to the 2011 PLA was $218.1 million. As of September 30, 2015 the Company’s total accrued license fee was $37.6 million, all of which related to the 2011 PLA and as of December 31, 2014, the Company’s total accrued license fee was $39.4 million, $31.7 million of which related to the 2011 PLA.
Memorandum of Understanding, Conversion of Debentures and Related Fee
On July 1, 2015, the Company and Televisa entered into a Memorandum of Understanding (“MOU”). Under the terms of the MOU, Univision and Televisa have agreed to the following: (i)  FCC Matters —Televisa and Univision agreed jointly to file a petition for declaratory ruling with the FCC seeking (a) an increase in the authorized aggregate foreign ownership of Univision’s issued and outstanding shares of common stock from 25% to 49% and (b) to authorize Televisa to hold up to 40% of Univision’s issued and outstanding shares of common stock (in both cases on a voting and an equity basis). Univision and Televisa have agreed to file the petition by the earlier of 30 days after the consummation of Univision’s proposed initial public offering and January 5, 2016. In addition, Univision agreed that, after its Original Sponsors have sold 75% of their common stock, Univision will file an application for any required FCC approval of a transfer of control of Univision to the public stockholders or as otherwise may be required; (ii)  Equity Capitalization Amendment —The equity capitalization of Univision will be adjusted to realign the economic and voting interests of Televisa and Univision’s other stockholders prior to Univision’s proposed initial public offering. As a result, Televisa will hold common stock with approximately 22% of the voting rights of Univision’s common stock and may obtain additional voting rights depending on its future equity ownership and the outcome of the FCC petition process described above. The classes of Univision’s shares of common stock to be held by Televisa will also provide Televisa the right to designate a minimum number of directors to Univision’s board of directors; and (iii)  Conversion of Debentures —Televisa converted $1.125 billion of the Company’s debentures into 4,858,485 equity-classified warrants. The conversion of the debentures into equity-classified warrants was contemplated by the debentures, including the conversion ratio and the Company induced Televisa to convert their debentures by paying Televisa
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
$135.1 million as a one-time payment. The Company utilized cash available at Univision, including the restricted cash of $92.7 million which had collateralized the letter of credit, in partial payment of the inducement. The remaining cash came from operations. These warrants are exercisable at $0.01 per share for Class C and/or Class D common stock (Class T-1 and/or Class T-2 common stock, respectively, as of the closing of the Company’s proposed initial public offering) subject to applicable laws and regulations and certain contractual limitations. If sold or transferred, a non-Televisa holder would receive Class A common stock upon exercise. The warrants have no voting rights and receive anti-dilution protections, including an adjustment of the conversion price in the event of a stock split, dividend, recapitalization or reclassification of certain classes of Univision’s stock and certain distributions made in respect of certain classes of Univision’s stock. The warrants will expire and no longer be exercisable after ten years; however, the warrants will automatically be extended for nine (9) successive ten (10) year periods unless the holder provides written notice to the Company of its election not to extend the term. On July 15, 2015, Televisa exercised 267,532 warrants and received an equivalent number of Class C common stock. At September 30, 2015, Televisa holds 4,590,953 warrants. The warrants are recorded in additional-paid-in-capital.
In consideration for the PLA Amendment, the MOU and other agreements entered into at the same time, UCI made a one-time payment of $4.5 million to Televisa on July 6, 2015.
Technical Assistance Agreement
In connection with its investment in Univision, Televisa entered into an agreement with Univision and UCI under which Televisa provides UCI with technical assistance related to UCI’s business. Effective as of March 31, 2015, the Company and UCI entered into an agreement with Televisa to terminate the technical assistance agreement. Under this agreement, UCI agreed to pay a reduced termination fee and the increased quarterly service fees referenced below in full satisfaction of UCI’s obligations to Televisa under the technical assistance agreement. Pursuant to such termination agreement, the Company paid a termination fee of $67.6 million on April 14, 2015 to Televisa and will continue to pay the increased quarterly service fee described below until no later than December 31, 2015. Prior to entering into the termination agreement effective March 31, 2015, the quarterly fee was 0.7% of operating income, and commencing with the second quarter of 2015, 0.74% of operating income, in each case, before depreciation and amortization, subject to certain adjustments, as well as reimbursement of out-of-pocket expenses. The fees for the nine months ended September 30, 2015 and 2014 were $7.4 million and $6.4 million, respectively.
Capital Contribution
On January 30, 2014, a group of institutional investors invested $125.0 million in the Company in exchange for Class A common stock representing approximately 1.5% of the fully diluted equity pursuant to an Investment Agreement dated January 30, 2014 with the Company and the other parties named therein. The Company contributed $124.4 million, net of offering costs, to UCI. UCI used this contribution to repurchase a portion of its 6.75% senior secured notes due 2022. See Note 8. Debt .
Fusion
In connection with its investment in Fusion, UCI provides certain facilities support and capital assets, engineering and operations support, field acquisition/newsgathering and business services (the “support services”). In return, UCI receives reimbursement of certain costs. During the nine months ended September 30,
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
2015 and 2014, the Company recognized $6.6 million and $8.3 million, respectively, related to the support services. As of September 30, 2015 and December 31, 2014, the Company has a receivable of $2.1 million, and $1.6 million, respectively, due from Fusion. The Company has recorded a liability of $23.8 million and $27.2 million as of September 30, 2015 and December 31, 2014, respectively, related to advance payments associated with the future use of certain facilities and capital assets. In addition, UCI licenses certain content and other intellectual property to Fusion on a royalty-free basis and UCI is reimbursed for third-party costs in connection with the use of such content.
El Rey
In connection with its investment in El Rey, UCI provides certain distribution, advertising sales and back office/technical services to El Rey for fees generally based on incremental costs incurred by UCI in providing such services, including compensation costs for certain dedicated UCI employees performing such services, an allocation of certain UCI facilities costs and a use fee during the useful life of certain UCI assets used by El Rey in connection with the provision of the services. UCI also receives an annual $3.0 million management fee which is recorded as a component of revenue. UCI has also agreed to provide certain English-language soccer programming in exchange for a license fee and promotional support to the El Rey television network. During the nine months ended September 30, 2015 and 2014, the Company recognized $10.9 million and $8.9 million, respectively, for the management fee and reimbursement of costs. As of September 30, 2015 and December 31, 2014, the Company has a receivable of $2.0 million and $2.2 million, respectively, related to these management fees and costs.
8. Debt
Long-term debt consists of the following as of:

 	  	September 30,
2015	 	 	December 31,
2014	 	
Bank senior secured revolving credit facility maturing in 2018	  	$	—	  	 	$	—	  	
Incremental bank senior secured term loan facility maturing in 2020	  	 	1,218,300	  	 	 	1,228,000	  	
Replacement bank senior secured term loan facility maturing in 2020	  	 	3,305,200	  	 	 	3,329,700	  	
Senior secured notes—6.875% due 2019	  	 	—	  	 	 	1,197,000	  	
Senior secured notes—7.875% due 2020	  	 	—	  	 	 	750,000	  	
Senior notes—8.5% due 2021	  	 	818,500	  	 	 	818,900	  	
Senior secured notes—6.75% due 2022	  	 	1,119,700	  	 	 	1,120,800	  	
Senior secured notes—5.125% due 2023	  	 	1,214,100	  	 	 	700,000	  	
Senior secured notes—5.125% due 2025	  	 	1,570,700	  	 	 	—	  	
Convertible debentures—1.5% due 2025	  	 	—	  	 	 	1,150,500	  	
Accounts receivable facility maturing in 2018	  	 	120,000	  	 	 	100,000	  	
Capital lease obligations	  	 	80,900	  	 	 	77,000	  	
	  	 	 	 	 	 	 	 	
	  	 	9,447,400	  	 	 	10,471,900	  	
Less current portion	  	 	(170,600	) 	 	 	(151,400	) 	
	  	 	 	 	 	 	 	 	
Long-term debt and capital lease obligations	  	$	9,276,800	  	 	$	10,320,500	  	

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Recent Financing Transactions
September 2015 Amendment of Credit Agreement
On September 3, 2015, UCI entered into an amendment of the credit agreement governing UCI’s senior secured revolving credit facility and senior secured term loan facility, which are referred to collectively as the “Senior Secured Credit Facilities.” The amendment replaces UCI’s existing revolving credit facility with a new revolving credit facility which will be increased to $850.0 million and the maturity date for which will be extended from March 1, 2018 to the five-year anniversary of the date that the borrowing capacity is increased (subject to an earlier maturity date of 91 days prior to the March 1, 2020 maturity date of the current term loans described below if more than $1.5 billion of the current term loans have not been refinanced to have a longer maturity date). The new revolving credit facility will bear interest at a floating rate, which can either be an adjusted LIBOR rate plus an applicable margin (ranging from 200 to 250 basis points), or, at the Company’s option, an alternate base rate (defined as the highest of (x) the Deutsche Bank AG New York Branch prime rate, (y) the federal funds effective rate plus 0.50% per annum and (z) the one-month adjusted LIBOR rate plus 1%) plus an applicable margin (ranging from 100 to 150 basis points). The amendment is contingent upon Univision’s proposed initial public offering being consummated prior to December 15, 2015, the application of certain specified use of proceeds of Univision’s proposed initial public offering and other customary conditions.
The credit agreement governing UCI’s Senior Secured Credit Facilities also provides that UCI may increase its existing revolving credit facilities and/or term loans facilities by up to $750.0 million if certain conditions are met, and after giving effect to the amendment entered into in September 2015, UCI will have in aggregate made $700.0 million of such increases to its existing revolving credit facilities and term loans facilities.
Conversion of Debentures
On July 15, 2015, Televisa converted $1.125 billion of the Company’s debentures into warrants that are exercisable at $0.01 per share for Class C and/or Class D common stock (Class T-1 and/or Class T-2 common stock, respectively, as of the closing of the Company’s proposed initial public offering) subject to applicable laws and regulations and certain contractual limitations. The Company made a one-time payment of $135.1 million to Televisa to induce the conversion. The Company utilized cash available at Univision, including the restricted cash of $92.7 million which had collateralized the letter of credit, in partial payment of the inducement. The remaining cash came from operations.
April 2015 Tender Offer and Offering of the Additional 2025 Senior Secured Notes
On April 13, 2015, UCI commenced a cash tender offer (the “April tender offer”) to purchase any and all of its outstanding 7.875% senior secured notes due 2020 (the “2020 senior secured notes”). The aggregate principal amount of the 2020 senior secured notes outstanding as of April 13, 2015 was $750.0 million. The April tender offer expired on April 20, 2015, and UCI utilized the proceeds from the issuance of $810.0 million aggregate principal amount of the 5.125% senior secured notes due 2025 (the “additional 2025 senior secured notes,” and together with the 5.125% senior secured notes due 2025 issued on February 19, 2015 (the “initial 2025 senior secured notes”), the “2025 senior secured notes”) to repurchase and retire $711.7 million aggregate principal amount of the 2020 senior secured notes. UCI issued a redemption notice on April 21, 2015 for the remaining $38.3 million aggregate principal amount of 2020 senior secured notes, which redemption UCI effectuated on May 21, 2015.
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The additional 2025 senior secured notes were issued under the same indenture governing the initial 2025 senior secured notes. The additional 2025 senior secured notes were priced at 101.375%, with a premium of $11.1 million. After giving effect to the issuance of the additional 2025 senior secured notes, the Company has $1,560.0 million aggregate principal amount of the 2025 senior secured notes outstanding. The additional 2025 senior secured notes are treated as a single series with the initial 2025 senior secured notes and have the same terms as the initial 2025 senior secured notes. See “Debt Instruments—Senior Secured Notes – 5.125% due 2025” below.
February 2015 Tender Offer and Offering of the 2025 Senior Secured Notes and Additional 2023 Senior Secured Notes
On February 11, 2015, UCI commenced a cash tender offer (the “February tender offer”) to purchase any and all of its outstanding 6.875% senior secured notes due 2019 (the “2019 senior secured notes”). The aggregate principal amount of the 2019 senior secured notes outstanding as of February 11, 2015 was $1,200.0 million. The February tender offer expired on February 18, 2015, and UCI utilized the proceeds from the issuance of $750.0 million aggregate principal amount of the initial 2025 senior secured notes and an additional $500.0 million aggregate principal amount of the 5.125% senior secured notes due 2023 (the “additional 2023 senior secured notes”) to repurchase and retire $1,145.0 million aggregate principal amount of the 2019 senior secured notes. UCI issued a redemption notice on February 19, 2015 for the remaining $55.0 million aggregate principal amount of 2019 senior secured notes, which redemption UCI effectuated on March 23, 2015.
The additional 2023 senior secured notes were issued under the same indenture governing the initial $700.0 million senior secured notes due 2023 which had been issued on May 21, 2013 (the “initial 2023 senior secured notes,” and together with the additional 2023 senior secured notes, the “2023 senior secured notes”). The additional 2023 senior secured notes were priced at 103%, with a premium of $15.0 million. After giving effect to the issuance of the additional 2023 senior secured notes, the Company has $1,200.0 million aggregate principal amount of the 2023 senior secured notes outstanding. The additional 2023 senior secured notes are treated as a single series with the initial 2023 senior secured notes and have the same terms as the initial 2023 senior secured notes.
Loss on Extinguishment of Debt and Inducement
For the nine months ended September 30, 2015, the Company recorded a loss on extinguishment of debt and inducement of $266.9 million. For the nine months ended September 30, 2014, the Company recorded a loss on extinguishment of debt of $17.2 million. For the nine months ended September 30, 2015, the loss includes the one-time payment of $135.1 million to Televisa to induce the conversion of its $1.125 billion of the Company’s debentures. For the nine months ended September 30, 2015 and 2014, the loss includes a premium, fees, the write-off of certain unamortized deferred financing costs and the write-off of certain unamortized discount and premium related to repaid instruments.
Debt Instruments
Senior Secured Notes—5.125% due 2025
The 2025 senior secured notes are ten year notes. UCI issued $750.0 million aggregate principal amount of the initial 2025 senior secured notes on February 19, 2015 and $810.0 million aggregate principal amount of the additional 2025 senior secured notes on April 21, 2015, pursuant to an indenture dated as of February 19, 2015.
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The 2025 senior secured notes mature on February 15, 2025 and pay interest on February 15 and August 15 of each year. Interest on the 2025 senior secured notes accrues at a fixed rate of 5.125% per annum and is payable in cash. At September 30, 2015, the outstanding principal balance of the 2025 senior secured notes was $1,560.0 million. The 2025 senior secured notes are secured by a first priority lien (subject to permitted liens) on substantially all assets that currently secure UCI’s Senior Secured Credit Facilities.
On and after February 15, 2020, the 2025 senior secured notes may be redeemed, at UCI’s option, in whole or in part, at any time and from time to time at the redemption prices set forth below. The 2025 senior secured notes will be redeemable at the applicable redemption price (expressed as percentages of principal amount of the 2025 senior secured notes to be redeemed) plus accrued and unpaid interest thereon to the applicable redemption date if redeemed during the twelve month period beginning on February 15 of each of the following years: 2020 (102.563%), 2021 (101.708%), 2022 (100.854%), 2023 and thereafter (100.0%). In addition, until February 15, 2018, UCI may redeem up to 40% of the outstanding 2025 senior secured notes with the net proceeds it raises in one or more equity offerings at a redemption price equal to 105.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the applicable redemption date. UCI also may redeem any of the 2025 senior secured notes at any time prior to February 15, 2020 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. If UCI undergoes a change of control, it may be required to offer to purchase the 2025 senior secured notes from holders at a purchase price equal to 101% of the principal amount plus accrued interest. Subject to certain exceptions and customary reinvestment rights, UCI is required to offer to repay 2025 senior secured notes at par with the proceeds of certain assets sales.
9. Interest Rate Swaps
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. UCI has agreements with each of its interest rate swap counterparties which provide that UCI could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to UCI’s default on the indebtedness.
For interest rate swap contracts accounted for as cash flow hedges, the effective portion of the change in fair value is recorded in accumulated other comprehensive loss (“AOCL”), net of tax, and is reclassified to earnings as an adjustment to interest expense in the same period or periods that the hedged transactions impact earnings. The ineffective portion of the change in fair value, if any, is recorded directly to current period earnings through interest rate swap (income) expense. For interest rate swap contracts not designated as hedging instruments, the interest rate swaps are marked to market with the change in fair value recorded directly in earnings through interest rate swap (income) expense. While UCI does not enter into interest rate swap contracts for speculative purposes, three out of five of its interest rate swap contracts as of September 30, 2015 are not accounted for as cash flow hedges (“nondesignated instruments”). For two of the nondesignated instruments, the Company ceased applying hedge accounting as a result of debt refinancing. The third nondesignated instrument was entered into to offset the effect of the other nondesignated instruments.
UCI’s current interest rate swap contracts as discussed below effectively convert the interest payable on $2.5 billion of variable rate debt into fixed rate debt, at a weighted-average rate of approximately 2.25% through
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
the expiration of the term loans in the first quarter of 2020. For the nine months ended September 30, 2015, the effective interest rate related to UCI’s senior secured term loans was 4.77% including the impact of the interest rate swaps and 4.06% excluding the impact of the interest rate swaps.
Some interest rate swap contracts were originally designated in cash flow hedging relationships, but the Company ceased applying cash flow hedge accounting as a result of UCI refinancing the Senior Secured Credit Facilities. Subsequent to the discontinuation of cash flow hedge accounting, those interest rate swap contracts are marked to market, with the change in fair value recorded directly in earnings. The unrealized gain/loss up to the point cash flow hedge accounting was discontinued is being amortized from AOCL into earnings.
Derivatives Designated as Hedging Instruments
As of September 30, 2015, the Company has two effective cash flow hedges, outlined below. These contracts mature in February 2020.

 	  	Number of Instruments	 	  	Notional	 	
Interest Rate Derivatives	  				  				
Interest Rate Swap Contracts	  	 	2	  	  	$	2,500,000,000	  	
Derivatives Not Designated as Hedging Instruments
As of September 30, 2015, the Company has three derivatives not designated as hedges, outlined below. These contracts mature in June 2016.

 	  	Number of Instruments	 	  	Notional	 	
Interest Rate Derivatives	  				  				
Interest Rate Swap Contracts	  	 	3	  	  	$	2,500,000,000	  	
The effective notional amount of the above three instruments is zero. Two swaps have a combined notional amount of $1.25 billion and pay fixed interest and receive floating interest, while the third has a notional amount of $1.25 billion and receives an offsetting amount of floating interest while paying fixed interest.
Impact of Interest Rate Derivatives on the Consolidated Financial Statements
The table below presents the fair value of the Company’s derivative financial instruments (both designated and non-designated), as well as their classification on the consolidated balance sheets:

 	  	Consolidated
Balance Sheet Location	  	As of
September 30,
2015	 	  	As of
December 31,
2014	 	
Derivatives Designated as Hedging Instruments	  		  				  				
Interest Rate Swaps—Non-Current Asset	  	Other assets	  	$	—	  	  	$	—	  	
Interest Rate Swaps—Non-Current Liability	  	Other long-term liabilities	  	 	68,100	  	  	 	34,300	  	
Derivatives Not Designated as Hedging Instruments	  		  				  				
Interest Rate Swaps—Non-Current Asset	  	Other assets	  	 	2,500	  	  	 	900	  	
Interest Rate Swaps—Non-Current Liability	  	Other long-term liabilities	  	 	10,900	  	  	 	17,600	  	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The Company does not offset the fair value of interest rate swaps in an asset position against the fair value of interest rate swaps in a liability position on the balance sheet. As of September 30, 2015, UCI has not posted any collateral related to any of the interest rate swap contracts. If UCI had breached any of these default provisions at September 30, 2015, it could have been required to settle its obligations under the agreements at their termination value of $81.0 million.
The table below presents the effect of the Company’s derivative financial instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive income for the nine months ended September 30, 2015 and 2014:

Derivatives
Designated as Cash
Flow Hedges	  	Amount of Gain
or (Loss)
Recognized in
Other
Comprehensive
Income (Loss)
on Derivative
(Effective Portion)	 	 	Location of
Gain or (Loss)
Reclassified
from AOCL
into Income
(Effective
Portion)	 	  	Amount of
Gain or (Loss)
Reclassified
from AOCL
into Income
(Effective
Portion) (a)	 	 	Location of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount  Excluded from
Effectiveness Testing)	 	Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion and
Amount  Excluded from
Effectiveness Testing)	 	
	  	2015	 	 	2014	 	 			  	2015	 	 	2014	 	 		 	2015	 	 	2014	 	
Interest Rate Swaps	  	$	(57,500	) 	 	$	(60,900	) 	 	 	Interest expense	  	  	$	(38,800	) 	 	$	(36,900	) 	 	Interest rate swap
income/(expense)	 	$	(100	) 	 	$	(800	) 	

(a)	The amount of gain or (loss) reclassified from AOCL into income includes amounts that have been reclassified related to current effective hedging relationships as well as amortizing AOCL amounts related to discontinued cash flow hedging relationships. For the nine months ended September 30, 2015 and 2014, the Company amortized $14.5 million and $14.6 million, respectively, of net unrealized losses on hedging activities from accumulated other comprehensive loss into interest expense.	
During the next twelve months, from September 30, 2015, approximately $45.0 million of net unrealized losses will be amortized to interest expense (inclusive of the amounts being amortized related to discontinued cash flow hedging relationships).
The table below presents the effect of the Company’s derivative financial instruments not designated as hedging instruments on the consolidated statements of operations for the nine months ended September 30, 2015 and 2014:

Derivatives Not Designated
as Hedging Instruments	  	Location of Gain or (Loss) Recognized in
Income on Derivative	 	  	Amount of Gain or (Loss)
Recognized in Income on
Derivative	 	
	  			  	2015	 	 	2014	 	
Interest Rate Swaps	  	 	Interest rate swap income/(expense)	  	  	$	(100	) 	 	$	900	  	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
10. Earnings (Loss) Per Share
The table below presents a reconciliation of net income (loss) attributable to Univision Holdings, Inc. and weighted average shares outstanding used in the calculation of basic and diluted earnings (loss) per share (“EPS”).

 	  	Nine Months Ended
September 30,	 	
(in thousands)	  	2015	 	 	2014	 	
Net (loss) income attributable to Univision Holdings, Inc. for basic EPS	  	$	(15,900	) 	 	$	139,900	  	
After tax impact of convertible debentures	  	 	—	  	 	 	7,400	  	
	  	 	 	 	 	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc. for diluted EPS	  	$	(15,900	) 	 	$	147,300	  	
	  	 	 	 	 	 	 	 	
Weighted average shares outstanding for basic EPS	  	 	10,907	  	 	 	10,790	  	
Dilutive effect of shares associated with convertible debentures	  	 	—	  	 	 	4,858	  	
Dilutive effect of warrants	  	 	—	  	 	 	—	  	
Dilutive effect of equity awards	  	 	—	  	 	 	124	  	
	  	 	 	 	 	 	 	 	
Weighted average shares outstanding for diluted EPS	  	 	10,907	  	 	 	15,772	  	
	  	 	 	 	 	 	 	 	
Basic EPS is calculated by dividing net income (loss) attributable to Univision Holdings, Inc. by the weighted average number of shares of common stock outstanding. The diluted EPS calculation includes the dilutive effect of the Company’s convertible debentures, warrants, and shares issuable under the Company’s equity-based compensation plans.
Approximately 0.5 million shares for the nine months ended September 30, 2015 and for the nine months ended September 30, 2014, which are issuable under the Company’s equity-based compensation plans are excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive. On July 15, 2015, the Company’s debentures were converted into warrants. The warrants are included in diluted earnings per share to the extent they are dilutive. The warrants were anti-dilutive during the nine months ended September 30, 2015 and their associated 4.4 million shares were excluded from the calculation of diluted EPS for that period. For a description of the warrants, see Note 7. Related Party Transactions—Televisa Memorandum of Understanding, Conversion of Debentures and Related Fee. The Company’s debentures, which were outstanding prior to their conversion into warrants on July 15, 2015, were anti-dilutive during the nine months ended September 30, 2015 and their associated 4.9 million shares were excluded from the calculation of diluted EPS for that period.
11. Comprehensive Income
Comprehensive income is reported in the Consolidated Statements of Comprehensive Income and consists of net income (loss) and other gains (losses) that affect stockholders’ equity but, under GAAP, are excluded from net income (loss). For the Company, items included in other comprehensive income (loss) are foreign currency translation adjustments, unrealized gain (loss) on hedging activities, the amortization of unrealized loss on hedging activities and unrealized gain on available for sale securities.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
The following table presents the changes in accumulated other comprehensive loss by component. All amounts are net of tax.

 	  	Gains and
(Losses)
on
Hedging
Activities	 	 	Gains on
Available
for Sale
Securities	 	  	Currency
Translation
Adjustment	 	 	Total	 	
Balance as of December 31, 2013	  	$	(43,600	) 	 	$	12,200	  	  	$	(1,900	) 	 	$	(33,300	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Other comprehensive (loss) income before reclassifications	  	 	(23,400	) 	 	 	40,100	  	  	 	(200	) 	 	 	16,500	  	
Amounts reclassified from accumulated other comprehensive loss	  	 	8,900	  	 	 	—	  	  	 	—	  	 	 	8,900	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net other comprehensive (loss) income	  	 	(14,500	) 	 	 	40,100	  	  	 	(200	) 	 	 	25,400	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance as of September 30, 2014	  	$	(58,100	) 	 	$	52,300	  	  	$	(2,100	) 	 	$	(7,900	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance as of December 31, 2014	  	$	(69,200	) 	 	$	36,500	  	  	$	(2,600	) 	 	$	(35,300	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Other comprehensive (loss) income before reclassifications	  	 	(20,200	) 	 	 	34,300	  	  	 	(1,100	) 	 	 	13,000	  	
Amounts reclassified from accumulated other comprehensive loss	  	 	8,800	  	 	 	—	  	  	 	—	  	 	 	8,800	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net other comprehensive (loss) income	  	 	(11,400	) 	 	 	34,300	  	  	 	(1,100	) 	 	 	21,800	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance as of September 30, 2015	  	$	(80,600	) 	 	$	70,800	  	  	$	(3,700	) 	 	$	(13,500	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
The following table presents the activity within other comprehensive (loss) income and the tax effect related to such activity.

 	  	Nine Months Ended September 30,	 	
 	  	2015	 	 	2014	 	
 	  	Pretax	 	 	Tax
(provision)
benefit	 	 	Net of tax	 	 	Pretax	 	 	Tax
(provision)
benefit	 	 	Net of tax	 	
Unrealized loss on hedging activities	  	$	(33,200	) 	 	$	13,000	  	 	$	(20,200	) 	 	$	(38,600	) 	 	$	15,200	  	 	$	(23,400	) 	
Amortization of unrealized loss on hedging activities	  	 	14,500	  	 	 	(5,700	) 	 	 	8,800	  	 	 	14,600	  	 	 	(5,700	) 	 	 	8,900	  	
Unrealized gain on available for sale securities	  	 	56,500	  	 	 	(22,200	) 	 	 	34,300	  	 	 	66,200	  	 	 	(26,100	) 	 	 	40,100	  	
Currency translation adjustment	  	 	(1,100	) 	 	 	—	  	 	 	(1,100	) 	 	 	(200	) 	 	 	—	  	 	 	(200	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income	  	$	36,700	  	 	$	(14,900	) 	 	$	21,800	  	 	$	42,000	  	 	$	(16,600	) 	 	$	25,400	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amounts reclassified from accumulated other comprehensive loss related to hedging activities are recorded to interest expense. See Note 9. Interest Rate Swaps for further information related to amounts reclassified from accumulated other comprehensive loss.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
12. Income Taxes
The Company’s current estimated effective tax rates for the nine months ended September 30, 2015 and 2014 were approximately (92%) and 20% respectively. The tax rate for the nine months ended September 30, 2015 differs from the statutory rate primarily due to permanent tax differences and discrete items, partially offset by the impact of state and local taxes. The tax rate for the nine months ended September 30, 2014 was lower than the statutory rate primarily due to permanent tax differences and discrete items, including a reduction in the liability for unrecognized tax benefits, partially offset by the impact of state and local taxes.
The effective tax rate is based on expected income or losses, statutory tax rates and tax planning opportunities applicable to the Company. For interim financial reporting, the Company estimates the annual tax rate based on projected taxable income or loss for the full year and records a quarterly income tax provision or benefit in accordance with the anticipated annual rate adjusted for discrete items. As the year progresses, the Company refines the estimates of the year’s taxable income or loss as new information becomes available, including year-to-date financial results. This continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision or benefit during the quarter in which the change in estimate occurs so that the year-to-date provision or benefit reflects the expected annual tax rate. Significant judgment is required in determining the effective tax rate and in evaluating the tax positions.
The Company had total gross unrecognized tax benefits of $21.8 million as of September 30, 2015, which would impact the effective tax rate, if recognized. The Company recognizes interest and penalties, if any, related to uncertain income tax positions in income tax expense. As of September 30, 2015, the Company has approximately $4.9 million of accrued interest and penalties related to uncertain tax positions.
The Company is subject to U.S. federal income tax as well as multiple state jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2013. The Company has concluded substantially all income tax matters for all major jurisdictions through 2010.
13. Performance Awards and Incentive Plans
During the nine months ended September 30, 2015 and 2014 the Company recorded share-based compensation expense of $12.2 million and $8.4 million, respectively.
Compensation expense relating to share-based payments is recognized in earnings using a fair-value measurement method. The Company uses the straight-line attribution method of recognizing compensation expense over the vesting period. The estimated fair value of employee awards is expensed on a straight-line basis over the period from grant date through the requisite service period which is generally the vesting period. Restricted stock units classified as liability awards are measured at fair value at the end of each reporting period until vested. During the nine months ended September 30, 2015 and 2014 the Company recorded a cumulative adjustment to income of $1.4 million and $0.6 million, respectively, related to an increase in the estimated forfeiture rate of equity awards.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
14. Contingencies and Commitments
Contingencies
The Company maintains insurance coverage for various risks, where deemed appropriate by management, at rates and terms that management considers reasonable. The Company has deductibles for various risks, including those associated with windstorm and earthquake damage. The Company self-insures its employee medical benefits and its media errors and omissions exposures. In management’s opinion, the potential exposure in future periods, if uninsured losses were to be incurred, should not be material to the consolidated financial position or results of operations.
The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with law or regulations in jurisdictions in which the Company operates.
On June 30, 2015, Miss Universe LP and Donald J. Trump filed a complaint against UCI in New York State Supreme Court claiming damages of $500 million in connection with UCI’s decision to end its business relationship with the Miss Universe organization as result of Mr. Trump’s remarks about Mexican immigrants, among other things. On July 10, 2015, UCI removed the case to the United States District Court for the Southern District of New York. The complaint contains claims for breach of contract, breach of the covenant of good faith and fair dealing, intentional interference with contractual relationships, and defamation. UCI believes that it has meritorious defenses to these claims, and UCI intends to vigorously defend them and pursue any counterclaims. UCI does not believe that the ultimate outcome of such litigation will have a material adverse effect on UCI’s business, financial condition or results of operations.
The Company establishes reserves for specific liabilities in connection with regulatory and legal actions that the Company deems to be probable and estimable. The Company believes the amounts accrued in its financial statements are sufficient to cover all probable liabilities. In other instances, the Company is not able to make a reasonable estimate of any liability because of the uncertainties related to the outcome and/or the amount or range of loss. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material effect on the Company’s financial condition or result of operations.
Commitments
In the normal course of business, UCI enters into multi-year contracts for programming content, sports rights, research and other service arrangements and in connection with joint ventures.
UCI has long-term operating leases expiring on various dates for office, studio, automobile and tower rentals. UCI’s operating leases, which are primarily related to buildings and tower properties, have various renewal terms and escalation clauses. UCI also has long-term capital lease obligations for land and facilities and for its transponders that are used to transmit and receive its network signals.
15. Segments
The Company’s segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities that are reviewed by the Company’s chief operating
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
decision maker. The Company evaluates performance based on several factors. In addition to considering primary financial measures including revenue, management evaluates operating performance for planning and forecasting future business operations, and to assess the Company’s ability to satisfy certain financial covenants contained in UCI’s Senior Secured Credit Facilities and the indentures governing its senior notes by considering Bank Credit Adjusted OIBDA (as defined below). Based on its customers and type of content, the Company has operations in two segments, Media Networks and Radio. The Company’s principal segment is Media Networks, which includes Univision Network; UniMás (formerly Telefutura); nine cable networks, including Galavisión and Univision Deportes Network; and the Company’s owned and operated television stations. The Media Networks segment also includes digital properties consisting of online and mobile websites and applications including Univision.com and UVideos, a bilingual digital video network. The Radio segment includes the Company’s owned and operated radio stations; Uforia, a comprehensive digital music platform; and any audio-only elements of Univision.com. Additionally, the Company incurs shared corporate expenses related to human resources, finance, legal and executive and certain assets separately from its two segments. The segments have separate financial information which is used by the chief operating decision maker to evaluate performance and allocate resources. The segment results reflect how management evaluates its financial performance and allocates resources and are not necessarily indicative of the results of operations that each segment would have achieved had they operated as stand-alone entities during the periods presented.
Bank Credit Adjusted OIBDA represents adjusted operating income before depreciation and amortization. Bank Credit Adjusted OIBDA eliminates the effects of items that are not considered indicative of the Company’s core operating performance. Bank Credit Adjusted OIBDA is determined in accordance with the definition of earnings before interest, tax, depreciation and amortization (“EBITDA”) in UCI’s Senior Secured Credit Facilities and the indentures governing the senior notes, except that Bank Credit Adjusted OIBDA from redesignated restricted subsidiaries only includes their results since the beginning of the quarter in which they were redesignated as restricted.
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Bank Credit Adjusted OIBDA is not, and should not be used as, an indicator of or alternative to operating income or net (loss) income as reflected in the consolidated financial statements. It is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Since the definition of Bank Credit Adjusted OIBDA may vary among companies and industries, it should not be used as a measure of performance among companies. We are providing on a consolidated basis a reconciliation of the non-GAAP term Bank Credit Adjusted OIBDA to net income (loss) attributable to Univision Holdings, Inc., which is the most directly comparable GAAP financial measure. Segment information is presented in the table below:

 	  	Nine Months Ended
September 30,	 	
 	  	2015	 	  	2014	 	
Revenue:	  				  				
Media Networks	  	$	1,912,100	  	  	$	1,956,200	  	
Radio	  	 	210,400	  	  	 	227,500	  	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	2,122,500	  	  	$	2,183,700	  	
	  	 	 	 	  	 	 	 	
Depreciation and amortization:	  				  				
Media Networks	  	$	104,600	  	  	$	102,200	  	
Radio	  	 	6,600	  	  	 	5,800	  	
Corporate	  	 	16,800	  	  	 	12,000	  	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	128,000	  	  	$	120,000	  	
	  	 	 	 	  	 	 	 	
Operating income (loss):	  				  				
Media Networks	  	$	830,600	  	  	$	779,200	  	
Radio	  	 	(2,200	) 	  	 	50,000	  	
Corporate	  	 	(307,700	) 	  	 	(107,000	) 	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	520,700	  	  	$	722,200	  	
	  	 	 	 	  	 	 	 	
Bank Credit Adjusted OIBDA:	  				  				
Media Networks	  	$	992,600	  	  	$	913,200	  	
Radio	  	 	67,400	  	  	 	64,200	  	
Corporate	  	 	(59,800	) 	  	 	(59,800	) 	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	1,000,200	  	  	$	917,600	  	
	  	 	 	 	  	 	 	 	
Capital expenditures:	  				  				
Media Networks	  	$	46,700	  	  	$	47,700	  	
Radio	  	 	4,300	  	  	 	5,300	  	
Corporate	  	 	23,900	  	  	 	30,000	  	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	74,900	  	  	$	83,000	  	

									
 	  	September 30,
2015	 	  	December 31,
2014	 	
Total assets:	  				  				
Media Networks	  	$	8,214,400	  	  	$	8,197,700	  	
Radio	  	 	1,066,700	  	  	 	1,120,300	  	
Corporate	  	 	1,053,600	  	  	 	1,068,300	  	
	  	 	 	 	  	 	 	 	
Consolidated	  	$	10,334,700	  	  	$	10,386,300	  	

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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
Presented below is a reconciliation of Bank Credit Adjusted OIBDA to net income (loss) attributable to Univision Holdings, Inc., which is the most directly comparable GAAP financial measure:

 	  	Nine Months Ended
September 30,	 	
 	  	2015	 	  	2014	 	
Bank Credit Adjusted OIBDA	  	$	1,000,200	  	  	$	917,600	  	
Less expenses excluded from Bank Credit Adjusted OIBDA but included in operating income:	  				  				
Depreciation and amortization	  	 	128,000	  	  	 	120,000	  	
Impairment loss (a)	  	 	86,200	  	  	 	12,300	  	
Restructuring, severance and related charges	  	 	22,500	  	  	 	13,400	  	
Share-based compensation	  	 	12,200	  	  	 	8,400	  	
Business optimization expense (b)	  	 	8,500	  	  	 	4,600	  	
Asset write-offs, net	  	 	3,200	  	  	 	—	  	
Termination of management and technical assistance agreements	  	 	180,000	  	  	 	—	  	
Management and technical assistance agreement fees	  	 	20,000	  	  	 	18,400	  	
Unrestricted subsidiaries loss (c)	  	 	4,600	  	  	 	3,200	  	
Other adjustments to operating income (d)	  	 	14,300	  	  	 	15,100	  	
	  	 	 	 	  	 	 	 	
Operating income	  	 	520,700	  	  	 	722,200	  	
Other expense (income):	  				
Interest expense	  	 	414,900	  	  	 	440,500	  	
Interest income	  	 	(7,300	) 	  	 	(4,300	) 	
Interest rate swap expense (income)	  	 	200	  	  	 	(100	) 	
Amortization of deferred financing costs	  	 	11,700	  	  	 	11,600	  	
Loss on extinguishment of debt and inducement	  	 	266,900	  	  	 	17,200	  	
Loss on equity method investments	  	 	39,900	  	  	 	82,200	  	
Other	  	 	1,200	  	  	 	500	  	
	  	 	 	 	  	 	 	 	
(Loss) income before income taxes	  	 	(206,800	) 	  	 	174,600	  	
(Benefit) provision for income taxes	  	 	(190,200	) 	  	 	35,400	  	
	  	 	 	 	  	 	 	 	
Net (loss) income	  	 	(16,600	) 	  	 	139,200	  	
Net loss attributable to non-controlling interest	  	 	(700	) 	  	 	(700	) 	
	  	 	 	 	  	 	 	 	
Net (loss) income attributable to Univision Holdings, Inc.	  	$	(15,900	) 	  	$	139,900	  	

(a)	During the nine months ended September 30, 2015, the Company recorded a non-cash impairment loss of $86.2 million, which includes $54.1 million in the Radio segment and $32.1 million in the Media Networks segment. In the Radio segment, the Company recorded $47.7 million related to the write-down of broadcast licenses, $4.0 million related to the write-down of a trade name and $2.4 million related to the write-down of property held for sale. In the Media Networks segment, the Company recorded $25.4 million related to the write-down of program rights, $6.5 million related to the write-down of property held for sale, and $0.2 million related to the write-down of tangible assets. During the nine months ended September 30, 2014, the Company recorded a non-cash impairment loss of $12.3 million in the Media Networks segment, which is comprised of $7.0 million related to the write-down of property held for sale and $5.3 million related to the write-down of program rights. See Note 4. Intangible Asset Impairments for further information related to certain Radio segment impairments.	
 
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UNIVISION HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
(Dollars in thousands, except share and per-share data, unless otherwise indicated)
 
(b)	Business optimization expense relates to the Company’s efforts to streamline and enhance its operations and primarily includes legal, consulting and advisory costs and costs associated with the rationalization of facilities.	
(c)	UCI owns several wholly-owned early stage ventures which have been designated as “unrestricted subsidiaries” for purposes of the credit agreement governing UCI’s Senior Secured Credit Facilities and indentures governing UCI’s senior notes. The amount for unrestricted subsidiaries above represents the residual adjustment to eliminate the results of the unrestricted subsidiaries which are not otherwise eliminated in the other exclusions from Bank Credit Adjusted OIBDA above. UCI may redesignate these subsidiaries as restricted subsidiaries at any time at its option, subject to compliance with the terms of the credit agreement and indentures. The Bank Credit Adjusted OIBDA from redesignated restricted subsidiaries as presented herein only includes the results of restricted subsidiaries since the beginning of the quarter in which they were redesignated as restricted.	
(d)	Other adjustments to operating income comprises adjustments to operating income provided for in the credit agreement governing UCI’s Senior Secured Credit Facilities and indentures in calculating EBITDA.	
The Company is providing the supplemental information below which is the portion of the Company’s revenue equal to the royalty base used to determine the license fee payable by UCI under the program license agreement with Televisa, as set forth below:

 	  	Nine Months Ended
September 30,	 	
 	  	2015	 	  	2014	 	
Consolidated revenue	  	$	2,122,500	  	  	$	2,183,700	  	
Less:	  				  				
Radio segment revenue (excluding Radio digital revenue)	  	 	(205,400	) 	  	 	(221,500	) 	
Other adjustments to arrive at revenue included in royalty base	  	 	(101,300	) 	  	 	(86,900	) 	
	  	 	 	 	  	 	 	 	
Royalty base used to calculate Televisa license fee	  	$	1,815,800	  	  	$	1,875,300	  	

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 REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Members
El Rey Holdings LLC
We have audited the accompanying consolidated financial statements of El Rey Holdings LLC, which comprise the consolidated balance sheets as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in members’ deficit and cash flows for the year ended December 31, 2014 and the period from May 8, 2013 (inception) through December 31, 2013, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of El Rey Holdings LLC at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for the year ended December 31, 2014 and the period from May 8, 2013 (inception) through December 31, 2013, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young
New York, New York
February 27, 2015
 
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 EL REY HOLDINGS LLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)

 	  	As of
December 31,
2014	 	 	As of
December 31,
2013	 	
ASSETS	  				 				
Current assets:	  				 				
Cash	  	$	9,609	  	 	$	43,272	  	
Accounts receivable, less allowance for doubtful accounts of $4.0 in 2014 and none in 2013	  	 	18,418	  	 	 	129	  	
Programming inventory and prepayments	  	 	12,096	  	 	 	12,668	  	
Restricted cash collateral	  	 	22,500	  	 	 	—	  	
Prepaid expenses and other	  	 	1,975	  	 	 	1,415	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	64,598	  	 	 	57,484	  	
Property and equipment, net	  	 	1,282	  	 	 	410	  	
Programming inventory and prepayments	  	 	2,420	  	 	 	1,193	  	
Deferred financing costs	  	 	2,850	  	 	 	372	  	
Other assets	  	 	2,439	  	 	 	100	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	73,589	  	 	$	59,559	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND MEMBERS’ DEFICIT	  				 				
Current liabilities:	  				 				
Accounts payable and accrued liabilities	  	$	10,687	  	 	$	2,593	  	
Deferred revenue	  	 	476	  	 	 	—	  	
Accrued interest	  	 	380	  	 	 	—	  	
Programming obligations	  	 	972	  	 	 	2,718	  	
Bank revolving credit facility loans	  	 	29,596	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	42,111	  	 	 	5,311	  	
Long-term debt and accrued interest	  	 	120,984	  	 	 	75,767	  	
Programming obligations	  	 	2,553	  	 	 	—	  	
Other long-term liabilities	  	 	757	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Total liabilities	  	 	166,405	  	 	 	81,078	  	
	  	 	 	 	 	 	 	 	
Members’ deficit:	  				 				
Class A Units, 2,626,039 issued and outstanding at December 31, 2014 and December 31, 2013	  	 	2,626	  	 	 	2,626	  	
Class B Units, 50,000,000 issued and outstanding at December 31, 2014 and December 31, 2013	  	 	—	  	 	 	—	  	
Class P Units, 937,500 issued and outstanding at December 31, 2014 and none issued and outstanding at December 31, 2013	  	 	1,042	  	 	 	—	  	
Accumulated deficit	  	 	(96,484	) 	 	 	(24,145	) 	
	  	 	 	 	 	 	 	 	
Total members’ deficit	  	 	(92,816	) 	 	 	(21,519	) 	
	  	 	 	 	 	 	 	 	
Total liabilities and members’ deficit	  	$	73,589	  	 	$	59,559	  	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements
 
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 EL REY HOLDINGS LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)

 	  	For the Year
Ended
December 31,
2014	 	 	Period from
May 8, 2013
through
December 31,
2013	 	
Net revenue	  	$	45,037	  	 	$	118	  	
Direct operating expenses	  	 	77,926	  	 	 	4,592	  	
Selling, general and administrative expenses	  	 	31,388	  	 	 	9,114	  	
Depreciation expense	  	 	132	  	 	 	25	  	
	  	 	 	 	 	 	 	 	
Operating loss	  	 	(64,409	) 	 	 	(13,613	) 	
			
Amortization of deferred financing costs	  	 	834	  	 	 	23	  	
Interest expense	  	 	7,096	  	 	 	3,393	  	
	  	 	 	 	 	 	 	 	
Loss before income taxes	  	 	(72,339	) 	 	 	(17,029	) 	
Provision for income taxes	  	 	—	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Net loss	  	$	(72,339	) 	 	$	(17,029	) 	
	  	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements
 
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 EL REY HOLDINGS LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT
(In thousands, except unit data)

 	 	Members’ Units	 	 	Accumulated
Deficit	 	 	Total
Members’
Deficit	 	
 	 	Class A	 	 	Class B	 	 	Class P	 	 			 			
 	 	Units	 	 	Amount	 	 	Units	 	 	Amount	 	 	Units	 	 	Amount	 	 			 			
Balance, May 8, 2013	 	 	—	  	 	$	—	  	 	 	—	  	 	$	—	  	 	 	—	  	 	$	—	  	 	$	—	  	 	$	—	  	
Equity issuance costs	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(7,116	) 	 	 	(7,116	) 	
Issuance of Class A Units	 	 	2,626,039	  	 	 	2,626	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	2,626	  	
Issuance of Class B Units	 	 	—	  	 	 	—	  	 	 	50,000,000	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Net loss	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(17,029	) 	 	 	(17,029	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2013	 	 	2,626,039	  	 	$	2,626	  	 	 	50,000,000	  	 	$	—	  	 	 	—	  	 	$	—	  	 	$	(24,145	) 	 	$	(21,519	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2013	 	 	2,626,039	  	 	$	2,626	  	 	 	50,000,000	  	 	$	—	  	 	 	—	  	 	$	—	  	 	$	(24,145	) 	 	$	(21,519	) 	
Issuance of Class P Units	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	937,500	  	 	 	1,042	  	 	 	—	  	 	 	1,042	  	
Net loss	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(72,339	) 	 	 	(72,339	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2014	 	 	2,626,039	  	 	$	2,626	  	 	 	50,000,000	  	 	$	—	  	 	 	937,500	  	 	$	1,042	  	 	$	(96,484	) 	 	$	(92,816	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See Notes to Consolidated Financial Statements
 
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 EL REY HOLDINGS LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 	  	For the Year
Ended
December 31,
2014	 	 	Period from
May 8, 2013
through
December 31,
2013	 	
Cash flows from operating activities:	  				 				
Net loss	  	$	(72,339	) 	 	$	(17,029	) 	
Adjustments to reconcile net loss to net cash used in operating activities:	  				 				
Depreciation expense	  	 	132	  	 	 	25	  	
Amortization of deferred financing costs	  	 	834	  	 	 	23	  	
Amortization of programming inventory costs	  	 	9,523	  	 	 	—	  	
Share-based compensation	  	 	1,042	  	 	 	—	  	
Non-cash PIK interest	  	 	5,896	  	 	 	3,393	  	
Changes in assets and liabilities:	  				 				
Accounts receivable	  	 	(18,289	) 	 	 	(129	) 	
Programming inventory and prepayments	  	 	(10,178	) 	 	 	(13,861	) 	
Prepaid expenses and other	  	 	634	  	 	 	(1,380	) 	
Other assets	  	 	(2,339	) 	 	 	—	  	
Accounts payable and accrued liabilities	  	 	8,069	  	 	 	2,593	  	
Deferred revenue	  	 	476	  	 	 	—	  	
Accrued interest	  	 	380	  	 	 	—	  	
Programming inventory obligations	  	 	807	  	 	 	2,718	  	
Other long-term liabilities	  	 	757	  	 	 	(100	) 	
	  	 	 	 	 	 	 	 	
Net cash used in operating activities	  	 	(74,595	) 	 	 	(23,747	) 	
	  	 	 	 	 	 	 	 	
Cash flows from investing activities:	  				 				
Capital expenditures	  	 	(979	) 	 	 	(435	) 	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(979	) 	 	 	(435	) 	
	  	 	 	 	 	 	 	 	
Cash flows from financing activities:	  				 				
Proceeds from revolving credit facility borrowings	  	 	116,876	  	 	 	72,374	  	
Proceeds from issuance of convertible debt	  	 	25,000	  	 	 	—	  	
Repayments of revolving credit facility borrowings	  	 	(72,959	) 	 	 	—	  	
Increase in restricted cash collateral	  	 	(22,500	) 	 	 	—	  	
Debt financing costs paid	  	 	(4,506	) 	 	 	(430	) 	
Equity issuance costs paid	  	 	—	  	 	 	(7,116	) 	
Capital contribution received	  	 	—	  	 	 	2,626	  	
	  	 	 	 	 	 	 	 	
Net cash provided by financing activities	  	 	41,911	  	 	 	67,454	  	
	  	 	 	 	 	 	 	 	
Net (decrease) increase in cash	  	 	(33,663	) 	 	 	43,272	  	
Cash, beginning of period	  	 	43,272	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Cash, end of period	  	$	9,609	  	 	$	43,272	  	
	  	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information:	  				 				
Interest paid	  	$	820	  	 	$	—	  	
See Notes to Consolidated Financial Statements
 
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Table of Contents
 EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
1. Summary of Significant Accounting Policies
Nature of operations —El Rey Holdings LLC (together with its subsidiaries, the “Company”) was formed as a Delaware limited liability company on May 8, 2013 to serve as a holding company with no independent operations. The Company, directly and/or through its wholly-owned subsidiaries owns and operates the El Rey television network (the “El Rey Network”) and the Tres Pistoleros television studio (“Tres Pistoleros”). Effective May 14, 2013, the Company’s owners, Univision Networks & Studios, Inc. (the “Class A Member” and together with its affiliates, including Univision Communications Inc., “UCI”) and ERN/TP Holdings, LLC (the “Class B Member”) entered into an Amended and Restated Limited Liability Company Agreement of El Rey Holdings LLC (the “LLC Agreement”). The Class B Member is owned by El Rey Chingon, LLC (“El Rey Chingon”) and FactoryMade Ventures, LLC (“FactoryMade”). On March 19, 2014, the Company’s Board of Directors approved an amended and restated LLC Agreement of the Company, which eliminated the Class D ownership interests (none were issued as of March 19, 2014) and authorized the Class R ownership interest. See Note 5. Equity .
The Company’s operations include El Rey Network, which is a 24-hour English-language general entertainment cable network launched in December 2013. Curated by filmmaker Robert Rodriguez, El Rey Network showcases signature dramas, feature films, grindhouse genre, cult classic action, and horror/sci-fi content. It also includes Tres Pistoleros, a television production studio that owns several original scripted and non-scripted shows produced to air on El Rey Network and licensed to other international distributors on a variety of platforms. The Company primarily operates in New York, Los Angeles, Austin, and Miami, and outsources a majority of its non-creative functions such as sales, broadcast operations, finance, and human resources through a Master Services Agreement with UCI.
Principles of consolidation —The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
The consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet their obligations in the next twelve months. Consistent with its business plan, the Company has incurred losses and cumulative negative cash flows from operations since its inception and for the year ended December 31, 2014. The Company anticipates that it will continue to generate negative cash flows for the next several years. During the first quarter of 2015, the Company was able to secure additional capital from the Class A Member to assist in funding the Company’s operations for at least the next twelve months. See Note 9. Subsequent Events .
Reporting period— The Company was formed on May 8, 2013. The Company’s fiscal year ends on December 31. This resulted in fiscal year 2013 being shortened to the period from May 8, 2013 through December 31, 2013. The Company’s fiscal year was and will be twelve months, beginning on January 1 and ending on December 31.
Use of estimates —The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, allowances for doubtful accounts, the valuation and amortization of program inventory and prepayments, the valuation of fixed assets, the valuation of share-based compensation, and reserves for contingencies.
Fair Value Measurements —The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value
 
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Table of Contents
EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
 
 	•	 	Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.	
 
 	•	 	Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.	
 
 	•	 	Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.	
Revenue recognition —Net revenue is comprised of advertising revenue, subscriber fees, and content licensing revenue. Advertising revenues are recognized when advertising spots are aired and when guarantees, if any, are met. Subscriber fees received from cable systems and satellite operators are recognized as revenue in the period that services are provided. Content licensing revenues are recognized when the content is delivered, all related obligations have been satisfied, and all other revenue recognition criteria have been met. All revenue is recognized only when collection of the resulting receivable is reasonably assured.
Cash— Cash consists of cash on hand, and cash in various depository and demand deposit accounts. Deposits generally exceed the Federal Deposit Insurance Corporation insurance limit.
Accounts receivable— Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in net cash used in operating activities in the consolidated statement of cash flows.
The Company periodically assesses the adequacy of valuation allowances for uncollectible accounts receivable by evaluating the collectability of outstanding receivables and general factors such as historical collection experience, length of time individual receivables are past due, and the economic environment.
Restricted cash— The Company classifies cash as restricted when the cash is unavailable for withdrawal or usage. Restrictions include legally restricted deposits held as compensating balances against short-term borrowings arrangements with a lending institution.
Property and Equipment and Related Depreciation —Property and equipment are carried at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company removes the cost and accumulated depreciation of its property and equipment upon the retirement of such assets and the resulting gain or loss, if any, is then recognized. The estimated useful life of leasehold improvements is the shorter of their useful life or the remaining life of the lease. The estimated useful lives of broadcast equipment is 5 to 15 years and the estimated useful lives of furniture, computer and other equipment is 3 to 7 years. Repairs and maintenance costs are expensed as incurred.
Property and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Programming inventory and prepayments —Programming inventory and prepayments include costs related to original programming, and acquired library programming and acquired original programming, collectively, “acquired programming”. Original programming costs include capitalizable production costs and development costs and are stated at the lower of cost, less accumulated amortization, or net realizable value. Costs for acquired programming are stated at the lower of cost, less accumulated amortization, or net realizable value. Acquired programming licenses and rights are recorded when (i) the cost of the programming is reasonably determined, (ii) the programming has been accepted in accordance with the terms of the agreement, (iii) the programming is available for its first showing or telecast and (iv) the license period has commenced. Costs incurred in connection with the production of or purchase of rights to programs that are available and scheduled to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast beyond a one-year period are considered non-current. Acquired programming costs are expensed over the license period, which is the period in which an economic benefit is expected to be generated. Marketing, distribution and general and administrative costs related to programming inventory and prepayments are expensed as incurred.
Capitalized original programming, participation and residual costs are expensed over the applicable product life based upon the ratio of the current period’s revenues to estimated remaining total revenues (“ultimate revenues”) for each production. Until the Company has established secondary markets (defined as non-initial licensing deal revenues in a territory or platform), capitalized costs for each television series episode do not exceed an amount equal to the amount of revenue contracted for that episode. The Company expenses as incurred original programming costs in excess of this threshold on an episode-by-episode basis. The costs of acquired program licenses and rights for movies, series and other programs are expensed based on the number of times the program is expected to be aired or on a straight-line basis over the useful life, as appropriate.
The Company expenses exploitation costs as incurred. These costs include marketing, advertising, publicity, promotion and other distribution expenses incurred in connection with the distribution of the original produced content. These costs are recorded in selling, general and administrative expenses in the accompanying statements of operations.
Programming inventory and original programming on the Company’s balance sheet are subject to regular recoverability assessments where ultimate revenue estimates are reviewed and updated, as necessary. If planned usage patterns or estimated relative values by year were to change significantly, amortization of the Company’s programming costs may be accelerated or slowed, or an immediate impairment charge may be recognized.
Deferred financing costs —Deferred financing costs consist of payments made by the Company in connection with its convertible notes and revolving credit facility. These costs include legal fees, up-front fees, arrangement fees and other related expenses. Deferred financing costs are amortized over the life of the related debt using the effective interest method.
Legal costs —Legal costs are expensed as incurred unless required by U.S. GAAP to be capitalized.
Advertising and promotional expenses —The Company expenses advertising and promotional costs in the period in which they are incurred. The Company recorded advertising and promotional expense of $8,241 and $634 for the year ended December 31, 2014 and for the period from May 8, 2013 (Inception) through December 31, 2013, respectively, in direct operating expenses and selling, general and administrative expenses in the accompanying consolidated statements of operations.
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
Share-based compensation —Compensation expense relating to share-based payments is recognized based on the fair value of the award. The Company uses the accelerated attribution method of recognizing compensation expense over the vesting period.
Income taxes —The Company is treated as a partnership for federal and state tax purposes. Therefore, such taxes are the liability of the partners. However, the Company is subject to certain local income taxes including a New York City unincorporated business tax (“UBT”).
Concentration of credit risk —Financial instruments that potentially subject the Company to concentrations of credit risk primarily includes cash. Concentration of credit risk with respect to cash is limited as the Company maintains primary banking relationships with only large nationally recognized financial institutions. The Company also experiences concentration in revenue from particular products and customers due to the volume of business transacted with particular customers. For the year ended December 31, 2014, four customers each represented more than $4,503 or 10% of net revenue of the Company. Because El Rey Network currently has several subscriber fee contracts and is just beginning to generate advertising sales, revenues for the year ended December 31, 2014 are not representative of revenues that are expected to be achieved in future years. The Company expects to spread trade credit risk by entering into agreements with additional cable systems and satellite operators, by selling advertising to a diversified group of customers in a number of different industries, and by licensing the Company’s content to different licensees in territories around the world. The Company extends credit based on an evaluation of the customers’ financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses.
Reclassifications —Certain reclassifications have been made to the prior year financial statements to conform to the current period presentation.
New accounting pronouncements —In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2014-09, which amended Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers . The amendments provide guidance to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. For non-public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Non-public entities are permitted to adopt as early as public entities. The Company is currently evaluating the impact ASU 2014-09 will have on its consolidated financial statements and disclosures.
Subsequent events —The Company evaluates subsequent events and the evidence they provide about conditions existing at the date of the balance sheet as well as conditions that arose after the balance sheet date but before the financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the financial statements. Events and conditions arising after the balance sheet date but before the financial statements are issued are evaluated to determine if disclosure is required to keep the financial statements from being misleading. To the extent such events and conditions exist, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. For purposes of preparing the accompanying consolidated financial statements and the following notes to these financial statements, the Company evaluated subsequent events through February 27, 2015, the date the financial statements were issued. See Note. 9. Subsequent Events .
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
2. Property and Equipment
Property and equipment consists of the following:

 	  	December 31,
2014	 	 	December 31,
2013	 	
Broadcast equipment	  	$	287	  	 	$	286	  	
Furniture, computer and other equipment	  	 	293	  	 	 	149	  	
Leasehold improvements	  	 	859	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
	  	 	1,439	  	 	 	435	  	
Accumulated depreciation	  	 	(157	) 	 	 	(25	) 	
	  	 	 	 	 	 	 	 	
	  	$	1,282	  	 	$	410	  	
	  	 	 	 	 	 	 	 	
Depreciation expense on property and equipment was $132 and $25 for the year ended December 31, 2014 and for the period from May 8, 2013 (Inception) through December 31, 2013, respectively.
3. Programming Inventory, Prepayments and Accrued Participation Liability
Programming inventory and prepayments consist of the following:

 	  	December 31,
2014	 	 	December 31,
2013	 	
Original produced programming in preproduction	  	$	2,583	  	 	$	9,523	  	
Original produced programming in production	  	 	247	  	 	 	—	  	
Original produced programming completed (a)	  	 	1,205	  	 	 	—	  	
Acquired original programming	  	 	5,966	  	 	 	—	  	
Acquired library programming (b)	  	 	4,515	  	 	 	4,338	  	
	  	 	 	 	 	 	 	 	
Total programming inventory and prepayments	  	 	14,516	  	 	 	13,861	  	
Less current portion	  	 	(12,096	) 	 	 	(12,668	) 	
	  	 	 	 	 	 	 	 	
Long-term programming inventory and prepayments	  	$	2,420	  	 	$	1,193	  	

(a)	The Company expects to amortize 100% of the original produced completed programming asset during the next twelve—month period ending December 31, 2015.	
(b)	The Company expects to amortize the unamortized balance of acquired library programming asset within five years from December 31, 2014.	
During the year ended December 31, 2014 and the period from May 8, 2013 (Inception) through December 31, 2013, the Company recognized $6,247 and $121, respectively, of amortization expense on acquired original and library programming inventory. During the year ended December 31, 2014 and for the period from May 8, 2013 (Inception) through December 31, 2013, the Company recognized $58,628 and $2,339, respectively, of programming expense on original produced programming inventory. These amounts are recorded in direct operating expenses in the accompanying statements of operations.
The Company recorded an accrued participation liability of $1,210 at December 31, 2014, which is expected to be paid within the next fiscal year ending December 31, 2015. This liability is recorded in accounts payable and accrued expenses in the accompanying balance sheet. No participation liability was recorded during the period from May 8, 2013 (Inception) through December 31, 2013.
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
4. Debt
UCI Convertible Notes
The Company’s long-term debt consists mainly of the convertible notes with UCI subject to restrictions on transfer. The balances related to the convertible debt as of December 31, 2014 and 2013 are $102,787 and $72,374, respectively. The Company issued a $72,374 convertible note in May 2013 (the “Initial convertible note”) and an additional $25,000 convertible note in November 2014 (the “Additional convertible note”), (collectively, “the notes”) to the Class A Member. Each of these notes is a twelve year note which bears interest at 7.5% per annum. Interest is added to principal annually as it accrues. Only the original principal amounts of the notes are convertible into equity. At any time after two years following the launch of the El Rey Network which occurred on December 17, 2013 (the “Launch Date”), a portion of the initial principal of the two notes may be converted into equity, and the entire principal may be converted following four years after the Launch Date; provided that the maximum voting interest for UCI’s combined equity interest cannot exceed 49% for the first six years after the Launch Date. The convertible notes are secured by a pledge of stock or units in wholly-owned subsidiaries of the Company. See Note 9. Subsequent events.
While the convertible debt is outstanding, distributions (other than tax distributions) will require approval of the Board of the Company and consent of UCI as holder of the notes.
In connection with the issuance of the Initial convertible note, the Company paid fees of $430 in 2013, which are included on the balance sheet as current and non-current deferred financing costs. These fees will be amortized over the term of the debt. For the year ended December 31, 2014 and the period from May 8, 2013 (Inception) through December 31, 2013, the Company recognized $36 and $23, respectively, related to the amortization of these costs.
Bank Senior Secured Revolving Credit Facility
On April 7, 2014, the Company obtained a four-year senior secured revolving credit facility in the amount of $100,000, which may be increased to $150,000 in accordance with its terms, which will be used, among other things, to fund the production, distribution or other exploitation of made-for-television scripted programming. It is primarily secured by territory, market, and platform licensing revenue contracts, production tax incentives, and 90% of the proceeds from the Additional convertible note, which is disclosed as restricted cash collateral on the consolidated balance sheet as of December 31, 2014. The facility bears an interest rate of LIBOR plus 2.75% basis points, or the alternate base rate plus 1.75%. The facility matures on April 6, 2018.
At December 31, 2014, there was $43,917 outstanding on the revolving credit facility. The outstanding loan balance has a three month maturity period but the Company has the intent and the ability to refinance a portion of the debt for a longer period of time. Therefore, the Company has classified $29,596 as a current liability and $14,321 as long-term on the consolidated balance sheet as of December 31, 2014. At December 31, 2014, the Company has $56,083 available for borrowing on the revolving credit facility, subject to borrowing base collateral availability.
In connection with obtaining the secured revolving credit facility, the Company paid fees of $4,422, which are included on the consolidated balance sheet as prepaid expenses and other and non-current deferred financing costs. These fees will be amortized over the four-year term of the facility. For the year ended December 31, 2014, the Company recognized $798 of amortization expense related to these costs.
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
5. Equity
On May 14, 2013, in addition to the $72,374 contributed by the Class A Member in exchange for the Initial convertible note, the Class A Member contributed $2,626 in exchange for 2,626,039 Class A Units. As stated in the LLC Agreement, the Class A Units are entitled to a liquidation preference of $2,626 upon liquidation of the Company, following payment of all debt, including any convertible note. The convertible notes are convertible into Class A-1 Units which are identical in all respects to the Class A Units, except the Class A-1 Units are entitled to a liquidation preference equal to their conversion price (currently $1.00 of principal amount of the convertible notes) plus $.087.
Also on May 14, 2013, the Class B Member contributed their interests in El Rey Network LLC and Tres Pistoleros LLC (both Delaware limited liability companies), and TTP Texas Tres Pistoleros, LLC (a Texas limited liability company) (collectively the “Initial Subsidiaries”) to the Company in exchange for 50,000,000 Class B Units. The Class B Units are entitled to a liquidation preference of $50,000 less prior distributions of free cash flow as approved by the Board and tax distributions upon liquidation of the Company, following payment of all debt and any Class A or Class A-1 Unit liquidation preferences. The assets of the Initial Subsidiaries at the time of the contribution included, among other things, certain rights to trademarks and domain names contributed to the Initial Subsidiaries by Robert Rodriguez and FactoryMade (together, the “Founders”), certain rights relating to Lucha Libre AAA programming contained in an agreement between FactoryMade and the holder of the rights to such programming, and an existing affiliate distribution agreement with Comcast Cable Communications. These non-cash asset contributions were recorded at carryover basis, which was zero.
Class A and Class B Units have voting rights in the Company.
For a period following December 1, 2020 the Class A Member has a right to call, and the Class B Member has the right to put, in each case at fair market value, a portion of the Class B Member’s equity interest in the Company. For a period following December 1, 2023 the Class A Member has a similar right to call, and the Class B Member has a similar right to put, all of the Class B Member’s equity interest in the Company.
The Company can also issue Class P Units pursuant to its LLC Agreement. Class P Units do not have any voting rights and any issuance of Class P Units require approval of the Board of the Company. On March 19, 2014, the Company granted 6,250,000 Class P Units to the Company’s Vice Chairman representing service-based profits interests of the Company. The Class P Units are subject to a time-based vesting schedule of four years contingent upon the Vice Chairman’s continuous employment with the Company. The Company determined that the Class P Units fair value per unit was $0.34 on the grant date. As of December 31, 2014, 937,500 Class P units were vested and 5,312,500 units remain unvested.
The Company can also issue Class R Units pursuant to its LLC Agreement. Class R Units do not have any voting rights and any issuance of Class R Units requires approval of the Board of the Company. On March 19, 2014, the Company granted 1,562,500 Class R Units to non-employee executive producers of Matador , representing performance-based profits interests of the Company. The Company determined that the Class R Units fair value per unit was $0.23 on the grant date. The vesting of the Class R Units is based on performance conditions related to achieving defined production budgets and the production of seasons 3, 4 and 5. During the year ended December 31, 2014, the Company did not record any share-based compensation because the performance conditions were not met, in accordance with ASC 505-50 Equity-Based Payments to Non-Employees. During the fourth quarter of 2014, the Company determined that the Class R equity awards were forfeited as a result of the Company cancelling Matador.
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
The fair value of equity units awarded to employees and non-employees was measured at the grant date by first determining the Business Enterprise Value (“BEV”) of the Company using a Discounted Cash Flow (“DCF”) method under the income approach. The DCF method follows three steps. The first step is the estimation of annual cash flows over a discrete projection period. The second step is to estimate the terminal value of the business or the value of the business that remains beyond the discrete projection period. The third step is to discount the discrete period cash flows and the terminal value to present value, as of the valuation date, at a rate of return that considers the relative risk of achieving the cash flows and the time value of money. The Company then utilized the Black-Scholes option pricing model to determine the fair value of the units. The key inputs for the Black-Scholes model include the total equity value as of the valuation date, the exercise price (breakpoint), the expected annual equity volatility, the expected time to a liquidation event, and the annual risk-free rate of return. To allocate the BEV, the Company considered two liquidity event scenarios, one in 2020 and another in 2023, which are based on the put/call terms of the LLC Agreement. The results of the two scenarios were averaged to arrive to the fair value of the units. The valuation is classified as a Level 3 measurement.
The following key assumptions were used in the Black-Scholes valuation model to value the fair value per unit for both the Class P and Class R Units:

Average Volatility	  	35%	
Risk Free Interest Rates	  	2.24% to 2.75%	
Time to liquidity event (years)	  	6.7 to 9.7	
During the year ended December 31, 2014, the Company recorded share-based compensation expense of $1,042 related to the Class P Units grants. The Company did not record any share-based compensation expense for the period from May 8, 2013 (Inception) through December 31, 2013. Total unrecognized compensation cost related to unvested Class P Units awards as of December 31, 2014 is $1,083, which is expected to be recognized over a period of 2.5 years.
6. Related Party Transactions
Robert Rodriguez, El Rey Chingon & FactoryMade
On May 14, 2013, the Founders entered into services agreements (the “Founders Services Agreements”) with the Company. These Founders Services Agreements, in addition to providing for certain services to be rendered by the Founders to the Company, granted the Company certain television exclusivity rights for Robert Rodriguez and FactoryMade programming during the term of such agreements.
Under FactoryMade’s services agreement, FactoryMade will provide non-writing executive producer and certain other services to the Company in exchange for an annual payment of $2,000, payable in monthly installments. The Company also reimburses FactoryMade for facilities and other amenities expenses. During the year ended December 31, 2014, the Company recorded $2,119 for the services fees and reimbursements of costs to FactoryMade. During the period from May 8, 2013 (Inception) through December 31, 2013, the Company recorded $1,739 for the services fees and reimbursements of costs to FactoryMade. As of December 31, 2014 and December 31, 2013, the Company had a payable of $170 and $42, respectively, related to these services fees and costs. As of December 31, 2014 the Company did not record any assets related to this service agreement. As of December 31, 2013, the Company recorded an asset of $97, related to certain prepayments under this services agreement.
FactoryMade also has a minority interest in Lucha Libre FMV LLC, which owns Lucha Underground, an original non-scripted program that premiered on El Rey Network in October 2014. El Rey has a one-year,
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
renewable licensing agreement in place to premiere the program in the English language domestically. FactoryMade has significant decision making ability on the production of the program. As of December 31, 2014, the Company recorded a prepaid programming asset of $5,773, related to the licensing of this program and a programming asset of $192, related to an episode delivered but not aired as of December 31, 2014. The Company also recorded programming expense of $1,539 related to the episodes delivered and aired on El Rey Network as of December 31, 2014.
FactoryMade also has an economic interest in Skip Film Boutique FMV LLC (“Skip Film”), which the Company has engaged to produce “ The Director’s Chair” , an original non-scripted program that premiered on El Rey Network in May 2014. The Company records these costs as an original programming asset and amortizes the costs as the episodes are aired. During the year ended December 31, 2014, the Company recorded expense of $354, related to the amortization of the content aired during 2014. As of December 31, 2014, the Company recorded a prepaid programming asset of $247, related to the production of the content and has a recorded programming liability of $119 related to these costs. In addition, the Company engaged Skip Film to produce promos, movie hostings, electronic press kits and other services related to the promotion of El Rey Network content. During the year ended December 31, 2014, the Company recorded an expense of $645 related to these services.
Under Robert Rodriguez’s services agreement, Mr. Rodriguez is entitled to compensation for any series he creates and develops, customary fixed per episode fees for non-writing executive producer fees for certain other Company programming, and reimbursement for direct costs and expenses in connection with his services. The Company also entered into a separate services agreement with Mr. Rodriguez to compensate him for writing and directing services, and related royalties for From Dusk Till Dawn: The Series and Matador . During the year ended December 31, 2014, the Company recorded $2,160 of expense for these services. During the period from May 8, 2013 (Inception) through December 31, 2013 the Company recorded $169 of expense for these services. As of December 31, 2014, the Company had a payable of $494, related to these services.
On April 1, 2014, the Company entered into an agreement with Mr. Rodriguez, pursuant to which the Company agreed to pay Mr. Rodriguez a monthly salary of $83 for his duties as chairman for the period commencing on April 1, 2014 and ending on December 31, 2016. The Company’s obligations under this agreement are independent of its financial obligations to Mr. Rodriguez under Mr. Rodriguez’s services agreement described above and will terminate upon Mr. Rodriguez’s death or permanent disability or upon certain “cause events” as defined in the agreement. During the year ended December 31, 2014, the Company paid Mr. Rodriguez $750 pursuant to this agreement.
Upon formation, the Company paid $1,111 to El Rey Chingon and $1,957 to FactoryMade as reimbursement to the Founders for loans that they had made to El Rey Network LLC prior to the transaction with UCI. These loans bore interest at the rate of 0.05% per annum. The repayments of these loans are reflected in total members’ deficit as of December 31, 2013.
UCI
Under a Master Services Agreement with the Company dated May 14, 2013, UCI provides certain distribution, advertising sales and back office/technical services to the Company for fees generally based on incremental costs incurred by UCI in providing these services. The costs include compensation costs for certain dedicated UCI employees performing such services, allocation of certain UCI facilities costs and a use fee during the useful life of certain UCI assets used by the Company in connection with the provision of the services. The Company also pays UCI an annual $3,000 management fee which is paid in monthly installments. Upon certain
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
terminations of the services agreement, the Company is obligated to reimburse UCI for reasonable one-time costs directly resulting from the termination. The back office/technical services include facilities, engineering and operations support, program scheduling, rights management, promotion support, human resources, finance, accounting, payroll, procurement, and risk management services.
Under other agreements with the Company, UCI has also agreed to provide certain English language soccer programming in exchange for a license fee equal to the Company’s net advertising and sponsorship revenues, and promotional support to the El Rey Network.
Grupo Televisa S.A.B. and its affiliates (collectively “Televisa”) holds equity and debt interests in certain UCI entities and provides a significant amount of programming to other UCI entities. As a result of this relationship, and in connection with the provision of promotional support, the Company has agreed to provide Televisa certain advertising spots on the El Rey Network. Additionally, the Company agreed to provide UCI and Televisa access to certain unsold advertising inventory on the El Rey Network.
During the year ended December 31, 2014, the Company recognized $12,039, for the management and services fees and reimbursement of costs to UCI. During the period from May 8, 2013 (Inception) through December 31, 2013, the Company recognized $4,743 for the management and services fees and reimbursement of costs to UCI. As of December 31, 2014, and December 31, 2013, the Company had a payable to UCI of $1,872, and $1,579, respectively, related to these management and services fees and costs.
Other transactions
The Founders also have controlling ownership interests or ownership interests with significant influence with companies that do business with the Company, primarily for rental of production studios, and as it pertains to the Founders Services Agreements, reimbursement of travel expenses and compensation for health benefits. These services totaled $697 during the year ended December 31, 2014; the Company recorded an asset of $83 related to these costs with the remaining amounts being expensed during fiscal 2014. During the period from May 8, 2013 (Inception) through December 31, 2013, the Company recorded an expense of $461 for these services.
The Company has a lease with FactoryMade for its production office in Los Angeles which expires in 2017. The Company pays an annual rent of $400 with a 3% escalation rate at each January. During the year ended December 31, 2014, the Company recognized $326 in rent expense related to the space rental and recorded a security deposit of $53 in noncurrent other assets as of December 31. 2014. In July 2014, the Company entered into a space rental arrangement with Troublemaker Studios, L.P. of which Robert Rodriguez is one of the founders. The arrangement calls for a monthly fee per employee. During the year ended December 31, 2014 the Company incurred rent expense of $48 related to this arrangement.
7. Contingencies and Commitments
Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when the Company believes it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated. The Company has recorded no loss contingencies as of December 31, 2014 and December 31, 2013.
 
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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
Commitments
In the normal course of business, the Company enters into multi-year contracts for programming content and other service arrangements. The Company also has contractual commitments for creative talent and employment agreements, which may include obligations to actors, producers, television personalities and executives.
On March 14, 2014, the Company terminated a senior executive and entered into the 12-month separation agreement for salary and benefits contemplated by the executive’s original employment agreement.
The following table is a summary of the Company’s major contractual payment obligations as of December 31, 2014 and does not include obligations under its convertible notes with UCI and the Founders Services Agreements:

 	  	Payments Due By Period	 	
 	  	2015	 	  	2016	 	  	2017	 	  	2018	 	  	2019	 	  	Thereafter	 	  	Total	 	
 	  	(In thousands)	 	
Programming	  	$	3,465	  	  	$	2,624	  	  	$	605	  	  	$	996	  	  	$	732	  	  	$	—	  	  	$	8,422	  	
Severance	  	 	123	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	123	  	
Operating leases	  	 	412	  	  	 	424	  	  	 	437	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	1,273	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	4,000	  	  	$	3,048	  	  	$	1,042	  	  	$	996	  	  	$	732	  	  	$	—	  	  	$	9,818	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
As of December 31, 2014, the Company’s balance sheet reflected contractual commitments related to programming inventory obligations of $972 due in 2015, $550 due in 2016, $605 due in 2017, $666 due in 2018 and $732 due in 2019. The Company also has off balance sheet programming inventory obligations of $2,493 due in 2015, $2,074 due in 2016, none due in 2017, and $330 due in 2018, because the license period had not started.
8. Income Taxes
The Company is treated as a partnership for federal and state tax purposes. Therefore, no provision has been recorded for federal or state income taxes as such taxes are the liability of the partners. The Company is however, subject to certain local income taxes including a New York City UBT.
The effective tax rate for the Company is different from the federal statutory rate primarily due to the fact that the majority of the income is not taxed at the partnership level; the effect of local taxes; permanent differences; and the valuation allowance on the Company’s domestic deferred tax assets.
The table below summarizes the Company’s deferred tax assets and liabilities:

 	  	December 31,
2014	 	 	December 31,
2013	 	
Deferred tax assets	  	$	528	  	 	$	109	  	
Valuation allowance	  	 	(503	) 	 	 	(109	) 	
Deferred tax liabilities	  	 	(25	) 	 	 	—	  	
	  	 	 	 	 	 	 	 	
Net deferred tax asset	  	$	—	  	 	$	—	  	

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EL REY HOLDINGS LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except unit data, unless otherwise indicated)
 
At December 31, 2014 and December 31, 2013, the Company’s deferred tax assets primarily relate to UBT net operating losses (“NOL”). Realization of these deferred tax assets is dependent upon future earnings. Accordingly, a full valuation allowance was recorded against the assets for the UBT NOLs due to historical and projected losses at the Company. The UBT NOL carryforwards begin to expire in 2034.
The Company has not recorded any reserves for uncertain tax positions.
9. Subsequent events
On January 16, 2015, the Company entered into an agreement in principal with Miramax Film NY, LLC and Miramax Distribution Services LLC (collectively, “Miramax”) with respect to, among other things, increasing Miramax’s economic interest in From Dusk Till Dawn: The Series (the “Series”) for Season 2 and Season 3. Pursuant to the agreement the Company will arrange production loans under the revolving credit facility for Season 2, and production approvals for Season 2 will be expanded to include mutual approval over all aspects of production. In addition, Miramax will assume responsibility for participations and residuals on a worldwide basis, and following full repayment of Season 2 production loans under the revolving credit facility, the Company will obtain a release from the liens held by the lenders under this facility over Season 2 rights. The Company will assign all of its rights, title and interest in Season 2 to Miramax, and Miramax will be the sole owner, producer and financier of Season 3 of the Series and subsequent seasons. Lastly, El Rey Network will have certain exhibition rights for Season 2 and Season 3 and certain subsequent seasons on substantially the same terms and conditions as Season 1.
On February 19, 2015, the Company’s Board of Directors approved the purchase by the Class A Member of, and the issuance by the Company to the Class A Member of, a new $30,000 convertible note. The note will be convertible into a new class of units and will have similar terms as the existing convertible notes held by the Class A Member with certain differences, including the conversion price and certain amendments to the liquidation/sale waterfall provisions.
 
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Through and including                     , 2015 (the 25th day after the date of this prospectus), all dealers effecting transactions in the Class A Common Stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
                 Shares

Univision Holdings, Inc.
Class A Common Stock
PRELIMINARY PROSPECTUS
Morgan Stanley
Goldman, Sachs & Co.
Deutsche Bank Securities
Allen & Company LLC
Barclays
BofA Merrill Lynch
Citigroup
Credit Suisse
Guggenheim Securities
J.P. Morgan
 
Wells Fargo Securities
Natixis
Cabrera Capital Markets, LLC
Guzman & Company
Lebenthal Capital Markets
Loop Capital Markets
Ramirez & Co., Inc.
The Williams Capital Group, L.P.
                    , 2015

Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses, other than underwriting commissions, expected to be incurred by us, or the Registrant, in connection with the issuance and distribution of the securities being registered under this Registration Statement are estimated to be as follows:

SEC Registration Fee	  	$	 11,620	  	
Financial Industry Regulatory Authority, Inc. Filing Fee	  	 	15,500	  	
NYSE Listing Fee	  	 	*	  	
Printing and Engraving	  	 	*	  	
Legal Fees and Expenses	  	 	*	  	
Accounting Fees and Expenses	  	 	*	  	
Transfer Agent and Registrar Fees	  	 	*	  	
Miscellaneous	  	 	*	  	
	  	 	 	 	
Total	  	$	*	  	

*	To be completed by amendment.	
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.
The Registrant’s amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the Delaware General Corporation Law, as amended. The Registrant intends to enter into indemnification agreements with each of its directors and executive officers. These agreements, among other things, will require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive officer.
 
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Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.
The Registrant expects to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.
The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to the Registrant’s directors and officers by the underwriters against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth information regarding all unregistered securities sold by the Registrant since January 1, 2012:
Since January 1, 2015, the Registrant has granted to certain of the Registrant’s employees (i) 30,708 stock options and (ii) 14,840 restricted stock units. These securities were issued under the Registrant’s equity incentive plan without registration in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 701 promulgated thereunder.
During the fiscal year ended December 31, 2014, the Registrant granted to certain of the Registrant’s employees 23,512 stock options. These securities were issued under the Registrant’s equity incentive plan without registration in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 701 promulgated thereunder.
On January 30, 2014, a group of institutional investors acquired 241,870 shares of the Registrant’s Class A common stock for an aggregate purchase price of $125.0 million. The shares of Class A common stock in this transaction were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended, as the sale of the security did not involve a public offering. Appropriate legends were affixed to the share certificate issued in each transaction.
During the fiscal year ended December 31, 2013, the Registrant granted to certain of the Registrant’s employees (i) 80,530 stock options and (ii) 92,850 restricted stock units. These securities were issued under the Registrant’s equity incentive plan without registration in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 701 promulgated thereunder.
During the fiscal year ended December 31, 2012, the Registrant granted to certain of the Registrant’s employees 150,463 stock options. These securities were issued under the Registrant’s equity incentive plan without registration in reliance on the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 701 promulgated thereunder.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
See the Exhibit Index immediately following the signature pages included in this registration statement.

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(b) Financial Statement Schedules.
See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this registration statement.
All schedules not identified above have been omitted because they are not required, are not applicable or the information is included in the selected consolidated financial data or notes contained in this registration statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
 
 	(1)	 	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.	
 
 	(2)	 	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment no. 3 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 2, 2015.

By:	 	/s/ Randel A. Falco	
Name:	 	Randel A. Falco	
Title:	 	Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 2, 2015.

Signature	  	Title	
		
/s/    Randel A. Falco        
Randel A. Falco	  	President and Chief Executive Officer, Director
(Principal Executive Officer)	
		
/s/    Francisco J. Lopez-Balboa        
Francisco J. Lopez-Balboa	  	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
		
/s/    Peter H. Lori        
Peter H. Lori	  	Executive Vice President, Deputy Chief Financial Officer and Chief Accounting Officer
(Principal Accounting Officer)	
		
*
Haim Saban	  	Chairman	
		
*
Zaid F. Alsikafi	  	Director	
		
*
Alfonso de Angoitia	  	Director	
		
*
José Antonio Bastón Patiño	  	Director	
		
*
Adam Chesnoff	  	Director	
		
*
Henry G. Cisneros	  	Director	
		
*
Michael P. Cole	  	Director	
 
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Signature	  	Title	
		
*
Kelvin L. Davis	  	Director	
		
*
David Goel	  	Director	
		
*
Michael N. Gray	  	Director	
		
*
Enrique F. Senior Hernández	  	Director	
		
*
Emilio Azcárraga Jean	  	Director	
		
*
Jonathan M. Nelson	  	Director	
		
*
James N. Perry, Jr.	  	Director	
		
*
David Trujillo	  	Director	
		
*
Tony Vinciquerra	  	Director	

	
		
*By:	 	/s/ Peter H. Lori	
	 		
	 	Attorney-in-fact	
 
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EXHIBIT INDEX

Exhibit
Number	 	Description of Exhibits	
		
1.1*	 	Form of Underwriting Agreement.	
		
3.1	 	Form of Amended and Restated Certificate of Incorporation of Univision Holdings, Inc.	
		
3.2	 	Form of Amended and Restated Bylaws of Univision Holdings, Inc.	
		
4.1	 	First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto, the subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(a)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of January 19, 2010, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(b)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of February 14, 2011, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(c)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of August 4, 2011, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(d)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of October 3, 2011, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(e)	 	First Amendment to First-Lien Guarantee and Collateral Agreement, dated as of February 28, 2013, among Univision Communications Inc., Univision of Puerto Rico Inc. and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(f)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2013, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(g)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of November 13, 2013, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.1(h)	 	Supplement to First-Lien Guarantee and Collateral Agreement, dated as of June 25, 2015, among Broadcast Media Partners Holdings, Inc., Umbrella Acquisition, Inc., Univision of Puerto Rico Inc., the subsidiaries of Univision Communications Inc. from time to time party hereto and Deutsche Bank AG New York Branch, as first-lien collateral agent.	
		
4.2†	 	Senior Notes Indenture, dated as of November 23, 2010, among Univision Communications Inc., the guarantors party thereto and Wilmington Trust FSB, as trustee, governing the 8 1/2% Senior Notes due 2021 issued thereunder.	
		
4.2(a)†	 	Supplemental Indenture, dated as of March 16, 2011, among TuTV LLC and Wilmington Trust FSB, as trustee.	
 
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Exhibit
Number	 	Description of Exhibits	
		
4.2(b)†	 	Second Supplemental Indenture, dated as of September 15, 2011, among Univision Local Media Inc. and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee.	
		
4.2(c)†	 	Third Supplemental Indenture, dated as of November 2, 2011, among Ufertas, LLC, Univision Enterprises, LLC (f/k/a UniLabs) LLC, Univision 24/7, LLC, Univision Deportes, LLC, Univision Financial Marketing, Inc., Univision of Puerto Rico Real Estate Company, Univision tlnovelas, LLC, and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee.	
		
4.2(d)†	 	Fourth Supplemental Indenture, dated as of March 29, 2013, among New Univision Deportes, LLC, New Univision Enterprises, LLC, Univision 24/7, LLC, Univision tlnovelas, LLC and Wilmington Trust, National Association, as trustee.	
		
4.2(e)†	 	Fifth Supplemental Indenture, dated as of November 13, 2013, between Univision Deportes, LLC and Wilmington Trust, National Association, as trustee.	
		
4.3†	 	Senior Secured Notes Indenture, dated as of August 29, 2012, among Univision Communications Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the 6 3/4% Senior Secured Notes due 2022 issued thereunder.	
		
4.3(a)†	 	First Supplemental Indenture, dated as of February 6, 2013, among Univision Communications Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee.	
		
4.3(b)†	 	Second Supplemental Indenture, dated as of March 29, 2013, among New Univision Deportes, LLC, New Univision Enterprises, LLC, Univision 24/7, LLC, Univision tlnovelas, LLC and Wilmington Trust, National Association, as trustee.	
		
4.3(c)†	 	Third Supplemental Indenture, dated as of November 13, 2013, between Univision Deportes, LLC and Wilmington Trust, National Association, as trustee.	
		
4.4†	 	Senior Secured Notes Indenture, dated as of May 21, 2013, among Univision Communications Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the 5 1/8% Senior Secured Notes due 2023 issued thereunder.	
		
4.4(a)†	 	First Supplemental Indenture, dated as of November 13, 2013, between Univision Deportes, LLC and Wilmington Trust, National Association, as trustee.	
		
4.5†	 	Senior Secured Notes Indenture, dated as of February 19, 2015, among Univision Communications Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the 5 1/8% Senior Secured Notes due 2025 issued thereunder.	
		
4.6†	 	First-lien Intercreditor Agreement, dated as of July 9, 2009, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative and each additional Authorized Representative from time to time party thereto.	
		
4.6(a)†	 	Representative Supplement No. 1, dated as of October 26, 2010, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(b)†	 	Representative Supplement No. 2, dated as of May 9, 2011, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
 
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Exhibit
Number	 	Description of Exhibits	
		
4.6(c)†	 	Representative Supplement No. 3, dated as of February 7, 2012, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(d)†	 	Representative Supplement No. 4, dated as of August 29, 2012, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(e)†	 	Representative Supplement No. 5, dated as of September 19, 2012, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(f)†	 	Representative Supplement No. 6, dated as of February 28, 2013, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(g)†	 	Representative Supplement No. 7, dated as of May 21, 2013, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust FSB, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(h)†	 	Representative Supplement No. 8, dated as of May 29, 2013, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto,	
		
4.6(i)†	 	Representative Supplement No. 9, dated as of January 23, 2014, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust National Association, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(j)†	 	Representative Supplement No. 10, dated as of February 19, 2015, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust National Association, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
4.6(k)†	 	Representative Supplement No. 11, dated as of February 19, 2015, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust National Association, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
 
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Exhibit
Number	 	Description of Exhibits	
		
  4.6(l)	 	Representative Supplement No. 12, dated as of April 21, 2015, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust National Association, as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party thereto.	
		
  4.7†	 	Collateral Agreement, dated as of July 9, 2009, among Univision Communications Inc., the Subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.7(a)†	 	Supplement No. 1 to the Collateral Agreement, dated as of February 19, 2010, among Univision Communications Inc., the Subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.7(b)†	 	Supplement No. 2 to the Collateral Agreement, dated as of March 16, 2011, among Univision Communications Inc., the Subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.7(c)†	 	Supplement No. 3 to the Collateral Agreement, dated as of September 15, 2011, among Univision Communications Inc., the Subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.7(d)†	 	Supplement No. 4 to the Collateral Agreement, dated as of November 2, 2011, among Univision Communications Inc., the Subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.7(e)†	 	Supplement No. 5 to the Collateral Agreement, dated as of March 29, 2013, among Univision Communications Inc., the Subsidiaries of Univision Communications Inc. from time to time party thereto and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.7(f)†	 	Supplement No. 6 to the Collateral Agreement, dated as of November 13, 2013, among Univision Communications Inc., Univision of Puerto Rico Inc., the other Grantors party thereto, Deutsche Bank AG New York Branch, as Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust National Association, as the Initial Additional Authorized Representative, and each additional Authorized Representative.	
		
  4.8†	 	First-lien Trademark Security Agreement, dated as of July 9, 2009, among the grantors named therein and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.9†	 	First-lien Copyright Security Agreement, dated as of July 9, 2009, among the grantors named therein and Deutsche Bank AG New York Branch, as Collateral Agent.	
		
  4.10†	 	Amended and Restated Receivables Sale Agreement, dated as of June 28, 2013, by and among the originators party thereto and the buyers party thereto.	
		
  4.11†	 	Amended and Restated Receivables Transfer and Servicing Agreement, dated as of June 28, 2013, by and among the transferors party thereto, Univision Receivables Co., LLC, as Buyer, and Univision Communications Inc., as Servicer.	
		
  4.12†	 	Second Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2013, by and among Univision Receivables Co., LLC, as Seller, the financial institutions signatory thereto from time to time, as Purchasers, General Electric Capital Corporation, as Administrative Agent, General Electric Capital Corporation, as Purchaser Agent, and the CIT Finance LLC, as Syndication Agent	
		
  4.13†	 	Reserved	
		
  4.14*	 	Form of Class A Common Stock Certificate	
 
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Exhibit
Number	 	Description of Exhibits	
		
  5.1*	 	Opinion of Weil, Gotshal & Manges LLP.	
		
10.1	 	Amendment and Restatement of the Credit Agreement, dated as of October 18, 2010, among Univision Communications Inc. and Univision of Puerto Rico Inc., as borrowers, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	
		
10.1(a)	 	Amendment to Credit Agreement, dated as of August 21, 2012, among Univision Communications Inc. and Univision of Puerto Rico Inc., as borrowers, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	
		
10.1(b)	 	Second Amendment to Credit Agreement, dated as of February 28, 2013, among Univision Communications Inc. and Univision of Puerto Rico Inc., as borrowers, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	
		
10.1(c)	 	Third Amendment to Credit Agreement, dated as of May 29, 2013, among Univision Communications Inc. and Univision of Puerto Rico Inc., as borrowers, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	
		
10.1(d)	 	Fourth Amendment to Credit Agreement, dated as of January 23, 2014, among Univision Communications Inc. and Univision of Puerto Rico Inc., as borrowers, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	
		
10.1(e)	 	Fifth Amendment to Credit Agreement, dated as of September 3, 2015, among Univision Communications Inc. and Univision of Puerto Rico Inc., as borrowers, the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.	
		
10.2†	 	2010 Equity Incentive Plan	
		
10.3†	 	Amended and Restated 2007 Equity Incentive Plan	
		
10.4*	 	Form of 2015 Equity Incentive Plan	
		
10.5+†	 	Second Amended and Restated 2011 Program License Agreement, by and between Televisa, S.A. de C.V. and Univision Communications Inc.	
		
10.6+†	 	Amended and Restated 2011 Mexico License Agreement, by and between Univision Communications Inc. and Videoserpel, Ltd.	
		
10.7+†	 	Amendment to Amended and Restated 2011 Mexico License Agreement, by and between Univision Communications Inc. and Videoserpel, Ltd.	
		
10.8†	 	2011 International Sales Agency Agreement, dated as of December 20, 2010, by and between Univision Communications Inc. and Televisa, S.A. de C.V.	
		
10.9+	 	Form of Second Amended and Restated Principal Investor Agreement, by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc., Univision Communications Inc., Grupo Televisa, S.A.B. and the Principal Investors as defined therein.	
 
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Exhibit
Number	 	Description of Exhibits	
		
10.10+	 	Form of Second Amended and Restated Stockholders Agreement, by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc., Univision Communications Inc. and Certain Stockholders of Univision Holdings, Inc.	
		
10.11	 	Form of Second Amended and Restated Participation, Registration Rights and Coordination Agreement by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc., Univision Communications Inc., Grupo Televisa, S.A.B. and Certain Stockholders of Univision Holdings, Inc.	
		
10.12†	 	Amended and Restated Management Agreement, dated as of December 20, 2010, by and among Univision Communications Inc., Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc., Madison Dearborn Partners IV, L.P., Madison Dearborn Partners V-B, L.P., Providence Equity Partners V Inc., Providence Equity Partners L.L.C., KSF Corp., THL Managers VI, LLC and TPG Capital, L.P.	
		
10.12(a)†	 	Management Termination Agreement, dated as of April, 12, 2015, by and among Univision Communications Inc., Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc., Madison Dearborn Partners IV, L.P., Madison Dearborn Partners V-B, L.P., Providence Equity Partners V Inc., Providence Equity Partners L.L.C., KSF Corp., THL Managers VI, LLC and TPG Capital, L.P.	
		
10.13†	 	Technical Assistance Agreement, dated as of December 20, 2010, by and among Univision Communications Inc., Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc. and Televisa, S.A. de C.V.	
		
10.13(a)†	 	Technical Assistance Termination Agreement, dated as of April 12, 2015, by and among Univision Communications Inc., Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), Broadcast Media Partners Holdings, Inc. and Televisa, S.A. de C.V.	
		
10.14†	 	Investment Agreement, dated as of December 20, 2010, by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), BMPI Services II, LLC, Univision Communications Inc., Grupo Televisa, S.A.B. and Pay-TV Venture, Inc. (incorporated by reference to Exhibit 4.19 to Grupo Televisa, S.A.B. Annual Report on Form 20-F dated June 28, 2011 (File No. 1-12610)).	
		
10.14(a)†	 	Amendment to Investment Agreement, dated as of February 28, 2011, by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), BMPI Services II, LLC, Univision Communications Inc., Grupo Televisa, S.A.B. and Pay-TV Venture, Inc. (incorporated by reference to Exhibit 4.20 to Grupo Televisa, S.A.B. Annual Report on Form 20-F dated June 28, 2011 (File No. 1-12610)).	
		
10.14(b)*	 	Form of Amendment No. 2 to Investment Agreement, by and among Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), BMPI Services II, LLC, Univision Communications Inc., Grupo Televisa, S.A.B. and Pay-TV Venture, Inc.	
		
10.15†	 	Amended and Restated Services Agreement, dated as of December 20, 2010, by and between Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), SCG Investments IIB LLC, BMPI Services LLC and BMPI Services II, LLC.	
		
10.16	 	Employment and Non-Competition Agreement, dated as of January 14, 2011, by and between Univision Communications Inc. and Randel A. Falco.	
		
10.16(a)	 	First Amendment to Employment Agreement, dated as of June 29, 2011, by and between Univision Communications Inc., Broadcasting Media Partners, Inc. and Randel A. Falco.	
		
10.16(b)	 	Second Amendment to Employment Agreement, dated as of October 16, 2014, by and between Univision Communications Inc., Broadcasting Media Partners, Inc. and Randel A. Falco.	
		
10.17	 	Amended and Restated Employment and Non-Competition Agreement, dated as of June 30, 2015, by and between Univision Communications Inc. and Francisco J. Lopez-Balboa.	
 
II-11

Table of Contents

Exhibit
Number	  	Description of Exhibits	
		
10.18	  	Employment Agreement, dated as of March 5, 2014, by and between Univision Communications Inc. and Roberto Llamas.	
		
10.19	  	Amended and Restated Employment Agreement, dated as of October 7, 2015, by and between Univision Communications Inc. and Peter Lori.	
		
10.20	  	Amended and Restated Employment Agreement, dated as of October 12, 2015, by and between Univision Communications, Inc., Univision Holdings, Inc. and Jonathan Schwartz.	
		
10.21*	  	Form of Option Award Agreement, under the 2015 Equity Incentive Plan	
		
10.22*	  	Form of Restricted Stock Unit Award Agreement, under the 2015 Equity Incentive Plan	
		
10.23*	  	Amended and Restated Option Award Agreement, granted as of January 17, 2011, by and between Broadcasting Media Partners, Inc. and Randel Falco.	
		
10.24*	  	Amended and Restated Option Award Agreement, granted as of October 24, 2011, by and between Broadcasting Media Partners, Inc. and Randel Falco.	
		
10.25*	  	Restricted Stock Unit Award Agreement, granted as of September 18, 2013, by and between Broadcasting Media Partners, Inc. and Randel Falco.	
		
10.26*	  	Option Award Agreement, granted as of December 12, 2014, by and between Broadcasting Media Partners, Inc. and Randel Falco.	
		
10.27*	  	Option Award Agreement, granted as of April 29, 2011, by and between Broadcasting Media Partners, Inc. and Andrew Hobson.	
		
10.28*	  	Restricted Stock Unit Award Agreement, granted as of April 29, 2011, by and between Broadcasting Media Partners, Inc. and Andrew Hobson.	
		
10.29*	  	Restricted Stock Unit Award Agreement, granted as of September 18, 2013, by and between Broadcasting Media Partners, Inc. and Andrew Hobson.	
		
10.30*	  	Option Award Agreement, granted as of December 12, 2014, by and between Broadcasting Media Partners, Inc. and Andrew Hobson.	
		
10.31*	  	Option Award Agreement, granted as of March 31, 2011, by and between Broadcasting Media Partners, Inc. and Roberto Llamas.	
		
10.32*	  	Restricted Stock Unit Award Agreement, granted as of September 18, 2013, by and between Broadcasting Media Partners, Inc. and Roberto Llamas.	
		
10.33*	  	Option Award Agreement, granted as of December 12, 2014, by and between Broadcasting Media Partners, Inc. and Roberto Llamas.	
		
10.34*	  	Option Award Agreement, granted as of January 3, 2011, by and between Broadcasting Media Partners, Inc. and Peter Lori.	
		
10.35*	  	Restricted Stock Unit Award Agreement, granted as of September 18, 2013, by and between Broadcasting Media Partners, Inc. and Peter Lori.	
		
10.36*	  	Option Award Agreement, granted as of December 12, 2014, by and between Broadcasting Media Partners, Inc. and Peter Lori.	
		
10.37*	  	Restricted Stock Unit Award Agreement, granted as of May 4, 2015, by and between Broadcasting Media Partners, Inc. and Peter Lori.	
 
II-12

Table of Contents

Exhibit
Number	  	Description of Exhibits	
		
10.38*	  	Option Award Agreement, granted as of December 1, 2012, by and between Broadcasting Media Partners, Inc. and Jonathan Schwartz.	
		
10.39*	  	Restricted Stock Unit Award Agreement, granted as of May 19, 2015, by and between Broadcasting Media Partners, Inc. and Jonathan Schwartz.	
		
21.1	  	Subsidiaries of the Registrant	
		
23.1	  	Consent of Ernst & Young LLP	
		
23.2	  	Consent of Ernst & Young LLP	
		
23.3*	  	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).	
		
24.1†	  	Power of Attorney	

*	To be filed by amendment.	
†	Previously filed or incorporated by reference.	
+	Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.	
 
II-13

Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIVISION HOLDINGS, INC.
(F/K/A BROADCASTING MEDIA PARTNERS, INC.)
Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:
FIRST: The name of the Corporation is Univision Holdings, Inc. Prior to the amendment to the Certificate of Incorporation dated June 11, 2015, the name of the Corporation was Broadcasting Media Partners, Inc. The Corporation was originally formed as a limited liability company under the name of Umbrella Holdings, LLC and the certificate of formation was filed with the Secretary of State of the State of Delaware on June 6, 2006. The certificate of conversion of the Corporation from a limited liability company to a corporation and the original Certificate of Incorporation of the Corporation (the “ Original Certificate ”) were each filed with the Secretary of State of the State of Delaware on March 12, 2007.
SECOND: The Original Certificate was amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 22, 2007 (the “ First Amended Certificate ”).
THIRD: The First Amended Certificate was amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 28, 2007 (the “ Second Amended Certificate ”).
FOURTH: The Second Amended Certificate was amended pursuant to a Certificate of Amendment of the Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on February 4, 2008 (the “ Third Amended Certificate ”).
FIFTH: The Third Amended Certificate was amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 23, 2010 (the “ Fourth Amended Certificate ”).
SIXTH: The Fourth Amended Certificate was amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 24, 2010 (the “ Fifth Amended Certificate ”).
SEVENTH: The Fifth Amended Certificate was amended and restated pursuant to an Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on December 20, 2010 (the “ Sixth Amended Certificate ”).

EIGHTH: The Sixth Amended Certificate was amended pursuant to an Amendment to the Certificate of Incorporation on June 11, 2015 (the “ Name Change Amendment ”)
NINTH: Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation has been duly adopted and restates and integrates and further amends the provisions of the Sixth Amended Certificate, as amended by the Name Change Amendment.
TENTH: The text of the Certificate of Incorporation of the Corporation, as amended and restated to date, is hereby amended and restated in its entirety to read as follows:
1. The name of the Corporation is Univision Holdings, Inc.
2. The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).
4. Capital Stock .
4.1. Authorized Shares . The total number of shares of capital stock that the Corporation has authority to issue is [Six Billion One] ([6,000,000,001]) shares, consisting of:
(a) [One Billion] ([1,000,000,000]) shares of Class A Common Stock, par value $0.001 per share (“ Class A Common Stock ”);
(b) [One Billion] ([1,000,000,000]) shares of Class S-1 Common Stock, par value $0.001 per share (“ Class S-1 Common Stock ”);
(c) [One Billion] ([1,000,000,000]) shares of Class S-2 Common Stock, par value $0.001 per share (“ Class S-2 Common Stock ” and; together with the Class S-1 Common Stock, “ Class S Common Stock ”);
(d) [One Billion] ([1,000,000,000]) shares of Class T-1 Common Stock, par value $0.001 per share (“ Class T-1 Common Stock ”);
(e) [One Billion] ([1,000,000,000]) shares of Class T-2 Common Stock, par value $0.001 per share (“ Class T-2 Common Stock ”);
(f) One (1) share of Class T-3 Common Stock, par value $0.001 per share (the “ Class T-3 Common Stock ”; and together with Class T-1 Common Stock, and the Class T-2 Common Stock, “ Class T Common Stock ”); and
(g) [One Billion] ([1,000,000,000]) shares of Preferred Stock, par value $0.001 per share (“ Preferred Stock ”).
 
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Each share of Class A common stock, par value $0.001 per share, of the Corporation issued and outstanding or held in the treasury of the Corporation immediately prior to the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”) shall be changed into and reclassified into [            ] fully paid and non-assessable shares of Class S-1 Common Stock, such that at the Effective Time each holder of record of one (1) share of Class A common stock, par value $0.001 per share, of the Corporation immediately prior to the Effective Time shall, without further action, be and become the holder of [            ] shares of Class S-1 Common Stock. Each share of Class B common stock, par value $0.001 per share, of the Corporation issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall be changed into and reclassified into [            ] fully paid and non-assessable shares of Class S-2 Common Stock such that at the Effective Time each holder of record of one (1) share of Class B common stock, par value $0.001 per share, of the Corporation immediately prior to the Effective Time shall, without any further action, be and become the holder of [            ] shares of Class S-2 Common Stock. Each share of Class C common stock, par value $0.001 per share, of the Corporation issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall be changed into and reclassified into (i) [            ] fully paid and non-assessable shares of Class T-1 Common Stock [and (ii) [1/            ] of one fully paid and non-assessable share of Class T-3 Common Stock, such that at the Effective Time each holder of record of one (1) share of Class C common stock, par value $0.001 per share, of the Corporation immediately prior to the Effective Time shall, without further action, be and become the holder of [            ] shares of Class T-1 Common Stock and [1/            ] of one share of Class T-3 Common Stock. Each share of Class D common stock, par value $0.001 per share, of the Corporation issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall be changed into and reclassified into [            ] fully paid and non-assessable shares of Class T-2 Common Stock, such that at the Effective Time each holder of record of one (1) share of Class D common stock, par value $0.001 per share, of the Corporation immediately prior to the Effective Time shall, without further action, be and become the holder of [            ] shares of Class T-2 Common Stock.
The Class A Common Stock, the Class S Common Stock and the Class T Common Stock are referred to collectively as the “ Common Stock ”; and each class shall be referred to as a class of Common Stock. The shares of Common Stock shall have the rights, preferences, privileges and limitations set forth below.
Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares as may be determined in good faith from time to time by the Board, provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized by this Certificate of Incorporation. Each series of Preferred Stock shall be distinctly designated. Except in respect of the particulars fixed for a series by the Board as permitted hereby, all shares of Preferred Stock shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates of Preferred Stock from which dividends thereon shall be cumulative. The voting powers, if any, of each such series of Preferred Stock and the preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and the Board is hereby expressly granted authority to fix, in the resolution or resolutions providing for the issue of a particular series of Preferred Stock, the voting powers, if any, of each such series and the designations, preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof to the full extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware.
 
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4.2. Definitions . As used in this Certificate of Incorporation, the following terms have the following definitions:
4.2.1 “ Acquisition Holdco ” shall have the meaning set forth in the Stockholders Agreement.
4.2.2 “ Affiliate ” shall mean, with respect to any specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person; provided , however , that neither the Corporation nor any of its subsidiaries shall be deemed an Affiliate of any of the holders of shares of Common Stock (and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) if such specified Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof, and (b) if such specified Person is a natural Person, any Family Member of such natural Person.
4.2.3 “ Affiliated Fund ” shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.
4.2.4 “ Audit Committee ” shall have the meaning set forth in the Principal Investor Agreement.
4.2.5 “ BMP EBITDA ” shall have the meaning set forth in the Stockholders Agreement.
4.2.6 “ BMPH ” shall mean Broadcast Media Partners Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns).
4.2.7 “ BMPS1 ” shall mean BMPI Services, LLC.
4.2.8 “ BMPS1 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPI Services, LLC, dated as of January 29, 2008, as amended from time to time.
4.2.9 “ BMPS2 ” shall mean BMPI Services II, LLC
4.2.10 “ BMPS2 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPI Services II, LLC, dated as of December 20, 2010, as amended from time to time.
4.2.11 “ BMPS3 ” shall mean BMPI Services III, LLC.
 
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4.2.12 “ BMPS3 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPI Services III, LLC, dated as of October 1, 2013, as amended from time to time.
4.2.13 “ BMPS4 ” shall mean BMPI Services IV, LLC.
4.2.14 “ BMPS4 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPI Services IV, LLC, dated as of November 23, 2013, as amended from time to time.
4.2.15 “ Board ” shall mean the Board of Directors of the Corporation.
4.2.16 “ Bylaws ” shall have the meaning set forth in Section 4.4.2(a) .
4.2.17 “ Calculation Date ” shall mean immediately following the Televisa Closing on December 20, 2010.
4.2.18 “ Capital Percentage ” shall have the meaning set forth in the Investment Agreement.
4.2.19 “ CEO Director ” shall have the meaning in Section 4.5.2(d) .
4.2.20 “ Change of Control ” shall have the meaning set forth in the Stockholders Agreement.
4.2.21 “ Class A Common Stock ” shall have the meaning set forth in Section 4.1(a) .
4.2.22 “ Class S-1 Common Stock ” shall have the meaning set forth in Section 4.1(b) .
4.2.23 “ Class S-2 Common Stock ” shall have the meaning set forth in Section 4.1(c) .
4.2.24 “ Class S Common Stock ” shall have the meaning set forth in Section 4.1(c) .
4.2.25 “ Class S Director ” shall have the meaning in Section 4.5.2(b) .
4.2.26 “ Class T-1 Common Stock ” shall have the meaning set forth in Section 4.1(d) .
4.2.27 “ Class T-2 Common Stock ” shall have the meaning set forth in Section 4.1(e) .
4.2.28 “ Class T-3 Common Stock ” shall have the meaning set forth in Section 4.1(f) .
4.2.29 “ Class T Common Stock ” shall have the meaning set forth in Section 4.1(f) .
 
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4.2.30 “ Class T Director ” shall have the meaning in Section 4.5.2(c) .
4.2.31 “ Closing ” has the meaning set forth in the Principal Investor Agreement.
4.2.32 “ Co-Investment Vehicle ” shall mean any one of (a) the MDP Co-Investment Vehicles, collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles, collectively, and (d) the TPG Co-Investment Vehicles, collectively.
4.2.33 “ Common Stock ” shall have the meaning set forth in Section 4.1 .
4.2.34 “ Company Securities ” shall have the meaning set forth in Section 5.4(a) .
4.2.35 “ Compliant Change of Control Transaction ” shall have the meaning set forth in the Stockholders Agreement.
4.2.36 “ Compliant T-3 Transfer ” shall have the meaning set forth in the Stockholders Agreement.
4.2.37 “ Consolidated Leverage Ratio ” shall have the meaning set forth in the Stockholders Agreement.
4.2.38 “ control ” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
4.2.39 “ Convertible Securities ” shall mean any evidence of indebtedness, shares of stock, options, warrants (including the TV Warrants) or other securities which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock, including any options and warrants.
4.2.40 “ Corporation ” shall have the meaning set forth in the Preamble.
4.2.41 “ Credit Agreement ” shall mean that certain Credit Agreement, dated as of March 29, 2007, as amended on June 19, 2009, and as amended and restated as of October 26, 2010, among Univision, Univision of Puerto Rico Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other agents from time to time party thereto, as the same may be amended from time to time.
4.2.42 “ DGCL ” shall have the meaning set forth in Section 3 .
4.2.43 “ Discriminate(s) ” and “ Discrimination ” shall mean, with respect to a specified Person, to discriminate against such specified Person as compared to other applicable parties in a manner that is, or is reasonably expected to be, (a) with respect to all Persons other than the Televisa Investors, materially and disproportionately adverse to such specified Person and, (b) with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.
 
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4.2.44 “ Effective Time ” shall have the meaning in Section 4.1 .
4.2.45 “ Equity Percentage ” shall have the meaning set forth in the Stockholders Agreement.
4.2.46 “ Exchange Act ” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time.
4.2.47 “ Fair Market Value ” shall have the meaning set forth in Section 5.4(b) .
4.2.48 “ Family Member ” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (c) above.
4.2.49 “ FCC ” shall mean the United States Federal Communications Commission or any successor entity.
4.2.50 “ FCC-Approved Trust ” shall have the meaning set forth in the Stockholders Agreement.
4.2.51 “ FCC FO Voting Cap ” shall have the meaning set forth in the Stockholders Agreement.
4.2.52 “ FCC Individual FO Equity Cap ” shall have the meaning set forth in the Stockholders Agreement.
4.2.53 “ FCC Individual FO Voting Cap ” shall have the meaning set forth in the Stockholders Agreement.
4.2.54 “ FCC Permitted Increase in Ownership ” shall have the meaning set forth in the Investment Agreement.
4.2.55 “ FCC Petition ” shall have the meaning set forth in the Televisa Side Letter.
4.2.56 “ FCC Regulatory Limitations ” shall have the meaning set forth in Section 5.1 .
4.2.57 “ Federal Communications Laws ” shall have the meaning set forth in Section 5.1 .
4.2.58 “ Fifth Amended Certificate ” shall have the meaning set forth in the Recitals.
 
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4.2.59 “ First Amended Certificate ” shall have the meaning set forth in the Recitals.
4.2.60 “ Foreign Ownership Cap ” shall have the meaning set forth in the Stockholders Agreement.
4.2.61 “ Fourth Amended Certificate ” shall have the meaning set forth in the Recitals.
4.2.62 “ GAAP ” shall mean United States generally accepted accounting principles as in effect on the date of the Televisa Closing.
4.2.63 “ Glade Brook ” shall mean Glade Brook Private Investors II L.P., a Delaware limited partnership.
4.2.64 “ Glade Brook Investment Agreement ” shall mean that certain Investment Agreement dated as of January 30, 2014 by and among Glade Brook, the Corporation, BMPH and Univision, as amended from time to time.
4.2.65 “ Governmental Authority ” shall mean any United States (federal, state or local) or foreign government, or governmental, regulatory, judicial or administrative authority, agency, commission or court (including the FCC and applicable stock exchange(s)).
4.2.66 “ Group ” shall mean “group” (within the meaning of Section 13(d)(3) of the Exchange Act); provided , that a “group” must be formed knowingly in order to constitute a Group, and the existence of any Group may not be established by mere parallel action.
4.2.67 “ Indebtedness ” shall have the meaning set forth in the Principal Investor Agreement.
4.2.68 “ Independence ” shall have the meaning set forth in the Principal Investor Agreement.
4.2.69 “ Independent Director ” shall have the meaning in Section 4.5.2(a) .
4.2.70 “ Initial Public Offering ” shall mean the initial underwritten Public Offering registered on Form S-1 (or any successor form under the Securities Act).
4.2.71 “ Investment Agreement ” shall mean the Investment Agreement among the Corporation, Univision, Televisa, Pay-TV Venture, Inc., and BMPI Services II, LLC dated as of December 20, 2010, as amended from time to time.
4.2.72 “ Law ” shall mean any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree, order or any other judicially enforceable legal requirement (including common law) of any Governmental Authority.
 
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4.2.73 “ Majority in Interest ” shall mean with respect to shares of Common Stock of one or more class(es), a majority in number of such shares of Common Stock of all such class or classes taken in the aggregate.
4.2.74 “ Majority MDP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the shares of Common Stock held by the MDP Investors.
4.2.75 “ Majority PEP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the shares of Common Stock held by the PEP Investors.
4.2.76 “ Majority PITV Investors ” shall mean, as of any applicable time, (a) PITV Investor Groups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding Common Stock then held by all PITV Investor Groups ( provided , in the case of the Televisa Investors, including only shares of Common Stock held directly by the Televisa Investors that do not exceed ten percent (10%) of the aggregate shares of Common Stock then outstanding) and (b) a majority of the PITV Investor Groups; provided , that if the aggregate number of PITV Investor Groups is two and both of the PITV Investor Groups have not reached agreement or consented with respect to a matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations recapitalizations, reclassifications (including the reclassification in Section 4.1) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; and provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 of the Stockholders Agreement.
4.2.77 “ Majority Principal Investors ” shall mean, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided , that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits,
 
9

stock combinations recapitalizations, reclassifications (including the reclassification in Section 4.1) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
4.2.78 “ Majority SCG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the shares of Common Stock held by the SCG Investors.
4.2.79 “ Majority Televisa Investors ” shall mean, as of any date, the holders of a Majority in Interest of the shares of Common Stock held by the Televisa Investors.
4.2.80 “ Majority THL Investors ” shall mean, as of any date, the holders of a Majority in Interest of the shares of Common Stock held by the THL Investors.
4.2.81 “ Majority TPG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the shares of Common Stock held by the TPG Investors.
4.2.82 “ Maximum Equity Percentage ” shall have the meaning set forth in the Stockholders Agreement.
4.2.83 “ Maximum Voting Percentage ” shall have the meaning set forth in the Stockholders Agreement.
4.2.84 “ MDP ” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate (Umbrella), L.P., MDCPIV Intermediate (Umbrella), L.P., and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.85 “ MDP Co-Investment Vehicles ” shall mean, as of any date, MDCP Foreign Co-Investors (Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of MDP, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate (Umbrella), L.P., MDCPV Intermediate (Umbrella), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Certificate of Incorporation.
4.2.86 “ MDP Investors ” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.87 “ Nominating Committee ” shall have the meaning set forth in the Principal Investor Agreement.
 
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4.2.88 “ Original Certificate ” shall have the meaning set forth in the Recitals.
4.2.89 “ Participation, Registration Rights and Coordination Agreement ” shall mean the Second Amended and Restated Participation, Registration Rights and Coordination Agreement of the Corporation, dated as of the date hereof, as amended from time to time.
4.2.90 “ PEP ” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P., Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.91 “ PEP Co-Investment Vehicles ” shall mean, as of any date, Providence Co-Investors (Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of PEP, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Certificate of Incorporation.
4.2.92 “ PEP Investors ” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.93 “ Permitted Transferee ” shall mean, in respect of (a) any PITV Investor, (i) any Affiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) any successor entity, and (b) any SCG Investor, (i) any Person which is controlled by or for the benefit of Haim Saban or Cheryl Saban (or in the event of their divorce, their subsequent respective spouses) (collectively “ Saban ”) or their Family Members (other than a portfolio company of any SCG Investor), (ii) then-current or former officers and/or employees of Saban or entities controlled by Saban who were issued such interests as a result of or in connection with their employment by Saban, or such officers’ and/or employees’ Family Members to the extent they receive such Transferred interests initially issued to such officer or employee as a result of or in connection with his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship or other entity created for estate or tax planning purposes all of the beneficiaries of which are any of the persons listed in subclause (i)  to (iii)  of this clause (b); in each case described in clauses (a)  and (b) , only if such Transferee agrees to be bound by the terms of the Transaction Agreements in accordance with their respective terms to the same extent its transferor is bound thereby (it being understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 of the Stockholders Agreement shall be null and void). In addition, any stockholder of the Corporation shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group. No Restricted Person shall be a “Permitted Transferee.”
 
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4.2.94 “ Person ” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
4.2.95 “ PITV Investor Group ” shall mean (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided , however , that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where this Certificate of Incorporation provides for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
4.2.96 “ PITV Investors ” shall mean the Televisa Investors and the Principal Investors, collectively; provided that a Principal Investor and/or a Televisa Investor shall cease to be a PITV Investor if it ceases to be a member of a PITV Investor Group; provided , further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
4.2.97 “ Post-Sponsor Exit CEO Director ” shall have the meaning in Section 4.5.3(c) .
4.2.98 “ Post-Sponsor Exit Class T Director ” shall have the meaning in Section 4.5.3(b) .
4.2.99 “ Post-Sponsor Exit Independent Director ” shall have the meaning in Section 4.5.3(a) .
4.2.100 “ Preferred Stock ” shall have the meaning set forth in Section 4.1(g) .
4.2.101 “ Principal Investor ” shall mean any member of a Principal Investor Group that holds Shares.
4.2.102 “ Principal Investor Agreement ” shall mean the Second Amended and Restated Principal Investor Agreement of the Corporation, dated as of the date hereof, as amended from time to time.
4.2.103 “ Principal Investor Eighty-Five Percent Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
4.2.104 “ Principal Investor Group ” shall mean any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d)
 
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the THL Investors, collectively, and (e) the TPG Investors, collectively; provided , however , that any such Principal Investor Group shall cease to be a Principal Investor Group at such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by the Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations recapitalizations, reclassifications (including the reclassification in Section 4.1) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8 of the Stockholders Agreement. Where this Certificate of Incorporation provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
4.2.105 “ Principal Investor Ninety-Eight Percent Sell Down ” shall have the meaning set forth in the Stockholders Agreement.
4.2.106 “ Principal Investor Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
4.2.107 “ Principal Investor Two-Thirds Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
4.2.108 “ Public Offering ” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.
4.2.109 “ Purchaser of Control ” shall have the meaning set forth in the Stockholders Agreement.
4.2.110 “ Qualified Public Offering ” shall have the meaning set forth in the Stockholders Agreement.
4.2.111 “ Ratio Calculation Date ” shall have the meaning given to it in the definition of “ Consolidated Leverage Ratio ” as set forth herein.
4.2.112 “ Redemption Date ” shall have the meaning set forth in Section 5.4(d) .
4.2.113 “ Redemption Securities ” shall have the meaning set forth in Section 5.4(e) .
4.2.114 “ Refinancing Indebtedness ” means new Indebtedness that refinances existing Indebtedness up to the same outstanding principal amount (or unused commitments in the case of then-existing revolving Indebtedness or then-existing receivables financing plus any applicable premiums and accrued interest or discount on such refinanced Indebtedness) plus the fees and expenses incurred directly related to the issuance of the new Indebtedness.
 
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4.2.115 “ Related Party ” shall have the meaning set forth in the Principal Investor Agreement.
4.2.116 “ Restricted Class A Common Shares ” shall have the meaning set forth in the Stockholders Agreement.
4.2.117 “ Restricted Class A Voting Amount ” shall have the meaning set forth in the Stockholders Agreement.
4.2.118 “ Restricted Class S-1 Common Shares ” shall have the meaning set forth in the Stockholders Agreement.
4.2.119 “ Restricted Person ” shall have the meaning set forth in the Stockholders Agreement.
4.2.120 “ Restricted Public Stockholders ” shall have the meaning set forth in Section 5.4(f) .
4.2.121 “ Restricted Subsidiary ” shall mean any direct or indirect subsidiary of the Company that is not an Unrestricted Subsidiary
4.2.122 “ Saban ” shall have the meaning set forth in the definition of “ Permitted Transferee .”
4.2.123 “ Saban Arrangements ” shall mean the arrangements reflected in the Saban Services Agreement, the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement or the BMPS4 LLC Agreement, as amended from time to time.
4.2.124 “ Saban Services Agreement ” shall mean the Amended and Restated Services Agreement, by and between the Corporation, SCG Investments IIB LLC, BMPS1, BMPS2, BMPS3 and BMPS4, dated as of the date hereof, as amended from time to time.
4.2.125 “ Sale Date ” shall have the meaning set forth in Section 5.4(g) .
4.2.126 “ SCG Investors ” shall mean, as of any date, SCG Investments II, LLC and its Permitted Transferees, in each case only if such Person holds any Shares.
4.2.127 “ Second Amended Certificate ” shall have the meaning set forth in the Recitals.
4.2.128 “ Securities Act ” shall mean the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time.
 
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4.2.129 “ Service Agreements ” shall have the meaning set forth in the Stockholders Agreement.
4.2.130 “ Shares ” shall have the meaning set forth in the Stockholders Agreement.
4.2.131 “ Sixth Amended Certificate ” shall have the meaning set forth in the Recitals.
4.2.132 “ Specified Debt Level ” means $10,601.7 million plus any cumulative accretion in the interest on any outstanding 9.75%/10.50% senior toggle notes due 2015 of Univision, less cumulative mandatory amortization and voluntary and mandatory prepayments, repayments, redemptions, purchases or repurchases (in each case, other than as a result of the incurrence of Refinancing Indebtedness relating thereto and the application of the proceeds thereof) of the term loans under the Credit Agreement, in each case, from and after September 30, 2010.
4.2.133 “ Spin-Off Securities ” shall have the meaning set forth in Section 4.4.3(j) .
4.2.134 “ Spin-Off Transaction ” shall have the meaning set forth in Section 4.4.3(j) .
4.2.135 “ Sponsor Exit Sell-Down ” shall mean the earliest of (a) a Principal Investor Sell-Down, (b) after the third (3 rd ) anniversary of a Principal Investor Eighty-Five Percent Sell-Down and (c) the first date after a Principal Investor Eighty-Five Percent Sell-Down on which date the remaining Common Stock held collectively by the Principal Investor Groups is not held by (x) at least three (3) of the Principal Investor Groups who each then hold at least fifteen percent (15%) of the aggregate shares of Common Stock then held by the Principal Investor Groups in the aggregate (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) or (y) if the SCG Investors continue to hold more than a de minimus number of shares of Common Stock at such time, at least two (2) of the Principal Investor Groups who each then hold at least fifteen percent (15%) of the aggregate shares of Common Stock then held by the Principal Investor Groups in the aggregate (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3).
4.2.136 “ Sponsor Sell-Down CEO Director ” shall have the meaning set forth in Section 4.5.3(d) .
4.2.137 “ Sponsor Sell-Down Class S Director ” shall have the meaning set forth in Section 4.5.3(b) .
4.2.138 “ Sponsor Sell-Down Class T Director ” shall have the meaning set forth in Section 4.5.3(c) .
4.2.139 “ Sponsor Sell-Down Independent Director ” shall have the meaning set forth in Section 4.5.3(a) .
 
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4.2.140 “ Stockholders Agreement ” shall mean the Second Amended and Restated Stockholders Agreement of the Corporation, dated as of the date hereof, as amended from time to time.
4.2.141 “ Subsidiary ” of any Person, shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
4.2.142 “ T Voting Amount ” shall have the meaning set forth in the Stockholders Agreement.
4.2.143 “ T-3 Permitted Transferee ” shall mean any Person who is Transferred the share of Class T-3 Common Stock in a Compliant T-3 Transfer.
4.2.144 “ T-3 Voting Amount ” shall have the meaning set forth in the Stockholders Agreement.
4.2.145 “ Televisa ” shall mean, as of any date, Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico, and its Permitted Transferees who hold any Shares.
4.2.146 “ Televisa Closing ” shall mean the “Closing” as defined in the Investment Agreement.
4.2.147 “ Televisa Eighty Percent Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
4.2.148 “ Televisa Investors ” shall mean, as of any date, collectively, (i) Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); in each case under clauses (i) , (ii)  and (iii) , only if and to the extent such Person is then a Stockholder and holds any Shares; provided , further , that neither of BMPS2 nor BMPS4 shall constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 or BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and/or BMPS4, including regardless of any Transfer of Shares by BMPS2 or BMPS4 under the Saban Arrangements.
4.2.149 “ Televisa Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
 
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4.2.150 “ Televisa Side Letter ” shall mean that certain letter agreement, dated as of [            ], 2015, between Televisa and the Company, as amended from time to time.
4.2.151 “ Televisa Supervoting Forfeiture Condition ” shall have the meaning set forth in the Stockholders Agreement.
4.2.152 “ Televisa Transaction ” shall have the meaning set forth in Section 4.5.5 .
4.2.153 “ Third Amended Certificate ” shall have the meaning set forth in the Recitals.
4.2.154 “ Third Party Purchase Price ” shall have the meaning set forth in Section 5.4(h) .
4.2.155 “ THL ” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund VI Investors (Univision), L.P., and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.156 “ THL Co-Investment Vehicles ” shall mean, as of any date, THL Equity Fund VI Intermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (Univision US), L.P., THL Equity Fund VI Investors (GS), LLC, and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of THL, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Certificate of Incorporation.
4.2.157 “ THL Investors ” shall mean, as of any date, THL, the THL Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.158 “ TOC Application ” shall have the meaning set forth in the Televisa Side Letter.
4.2.159 “ TOC Approval ” shall mean the written grant of approval by the FCC of a TOC Application.
4.2.160 “ TPG ” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.161 “ TPG Co-Investment Vehicles ” shall mean, as of any date, TPG Umbrella Co-Investment, L.P., TPG Umbrella International Co-Investment, L.P., and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any
 
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Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of TPG, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV, L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Certificate of Incorporation.
4.2.162 “ TPG Investors ” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
4.2.163 “ Transaction Agreements ” shall mean the Investment Agreement, the Principal Investor Agreement, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the Glade Brook Investment Agreement, the TV Warrants, the Televisa Side Letter, the Service Agreements, this Certificate of Incorporation, the Bylaws, the organizational documents of BMPH and Univision.
4.2.164 “ Transfer ” shall mean any sale, pledge (provided that the term “Transfer” shall not be deemed to include a pledge of any Shares pursuant to a bona fide financing with a financial institution, commercial lender or other bona fide provider of debt financing, but shall be deemed to include a foreclosure on, or subsequent Transfer of, any such pledged Shares), assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 3 of the Stockholders Agreement (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee, (b) with respect to an Acquisition Holdco, or a holder of Shares which was formed for the purpose of holding Shares, there is a transfer of the equity interests of such Acquisition Holdco or holder other than to a Permitted Transferee of such Acquisition Holdco or holder or of the party transferring the equity of such holder or (c) with respect to an Affiliate of Televisa of which the Shares held by such Affiliate constitute a majority of the value of such Affiliate, there is a direct Transfer of the equity interests of such Affiliate other than to a Permitted Transferee of such Affiliate or of the party transferring the equity of such Affiliate or to the shareholders of any publicly traded parent entity of such Affiliate. For the avoidance of doubt, a conversion of Class A Common Stock, Class S Common Stock and/or Class T Common Stock into Common Stock of any such other classes pursuant to this Certificate of Incorporation shall not be deemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall be treated as a Transfer of a proportional number of Shares held by BMPS1, BMPS2, BMPS3 and BMPS4, as applicable (based on the total number of Units outstanding and the total number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4, as the case may be), in each case, as of immediately prior to such Transfer. No securities transferred to or held by BMPS1, BMPS2, BMPS3 or BMPS4 will be deemed to have been Transferred until they are sold by BMPS1, BMPS2, BMPS3 or BMPS4 as applicable. Notwithstanding
 
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the foregoing, with respect to securities acquired by BMPS2 or BMPS4 from any Televisa Investor, such securities will continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2 or BMPS4 under the Saban Arrangements.
4.2.165 “ Transfer Date ” shall have the meaning set forth in Section 5.4(i) .
4.2.166 “ TV Warrants ” shall mean the Corporation warrants exercisable for shares of Class A Common Stock or Class T Common Stock, as applicable, issuable under certain circumstances pursuant to the Transaction Agreements.
4.2.167 “ Units ” shall have the meaning set forth in the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement and the BMPS4 LLC Agreement, as applicable.
4.2.168 “ Univision ” shall mean Univision Communications Inc., successor in interest to Umbrella Acquisition, Inc., a Delaware corporation.
4.2.169 “ Unrestricted Subsidiary ” shall mean, as of any date, a subsidiary of the Corporation that is designated as an “Unrestricted Subsidiary” as of such date under the Credit Agreement, dated as of March 29, 2007, as amended June 19, 2009, and as amended and restated as of October 26, 2010, among Univision, Univision of Puerto Rico Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent and the other agents from time to time party thereto, as the same may be amended from time to time, provided that such subsidiary (assuming it was then in existence) could have been designated as an Unrestricted Subsidiary under the definition thereof and Section 5.11 of such Credit Agreement as in effect as of the Closing.
4.2.170 “ Voting Percentage ” shall have the meaning set forth in the Stockholders Agreement.
4.2.171 “ Voting Stock ” shall mean shares of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock.
4.3. Shares Identical . Except as otherwise provided in this Section 4 , all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same powers, preferences, rights and privileges and shall be subject to the same qualifications, limitations and restrictions.
4.4. Voting Rights . Except (a) as required by applicable law, (b) for the election of those Directors that are elected by a specific class of shares as provided in Section 4.5 and (c) as otherwise set forth in this Section 4 , the holders of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock shall have and possess all voting powers and voting rights and shall vote together as a single class on all matters submitted to the stockholders of the Corporation for a vote (the “ Combined Vote Matters ”), with each Non-Restricted Class A Common Share and each share of Class S-1 Common Stock and Class T-1 Common Stock entitled to one vote, the share of Class T-3 Common Stock entitled to a number of votes equal to the T-3 Voting Amount and the
 
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Restricted Class A Common Shares entitled to an aggregate number of votes equal to the Restricted Class A Voting Amount; provided , however, that in no event shall the aggregate number of votes of Restricted Class S-1 Common Shares, the T Voting Amount at such time and the Restricted Class A Voting Amount at such time exceed the FCC FO Voting Cap applicable at such time. Except as required by applicable law, holders of Class S-2 Common Stock and Class T-2 Common Stock, in their capacity as such, shall not have or possess any voting power or voting rights.
4.4.1 Notwithstanding the provisions of Section 242(b)(2) of the DGCL or anything to the contrary in this Section 4 , but subject to any applicable provision of Section 4.4.2 , the number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of a majority of the then outstanding Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock, voting together as a single class, without a separate class vote of the affected class or classes or any other class.
4.4.2 In addition to any other vote, consent or approval right provided for in this Certificate of Incorporation or required by applicable law and subject to Televisa’s other approval rights set forth in the Principal Investor Agreement and the Stockholders Agreement:
(a) Any amendment, alteration, modification, waiver or repeal of any provision of this Certificate of Incorporation or the Bylaws of the Corporation (as they may be amended from time to time, the “ Bylaws ”), whether by means of amendment, restatement, merger, consolidation or otherwise, shall require the affirmative vote or written consent of the Majority PITV Investors (or a majority of the outstanding shares of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock, voting together as a single class, following a Principal Investor Two-Thirds Sell-Down).
(b) Any amendment, alteration, modification, waiver or repeal of any provision of this Certificate of Incorporation, including any filing of a certificate of designation, or the Bylaws of the Corporation, whether by means of amendment, restatement, merger, consolidation or otherwise, that, by its terms, adversely affects the voting powers, preferences, or other rights or privileges, or restricts the rights, privileges, powers or immunities, of any class of Common Stock disproportionately to any other class of Common Stock shall require the affirmative vote or written consent of the holders of a majority of the outstanding shares of such affected class. For purposes of the foregoing provision, all classes of Common Stock that are affected in the same manner by any such amendment, alteration, modification, waiver or repeal of any provision shall be treated as a single class.
4.4.3 Notwithstanding anything to the contrary contained herein, the Corporation shall not, and shall cause its subsidiaries not to, take any of the following actions without the affirmative vote or prior written approval of the Televisa Investors holding a majority of the Class T-1 Common Stock held by the Televisa Investors at such time:
 
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(a) Amendments to Charters or Bylaws . Amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation or any of its subsidiaries, whether by means of amendment, restatement, merger, consolidation or otherwise, to the extent that such amendment, alteration or repeal would by its terms, Discriminate against the Televisa Investors as compared to (i) the Principal Investors, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, (ii) the public stockholders of the Corporation, following both a Sponsor Exit Sell-Down and receipt of TOC Approval, or (iii) a Purchaser of Control, following a Change of Control.
(b) Leverage . Create, incur, issue or assume (including through a merger, acquisition or otherwise) (i) any Indebtedness (but in the case of creating, incurring, issuing or assuming Refinancing Indebtedness, without double counting for the Indebtedness being refinanced) that results in the Corporation and its consolidated subsidiaries having any Indebtedness in an aggregate principal amount in excess of the greater of (a) the Specified Debt Level and (b) an amount that, after giving pro forma effect thereto (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which financial statements are available that comply with GAAP, would result in the Corporation’s Consolidated Leverage Ratio at the date of such incurrence exceeding nine and one half (9.5) to one (1) (9.5:1); provided that Univision and its consolidated subsidiaries may create, incur, issue or assume an additional principal amount of Indebtedness not to exceed $1 billion, which amount may be used for general corporate purposes in the ordinary course of business, including for the payment of interest, but such amount may not be used for (v) acquisitions of all or substantially all of the assets or equity of any person (or any line of business or division thereof), any business combination the purpose of which is to effect the foregoing and minority investments and/or joint ventures, (w) dividends, (x) related party transactions not in the ordinary course of business, (y) significant changes in operations, or (z) significant non-ordinary course projects; provided , further that this clause (i)  shall not apply if, at any time after a Qualified Public Offering, after giving effect to the proceeds of such Qualified Public Offering, the Consolidated Leverage Ratio does not exceed 7:1 or (ii) any Indebtedness for the purpose of financing the payment of any dividends or other distributions or any share repurchases or redemptions (other than from a consolidated subsidiary of the Corporation to the Corporation or such subsidiary’s parent entity if such parent entity is a consolidated subsidiary of the Corporation) unless the Consolidated Leverage Ratio, after giving pro forma effect thereto (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which financial statements that comply with GAAP are available, would not exceed eight and one half (8.5) to one (1) (8.5:1).
(c) Changes to Terms of Shares . Any change to the terms of the Shares (i) held by the Televisa Investors and not by any Principal Investor, if such change is adverse to any of the Televisa Investors, or (ii) held by Televisa Investors and a material amount of which is held by the Principal Investors or held solely by Persons other than Televisa, if the result of such change would Discriminate against Televisa as
 
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compared to (x) the Principal Investors prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, (y) the public stockholders following both a Sponsor Exit Sell-Down and receipt of TOC Approval if there are public stockholders, or (z) a Purchaser of Control following a Change of Control.
(d) Changes in Core Business . Fundamentally change the business of the Corporation and its subsidiaries to a core business other than Spanish-language media and related businesses, which includes but is not limited to television broadcast networks, radio broadcast networks, ownership and operation of television and radio stations (including, for the avoidance of doubt, English-language networks and stations so long as such networks or stations are not the core business), Internet portals and distribution of programming and other media via the internet and other forms of mass-market or specialized channels of communication for popular consumption that develop over time.
(e) Intentionally omitted
(f) Bankruptcy, etc . Commence a voluntary case under the U.S. Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; consent to the entry of an order for relief in an involuntary case, or the conversion of an involuntary case to a voluntary case, under any such law; consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; make a general assignment for the benefit of creditors; or adopt a plan of complete or partial liquidation or dissolution.
(g) Intentionally omitted
(h) Transfer to a Restricted Person . Issue any Shares to a Restricted Person or issue any Shares in connection with any Transfer of any Shares by a member of the Principal Investor Group to a Restricted Person, other than any Transfer described in Section 3.3.4 of the Stockholders Agreement.
(i) Certain Dividends and Distributions . Issue or pay any dividends or distributions in any form other than pro rata dividends and pro rata distributions, in each case, in the form of common stock of the Corporation that is not Class T Common Stock and other than any dividends or distributions paid by Restricted Subsidiaries of Univision solely to Univision or other Restricted Subsidiaries of Univision; provided , that the Corporation may issue or pay any dividends or distributions (but in any case not dividends or distributions of preferred stock or common stock that is Class T Common Stock) without the consent of the Televisa Investors if (i) the Televisa Investors receive their pro rata share of such dividend or distribution on all of their Shares (on an as-exercised and as-converted basis, but without requiring the Televisa Investors to exercise or convert any Convertible Securities) and in the same form of consideration and at the same time as received by the other holders of Shares, (ii) the Board concludes in good faith that the actions taken pursuant to the foregoing clause (i)  are consistent with applicable Laws and (iii) the Consolidated Leverage Ratio after giving effect to such dividend or distribution does not exceed 8.5:1; provided , further , that clause (iii) shall terminate if, at any time following a Qualified Public Offering, the Consolidated Leverage Ratio is less than 7:1 (after giving effect to the proceeds of such offering).
 
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(j) Spin-offs; Split-offs; etc . Enter into any spin-off, split-off, exchange transaction or similar transaction involving a subsidiary or business of the Corporation, in each case, a result of which is the issuance or redemption of capital stock of the Corporation or its subsidiaries (a “ Spin-Off Transaction ”); provided , that the Corporation may enter into any such Spin-Off Transaction without the consent of the Televisa Investors if (i) the Televisa Investors receive at the same time as other holders of Shares with respect to all of their Shares (on an as-exercised and as-converted basis, but without requiring the Televisa Investors to exercise or convert any Convertible Securities) their pro rata amount of the distribution pursuant to such Spin-Off Transaction in the form of securities of the entity or business that is the subject of such Spin-Off Transaction, which securities shall provide the holder thereof with the rights and obligations equivalent to the rights and obligations associated with the Shares held by Televisa as of the date of such Spin-Off Transaction (and in the same proportion to the securities as the securities of the Corporation that Televisa then holds) (the “ Spin-Off Securities ”), (ii) the Board concludes in good faith that the actions taken pursuant to the foregoing clause (i) are consistent with applicable Laws, (iii) the Principal Investors and the issuer of the Spin-Off Securities agree to enter into a shareholders agreement or other similar arrangements with Televisa that provides Televisa, the Principal Investors and such issuer with equivalent rights and obligations with respect to the entity or business that is the subject of such Spin-Off Transaction, and (iv)(A) in the event that the Consolidated Leverage Ratio immediately prior to such Spin-Off Transaction is less than 8.5:1, the Corporation’s Consolidated Leverage Ratio will not exceed 8.5:1 after giving effect to such Spin-Off Transaction or (B) in the event that the Consolidated Leverage Ratio immediately prior to such Spin-Off Transaction is 8.5:1 or greater, the Corporation’s Consolidated Leverage Ratio will not increase after giving effect to such Spin-Off Transaction; provided , further , that clause (iv)  shall terminate if, at any time following a Qualified Public Offering, the Consolidated Leverage Ratio is less than 7:1 (after giving effect to the proceeds of such offering).
(k) Stock Repurchases . Enter into or effect any transaction or series of related transactions involving the direct or indirect repurchase, redemption or other acquisition of securities from any stockholder (other than any repurchase by Univision or any of its wholly-owned subsidiaries of securities of wholly-owned subsidiaries of Univision); provided , that the Corporation may enter into any such repurchase, redemption or other acquisition transaction if (i) the Corporation offers to repurchase from the Televisa Investors securities held by the Televisa Investors in the same pro rata portion (calculated on an as-converted and as-exercised basis, but without requiring the Televisa Investors to exercise or convert any Convertible Securities) of the securities redeemed, repurchased or otherwise acquired pursuant to such repurchase transaction at the same per share value and in exchange for the same form of consideration and at the same time as the other holders of Shares, [and] (ii) the Board concludes in good faith that the actions taken pursuant to the foregoing clause (i) are consistent with applicable Law [and] (iii) the Consolidated Leverage Ratio after giving effect to such repurchase does not exceed 8.5:1, provided , further , that clause (iii) shall terminate if, at any time following a Qualified Public Offering, the Corporation’s Consolidated Leverage Ratio is less than 7:1 (after giving effect to the proceeds of such offering).
 
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(l) Other Restrictions . Unless explicitly required by law or applicable stock exchange rules with respect to clauses (vi) (in respect of procedural matters only and not the right itself) and (ix) below:
 
 	(i)	Implement a stockholder rights plan (i.e., poison pill) that would limit Televisa’s ownership interest in the Corporation;	
 
 	(ii)	Except for the Class T-3 Common Stock, issue equity securities of the Corporation that entitle their holder to multiple votes per security or similar special voting rights;	
 
 	(iii)	Seek a court or regulatory approval to (x) void or limit any right of Televisa under the Transaction Agreements or (y) to invalidate or make unenforceable any such right (e.g., on the basis of it being against public policy);	
 
 	(iv)	Petition the FCC, or take any action to support any petition filed by a third party, to request a reduction in the Foreign Ownership Cap (including the FCC FO Voting Cap, the FCC Individual FO Equity Cap or the FCC Individual FO Voting Cap), as such caps are in effect from time to time;	
 
 	(v)	Amend this Certificate of Incorporation or the Bylaws of the Corporation to permit the removal of a Director (other than Directors appointed exclusively by one or more Principal Investor Groups) other than for cause;	
 
 	(vi)	Limit the right of the holders of shares of Class T-1 Common Stock to call a special meeting of the Corporation’s stockholders;	
 
 	(vii)	Create any new requirements for approvals by a supermajority of the Board or the Corporation’s stockholders or a separate class of Directors or stock except, in each case, as provided for in the Transaction Agreements as of             ;	
 
 	(viii)	Amend this Certificate of Incorporation to implement a classified Board; or	
 
 	(ix)	Require new qualification requirements for directors of the Corporation that would result in excluding the Class T Directors, Sponsor Sell-Down Class T Directors or Post-PI Exit Class T Directors to the Board.	
(m) Section 5 Amendments . Amend the provisions of Section 5 of this Certificate of Incorporation or the definitions of terms as used therein.
 
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(n) Period . Except as otherwise provided, the rights granted to the Televisa Investors pursuant to this Section 4.4.3 shall expire upon a Televisa Sell-Down; provided , however , that (i) the Televisa Investors’ rights granted pursuant to Sections 4.4.3(a) (Amendments to Charters or Bylaws), 4.4.3(c) (Change to Terms of Shares), 4.4.3(d) (Changes in Core Business), 4.4.3(h) (Transfer to a Restricted Person) and 4.4.3(m) (Section 5 Amendments) will survive so long as Televisa Investors hold any Shares; (ii) the Televisa Investors’ rights granted pursuant to Sections 4.4.3(b) (Leverage) to the extent such approval right has not already been terminated in accordance with its terms and 4.4.3(f) (Bankruptcy, etc.), will terminate at the time the Televisa Investors have converted all of the TV Warrants held by the Televisa Investors into shares of Common Stock; (iii) the Televisa Investors’ rights granted pursuant to Sections 4.4.3(i) (Certain Dividends and Distributions), Section 4.4.3(j) (Spin-Offs, Split-Offs, etc.) and 4.4.3(k) (Stock Repurchases) shall not apply at any time the Televisa Investors do not hold any TV Warrants; and (iv) the Televisa Investors’ rights granted pursuant to Section 4.4.3(l) (Other Restrictions) shall terminate upon a Televisa Eighty Percent Sell-Down. For the avoidance of doubt, the provisions of this Section 4.4.3 shall survive, in accordance with their terms, any Public Offering or Change of Control. Notwithstanding the foregoing, in no event shall (x) there be any separate class vote with respect to any class of Common Stock in connection with the approval of a Compliant Change of Control Transaction, or (y) except as expressly provided in this Section 4.4 and only to the extent applicable, the separate approval of the Televisa Investors in their capacity as stockholders of the Corporation be required in connection with any agreement, arrangement or transaction that is entered into to effectuate the transfer of Shares pursuant to a Compliant Change of Control Transaction.
4.5. Directors .
4.5.1 Size of Board . Prior to a Sponsor Exit Sell-Down, the number of authorized directors (“ Directors ”) constituting the Board shall be twenty-two (22). Following a Sponsor Exit Sell-Down, the number of authorized directors constituting the Board shall be eleven (11). Any increase or decrease in the number of Directors constituting the Board which is not made in compliance with this Certificate of Incorporation, the Bylaws of the Corporation and the Principal Investor Agreement shall be an ultra vires act and shall be void.
4.5.2 Election of Directors Prior to Sponsor Exit Sell-Down . Prior to a Sponsor Exit Sell-Down, the twenty-two (22) members constituting the Board shall be elected as follows:
(a) The holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall be entitled to elect a number of Directors equal to the then authorized number of Directors that constitute the Board, less the total number of Directors that the holders of Class S-1 Common Stock and Class T-1 Common Stock are then entitled to elect pursuant to Sections 4.5.2(b) , (c) , and (d) . The Directors that the holders of the Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock
 
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have the right to elect pursuant to this Section 4.5.2(a) are referred to as the “ Independent Directors .” The holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall also have the right to remove any Independent Director for cause. Except as otherwise set forth in Section 4.5.2(b) and (d)  below, any vacancy in the office of an Independent Director (whether due to resignation, removal or otherwise) or any newly created directorship shall be filled by, the holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class.
(b) The holders of the Class S-1 Common Stock, voting as a separate class, shall be entitled to nominate and elect fourteen (14) Directors. The Directors that the holders of the Class S-1 Common Stock have the right to elect hereunder are referred to as the “ Class S Directors ”. The holders of the Class S-1 Common Stock, voting as a separate class, shall have the right to remove any Class S Director with or without cause. Except with respect to a vacancy resulting from a reduction in the number of Class S Directors following a Sponsor Exit Sell-Down, any vacancy in the office of a Class S Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class S-1 Common Stock, voting as a separate class. The individuals to be designated and elected as Class S Directors shall be as provided for in the Principal Investor Agreement.
(c) The holders of the Class T-1 Common Stock, voting as a separate class, shall be entitled to nominate and elect four (4) Directors. The Directors that the holders of the Class T-1 Common Stock have the right to elect hereunder are referred to as the “ Class T Directors ”. The holders of the Class T-1 Common Stock, voting as a separate class, shall also have the right to remove any Class T Director with or without cause. Prior to a Sponsor Exit Sell-Down, any vacancy in the office of a Class T Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class T-1 Common Stock, voting as a separate class.
(d) The holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall elect one (1) Director, who shall be the Chief Executive Officer of the Corporation (the “ CEO Director ”). The holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall also have the right to remove the CEO Director in the event such individual is no longer the Chief Executive Officer of the Corporation. Any vacancy in the office of the CEO Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class.
4.5.3 Election of Directors After a Sponsor Exit Sell-Down But Prior to TOC Approval . Following a Sponsor Exit Sell-Down but prior to receipt of TOC Approval, the eleven (11) members constituting the Board shall be elected as follows:
 
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(a) The holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting as a single class, shall be entitled to elect a number of Directors equal to the then authorized number of Directors that constitute the Board, less the total number of Directors that are being elected from time to time pursuant to Sections 4.5.3(b) , (c)  and (d) . The Directors that the holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, have the right to elect pursuant to this Section 4.5.3(a) are referred to as the “ Sponsor Sell-Down Independent Directors .” The holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting as a single class, shall also have the right to remove any Sponsor Sell-Down Independent Director for cause. Any vacancy in the office of a Sponsor Sell-Down Independent Director (whether due to resignation, removal or otherwise) shall be filled by the holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting as a single class.
(b) The holders of the Class S-1 Common Stock, voting as a separate class, shall be entitled to nominate and elect six (6) Directors (the “ Sponsor Sell-Down Class S Directors ”), provided that five (5) of the Sponsor Sell-Down Class S Directors shall be independent of each Principal Investor and the Company (within the meaning of the New York Stock Exchange Rules, assuming for purposes of determining whether a Sponsor Sell-Down Class S Director is independent of a Principal Investor, such Principal Investor shall be deemed to be the issuer). The holders of the Class S-1 Common Stock, voting as a separate class, shall have the right to remove any Sponsor Sell-Down Class S Director for cause, or in the case of the Sponsor Sell-Down Class S Director that is not independent of the Principal Investors and the Company, with or without cause. Except with respect to a vacancy resulting from a reduction in the number of Sponsor Sell-Down Class S Directors following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any vacancy in the office of a Sponsor Sell-Down Class S Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class S-1 Common Stock, voting as a separate class. The individuals to be designated and elected as Sponsor Sell-Down Class S Directors shall be as provided in the Principal Investor Agreement.
(c) Subject to applicable law, the holders of the Class T-1 Common Stock, voting as a separate class, shall be entitled to nominate and elect three (3) Directors. The Directors that the holders of the Class T-1 Common Stock have the right to elect hereunder are referred to as the “ Sponsor Sell-Down Class T Directors ”. The holders of the Class T-1 Common Stock, voting as a separate class, shall also have the right to remove any Sponsor Sell-Down Class T Director with or without cause. Following a Televisa Sell Down but prior to a Televisa Eighty Percent Sell Down, the number of Sponsor Sell-Down Class T Directors shall be reduced by one (1) and, following a Televisa Eighty Percent Sell-Down, the number of Sponsor Sell-Down Class T Directors shall be zero. Any vacancy in the office of a Sponsor Sell-Down Class T Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class T-1 Common Stock, voting as a separate class.
 
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(d) The holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall elect one (1) Director, who shall be the Chief Executive Officer of the Corporation (the “ Sponsor Sell-Down CEO Director ”). The holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall also have the right to remove the Sponsor Sell-Down CEO Director in the event such individual is no longer the Chief Executive Officer of the Corporation. Any vacancy in the office of the Sponsor Sell-Down CEO Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class.
4.5.4 Election of Directors After Sponsor Exit Sell-Down and TOC Approval . Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, the eleven members constituting the Board shall be elected as follows:
(a) The holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall be entitled to elect a number of Directors equal to the then authorized number of Directors that constitute the Board less the total number of Directors that are being elected from time to time pursuant to Sections 4.5.4(b) and (c) . The Directors that the holders of the Class A Common Stock, the holders of Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock have the right to elect pursuant to this Section 4.5.4(a) are referred to as the “ Post-Sponsor Exit Independent Directors .” The holders of the Class A Common Stock, the holders of Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class, shall also have the right to remove any Post-Sponsor Exit Independent Director for cause. Any vacancy in the office of a Post-Sponsor Exit Independent Director (whether due to resignation, removal or otherwise) or any newly created directorship shall be filled by the holders of the Class A Common Stock, the holders of the Class S-1 Common Stock, the holders of the Class T-1 Common Stock and the holders of the Class T-3 Common Stock, voting together as a single class.
(b) The holders of the Class T-1 Common Stock, voting as a separate class, shall be entitled to nominate and elect such number of Directors as would represent a percentage of the then authorized number of Directors that constitute the Board equivalent to the Televisa Investors’ then Voting Percentage (rounded to the nearest whole number of Directors), but, subject to applicable law, in no event less than three (3) Directors. The Directors that the holders of the Class T-1 Common Stock have the right to elect hereunder are referred to as the “ Post-Sponsor Exit Class T Directors ”. Following a Televisa Sell-Down but prior to a Televisa Eighty Percent Sell-Down, the number of Post-Sponsor Exit Class T Directors shall be reduced by
 
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one (1) and, following a Televisa Eighty Percent Sell-Down, the number of Post-Sponsor Exit Class T Directors shall be zero. The holders of the Class T-1 Common Stock, voting as a separate class, shall also have the right to remove any Post-Sponsor Exit Class T Director with or without cause. Except for vacancies resulting from the reduction in the number of Post-Sponsor Exit Class T Directors, any vacancy in the office of a Post-Sponsor Exit Class T Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class T-1 Common Stock, voting as a separate class.
(c) Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, the individual serving as the Chief Executive Officer of the Corporation shall be a Director (the “ Post-Sponsor Exit CEO Director ”).
4.5.5 Certain Board Size and Representation Matters . Until the date upon which the Televisa Investors have voluntarily sold ninety-eight percent (98%) or more, in the aggregate, of the shares of Common Stock and Convertible Securities exchangeable or convertible into shares of Common Stock or TV Warrants (on an as-converted basis) held by the Televisa Investors on the Calculation Date as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes, no Restricted Person or Affiliate of a Restricted Person may serve as a member of the Board. In addition, until the earlier of (i) the occurrence of both a Sponsor Exit Sell-Down and receipt of TOC Approval and (ii) Televisa Sell-Down, each of the Independent Directors, the GB Director and the Sponsor Sell-Down Independent Directors shall be recommended for nomination by the unanimous vote of the members of the Nominating Committee (one member of whom shall be appointed by the directors elected by the holders of the Class T-1 Common Stock) and nominated by the majority approval of all of the members of the Board; provided that, if three candidates for an independent director position are not recommended by the Nominating Committee, then the next candidate for such position will be recommended by a majority vote of the Nominating Committee. Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, each of the Post-Sponsor Exit Independent Directors shall be recommended for nomination by a majority vote of the Nominating Committee (one member of whom shall be appointed by the directors elected by the holders of the Class T-1 Common Stock) and nominated by the unanimous vote of all the members of the Board. Each Independent Director, GB Director, Sponsor Sell-Down Independent Director and Post-Sponsor Exit Independent Director shall at all times meet the standard for Independence. Except as expressly set forth in Sections 4.5.2 through 4.5.4 , no director may be removed without cause.
4.5.6 Transactions with Televisa Following a Sponsor Exit Sell-Down and TOC Approval . Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any agreement or transaction between the Corporation or any of its subsidiaries and Televisa or any of its Affiliates (a “ Televisa Transaction ”) shall require the prior approval of the Audit Committee or other committee comprised solely of Post-Sponsor Exit Independent Directors. Such committee shall establish its own related party transaction policies which will be publicly disclosed in the Corporation’s SEC filings in accordance with applicable law, shall have the power to retain independent legal,
 
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financial, accounting and other advisors from time to time as it deems appropriate and shall in its sole discretion be empowered to negotiate any Televisa Transaction on behalf of the Corporation. For the avoidance of doubt, as required under applicable law, the committee’s review of any such Televisa Transaction shall be based on whether the Televisa Transaction is in the best interest of the Corporation.
4.5.7 Stockholder Actions Following a Sponsor Exit Sell-Down and TOC Approval . Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, all stockholder actions shall be taken at a meeting called for such purpose, and not by a written consent of stockholders.
4.6. Dividends; Distributions . Subject to the powers, preferences, rights and privileges of any class of stock (or any series thereof) having any preference or priority over, or rights superior to, the Common Stock that the Corporation may hereafter become authorized to issue and subject to Sections 4.4.3 , all holders of the shares of Common Stock, as a single class, shall be entitled to receive all dividends and distributions pro rata based on the number of outstanding shares of Common Stock held by each such holder.
4.7. Stock Splits, Reverse Stock Splits and Stock Dividends . The Corporation shall not in any manner subdivide or increase the number of (by stock split, reverse stock split, stock dividend or other similar manner), or combine in any manner, the outstanding shares of any one class of Common Stock unless a proportional adjustment is made concurrently to the other classes of Common Stock.
4.8. Conversion of Common Stock .
4.8.1 Optional Conversion of Class S-1 Common Stock and Class S-2 Common Stock . Each outstanding share of Class S-1 Common Stock may, at the option of the holder thereof, be converted at any time into one share of Class S-2 Common Stock, and subject to Section 5 below, each outstanding share of Class S-2 Common Stock may, at the option of the holder thereof, be converted into one share of Class S-1 Common Stock. Conversion of any share of Class S-1 Common Stock or Class S-2 Common Stock, as applicable, shall be effected by the holder delivering written notice to the Corporation stating its intent to convert such share into the applicable class of Common Stock into which it is to be converted, together with the certificate evidencing such share to the Corporation at its principal place of business duly endorsed for Transfer. The Corporation shall promptly thereafter issue and send to such holder a new certificate, registered in the name of such holder, evidencing the applicable class of Common Stock into which such share has been converted. Notwithstanding the foregoing, if the certificate evidencing the share(s) to be converted are not delivered to the Corporation at its principal place of business, the conversion shall nonetheless be deemed to have occurred and until so delivered, such certificate shall represent solely the applicable shares of the applicable class of Common Stock into which such share has been converted under this Section 4.8.1 .
4.8.2 Optional Conversion of Class T-1 Common Stock and Class T-2 Common Stock . Each outstanding share of Class T-1 Common Stock may, at the option of the holder thereof, be converted at any time into one share of Class T-2 Common Stock,
 
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and subject to Section 5.1.1(ii) of the Stockholders Agreement, each outstanding share of Class T-2 Common Stock may, at the option of the holder thereof, be converted into one share of Class T-1 Common Stock. Conversion of any share of any such Common Stock shall be effected by the holder delivering written notice to the Corporation stating its intent to convert such share into the applicable class of Common Stock into which it is to be converted, together with the certificate evidencing such share to the Corporation at its principal place of business duly endorsed for Transfer. The Corporation shall promptly thereafter issue and send to such holder a new certificate, registered in the name of such holder, evidencing the applicable class of Common Stock into which such share has been converted. Notwithstanding the foregoing, if the certificate evidencing the share(s) to be converted are not delivered to the Corporation at its principal place of business, the conversion shall nonetheless be deemed to have occurred and until so delivered, such certificate shall represent solely the applicable shares of the applicable class of Common Stock into which such share has been converted under this Section 4.8.2 .
4.8.3 Mandatory Conversion of Class S Common Stock and Class A Common Stock Upon Acquisition by Televisa Investors . Each outstanding share of Class S Common Stock and Class A Common Stock acquired by a Televisa Investor (or a FCC-Approved Trust established by Televisa, or other Person to which a Televisa Investor has assigned shares pursuant to Section 3.1.4(e) of the Stockholders Agreement) shall automatically convert to one share of Class T-1 Common Stock or, if such conversion to Class T-1 Common Stock would cause the Voting Percentage to exceed the Maximum Voting Percentage, one share of Class T-2 Common Stock, in each case, automatically without any further action on the part of the Corporation or the holder thereof. Upon surrender of certificate(s) representing such shares of Class S Common Stock to the Corporation, the Corporation shall promptly issue and deliver to the Televisa Investor a new certificate, registered in the name of the Televisa Investor (or a FCC-Approved Trust established by Televisa, or other Person to which a Televisa Investor has assigned shares pursuant to Section 3.1.4(e) of the Stockholders Agreement), evidencing the applicable class of Common Stock into which such share has been converted. Until so surrendered and exchanged, each such certificate shall represent solely the applicable shares of the applicable class of Common Stock into which such share has been converted under this Section 4.8.3 .
4.8.4 Mandatory Conversion of Class T-1 Common Stock and Class T-2 Common Stock . (a) Each outstanding share of Class T-1 Common Stock and Class T-2 Common Stock shall automatically convert to one share of Class A Common Stock, automatically without any further action on the part of the Corporation or the holder thereof and effective immediately upon any Transfer of such share of Class T-1 Common Stock or Class T-2 Common Stock, as applicable, to any Person that is not a Televisa Investor (and is not a FCC-Approved Trust established by Televisa, or other Person to which a Televisa Investor has assigned shares pursuant to the second sentence of Section 3.1.4(e) of the Stockholders Agreement), solely with respect to the Shares so Transferred. (b) In the event no shares of Class T-3 Common Stock are outstanding, each outstanding share of Class T-1 Common Stock shall automatically convert to one share of Class T-2 Common Stock without any further action on the part of the Corporation or the holder thereof and effective immediately upon any event that
 
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would cause the Voting Percentage of the Televisa Investors to exceed the Maximum Voting Percentage, including as contemplated by Section 8.3(d) of the Investment Agreement or Section 6.4 of the Principal Investor Agreement. (c) In the case of a conversion contemplated by clause ( a ) or ( b ) above, the Corporation shall, promptly after receiving the certificate representing the applicable shares of the applicable class of Class T Common Stock subject to the conversion, issue and send to such holder a new certificate, registered in the name of such holder, evidencing the applicable class of Common Stock into which such share has been converted. Until so surrendered and exchanged, each such certificate shall represent solely the applicable shares of the applicable class of Common Stock into which such share has been converted under this Section 4.8.4 .
4.8.5 Mandatory Conversion of Class S Common Stock . (a) Each outstanding share of Class S Common Stock shall automatically convert to one share of Class A Common Stock, automatically and without any further action on the part of the Corporation or the holder thereof and effective immediately upon any Transfer of such share of Class S Common Stock, to any Person that is not a Permitted Transferee of such Person, a Purchaser of Control or a Televisa Investor (for the avoidance of doubt, any shares of Class S Common Stock acquired by any Televisa Investor shall automatically be converted to shares of Class T Common Stock in accordance with Section 4.8.3 ), solely with respect to the Shares so Transferred. (b) Each outstanding share of Class S Common Stock held by a Principal Investor shall automatically convert to one share of Class A Common Stock upon such Principal Investor ceasing to be a member of a Principal Investor Group without any further action on the part of the Corporation or the holder thereof, (c) In the case of a conversion contemplated by clause ( a ) or ( b ) above, the Corporation shall, promptly after receiving the certificate representing the applicable shares of Class S Common Stock subject to the conversion, issue and send to such holder a new certificate, registered in the name of such holder, evidencing the Class A Common Stock into which such share has been converted. Until so surrendered and exchanged, each such certificate shall represent solely the shares of Class A Common Stock into which such share has been converted under this Section 4.8.5 .
4.8.6 Mandatory Conversion of Class T-3 Common Stock . (a) The outstanding share of Class T-3 Common Stock shall automatically convert to one share of Class A Common Stock, automatically without any further action on the part of the Corporation or the holder thereof and effective immediately upon any Transfer of such share of Class T-3 Common Stock, to any Person that is not a Televisa Investor or a T-3 Permitted Transferee. (b) The outstanding share of Class T-3 Common Stock shall have the same rights as one share of Class T-1 Common Stock (without any further action on the part of the Corporation or the holder thereof) at any time that a Televisa Supervoting Forfeiture Condition exists. (c) In the case of a conversion contemplated by this Section 4.8.6 , the Corporation shall, promptly after receiving the certificates representing the share of Class T-3 Common Stock, issue and send to such holders new certificates, registered in the name of such holder, evidencing the Class A Common Stock, Class T-1 Common Stock or Class T-2 Common Stock (as applicable) into which such share has been converted. Until so surrendered and exchanged, such certificates shall represent the portion of one share of the Class A Common Stock, Class T-1 Common Stock or Class T-2 Common Stock (as applicable) into which such share was converted.
 
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4.9. Effect of Conversion . From and after the time of conversion of any share of Common Stock, the rights of the holder thereof as such shall cease with respect to such share, but for the sake of clarity, not with respect to the share(s) into which it was converted.
4.10. Adjustment of Conversion Ratios for Subdivisions, Combinations or Consolidations . In the event after the date hereof a class of Common Stock is subdivided by stock split, stock dividend or otherwise, or is combined or consolidated, by reclassification or otherwise (the affected class of Common Stock being hereinafter referred to as the “Adjusted Class”), the conversion ratios in Section 4.8 above which apply to a conversion from or into the Adjusted Class shall be equitably adjusted to the extent a proportionate subdivision, combination or consolidation is not simultaneously effected with respect to the class of Common Stock into which or from which the Affected Class may be converted.
4.11. Replacement . Upon receipt of an affidavit of the registered owner of one or more shares of any class of Common Stock (or such other evidence as may be reasonably satisfactory to the Corporation) with respect to the ownership and the loss, theft, destruction or mutilation of any certificate evidencing such shares of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (if the Board, acting in good faith, deems such indemnification to be necessary or advisable), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.
4.12. Notices . All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).
5. Stock Ownership and the Federal Communications Laws .
5.1. Restrictions on Stock Ownership and Transfer . In addition to the automatic suspension (in whole or in part) or elimination of voting rights of Class A held by Restricted Public Stockholders in Section 4.4 and the other actions contemplated by Section 5.3 , the Corporation may restrict the ownership, or proposed ownership, of Company Securities of the Corporation by any Restricted Public Stockholder or other Person (other than any Televisa Investor or any Principal Investor and their Permitted Transferees, or a Purchaser of Control, with respect to any Company Securities owned or proposed to be owned by such Persons from time to time) if such ownership or proposed ownership (a) is or could be inconsistent with, or in violation of, any provision of the Federal Communications Laws, (b) limits or impairs or could limit or impair any business activities or proposed business activities of the Corporation under the Federal Communications Laws or (c) subjects or could subject the Corporation to any law, regulation or policy under the Federal Communications Laws to which the Corporation would not be subject but for such ownership or proposed
 
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ownership (clauses (a), (b) and (c) collectively, “ FCC Regulatory Limitations ”); in each case so long as such restriction (excluding the automatic suspension or elimination of voting rights provided for in Section 4.4 ) is approved by both Televisa and the Majority Principal Investors (or, following both a Sponsor Exit Sell-Down and receipt of TOC Approval, both Televisa and the Board). Notwithstanding anything to the contrary herein, in no event may the Corporation take any action (x) in order to comply with or the Federal Communications Laws that Discriminates against Televisa or the Televisa Investors, (y) that restricts or deprives any Televisa Investor of the ownership, or proposed ownership, of any securities of the Corporation, or (z) that adversely affects the governance rights, rights to Board seats, approval rights, participation rights, tag-along rights, exemption from drag-along obligations, right of first offer, and other rights or obligations of the Televisa Investors set forth in this Certificate of Incorporation and the other Transaction Agreements or the rights of any Televisa Investor with respect to a FCC Permitted Increase in Ownership. For purposes of this Section 5 , the term “ Federal Communications Laws ” shall mean the Communications Act of 1934, as amended, and any successor statute thereto, and the rules, regulations and policies promulgated by the FCC thereunder.
5.2. Requests for Information . If the Corporation believes that the ownership or proposed ownership of Company Securities of the Corporation by any Person (other than a Televisa Investor) may result in an FCC Regulatory Limitation, such Person shall furnish promptly to the Corporation such information (including, without limitation, information with respect to citizenship, other ownership interests and affiliations) as the Corporation shall request.
5.3. Denial of Rights, Refusal to Transfer . If (a) any Person from whom information is requested pursuant to Section 5.2 does not provide all the information requested by the Corporation, or (b) the Corporation shall conclude in its sole discretion that a Person’s ownership or proposed ownership of, or that a Person’s exercise of any rights of ownership with respect to Company Securities of the Corporation, results or could result in an FCC Regulatory Limitation, then, in the case of either clause (a) or clause (b), the Corporation may (i) refuse to permit the Transfer of Company Securities of the Corporation to such Person, (ii) suspend, reduce or eliminate those rights of voting, stock or equity ownership the exercise of which causes or could cause such FCC Regulatory Limitation, (iii) redeem Company Securities of the Corporation held by such Person, (iv) require the exchange of any and all Company Securities of the Corporation held by such Person for warrants with a nominal exercise price that are exercisable for the same number and class of Company Securities of the Corporation exchanged, the form and substance of which warrants shall be determined by the Corporation in its sole discretion, (v) sell the Company Securities of the Corporation held by such Person to an FCC-qualified holder or (vi) Transfer the Company Securities of the Corporation held by such Person to an FCC-Approved Trust, in each case, in accordance with the terms and conditions set forth in Section 5.4 , and/or (vii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any such Person, with a view towards obtaining such information or preventing or curing any situation which causes or could cause an FCC Regulatory Limitation; provided , that this Section 5.3 shall not apply to any Principal Investor or any Company Securities of the Corporation they hold without the consent of the Majority Principal Investors (or, following the occurrence of both a Sponsor Exit Sell-Down and receipt of TOC Approval, the consent of the Board), and, in the event such consent is granted, clauses (iv), (v), (vi) and
 
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(vii) shall apply to each Principal Investor on a pro rata basis; and provided further , that this Section 5.3 shall not apply to any Televisa Investors or any Company Securities of the Corporation held by them from time to time. Any refusal of Transfer or suspension, reduction or elimination of rights pursuant to clauses (i) and (ii) respectively, of the immediately preceding sentence shall remain in effect until the requested information has been received and the Corporation has determined in its sole discretion that such Transfer, or the exercise of such suspended, reduced or eliminated rights, as the case may be, will not result in an FCC Regulatory Limitation.
5.4. The terms and conditions of any redemption effected pursuant to clause (iii) of Section 5.3 , any sale to a U.S. citizen effected pursuant to clause (v) of Section 5.3 and any Transfer to an FCC-Approved Trust effected pursuant to clause (vi) of Section 5.3 shall be as follows:
(i)  (1) the redemption price of any Company Securities of the Corporation to be redeemed pursuant to Section 5.3(iii) shall be equal to the Fair Market Value (as hereinafter defined) of such shares, and (2) the sale price of any Company Securities to be sold pursuant to Section 5.3(v) shall be equal to the Third Party Purchase Price (as hereinafter defined) of such shares;
(ii) the redemption price of any Company Securities of the Corporation to be redeemed pursuant to Section 5.3(iii) may be paid in cash, Redemption Securities (as hereinafter defined) or any combination thereof;
(iii) if less than all Company Securities of the Corporation are to be redeemed pursuant to Section 5.3(iii) , sold pursuant to Section 5.3(v) and/or Transferred pursuant to Section 5.3(vi) , as applicable, then the Company Securities of the Corporation to be so redeemed, sold or Transferred shall be selected in such manner as shall be determined by the Corporation’s Board, which may include selection first of the most recently purchased Company Securities of the Corporation, selection by lot or selection in any other manner determined in good faith by the Board; provided , however , that the Corporation’s Board shall only select for such redemption, sale and/or Transfer the Company Securities of the Corporation of any Restricted Public Stockholders and shall not select Company Securities of the Corporation then owned or controlled by a member of the PITV Investor Group;
(iv) at least 15 days’ written notice of the Redemption Date (as hereinafter defined), the Sale Date (as hereinafter defined) or the Transfer Date (as hereinafter defined), as applicable, shall be given to the record holders of Company Securities of the Corporation selected to be redeemed pursuant to Section 5.3(iii) , sold pursuant to Section 5.3(v) and/or Transferred pursuant to Section 5.3(vi) , as applicable (unless waived in writing by any such holder); provided in the case of redemption that the Redemption Date may be the date on which written notice shall be given to record holders if the cash, Redemption Securities or combination thereof necessary to effect such redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the Company Securities of the Corporation to be so redeemed;
 
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(v) from and after the Redemption Date, any and all rights of whatever nature in respect of the Company Securities of the Corporation selected for redemption pursuant to Section 5.3(iii) (including, without limitation, any rights to vote or participate in dividends declared on Company Securities of the Corporation of the same class or series as the Company Securities of the Corporation selected for redemption), shall cease and terminate, and the holders of such Company Securities selected for redemption pursuant to Section 5.3(iii) shall thenceforth be entitled only to receive the cash or Redemption Securities payable upon such redemption; and
(vi) such other terms and conditions as the Board shall determine in good faith.
For purposes of this Section 5.4 :
(a) “ Company Securities ” shall mean both (i) as to any Person that is a corporation, the authorized shares of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting capital stock, and, as to any Person that is not a corporation or an individual, the ownership, membership, partnership, limited liability company or other interests, as the case may be, in such Person, including, without limitation, the right to share in profits and losses, the right to receive distributions of cash and property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise control over such Person; and (ii) securities and obligations that, directly or indirectly, whether or not upon the satisfaction of one or more conditions, are convertible into or exercisable or exchangeable for “Company Securities” as described in clause (i) of this definition.
(b) “ Fair Market Value ” shall mean, with respect to any Company Securities of the Corporation, the volume weighted average sales price for such Company Securities on the New York Stock Exchange or, if such Company Securities are not listed on such exchange, on the principal registered securities exchange on which such Company Securities are listed, during the 30 most recent days on which such Company Securities shall have been traded preceding the day on which notice of redemption shall be given pursuant to this Section 5.4 ; provided , however , that if such Company Securities are not traded on any securities exchange, “Fair Market Value” shall be determined by the Board in good faith; and provided , further , that “Fair Market Value” as to any Person who purchased his, her or its Company Securities within 120 days of a Redemption Date need not (unless otherwise determined by the Board in good faith) exceed the purchase price paid by such Person.
 
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(c) “ Redemption Date ” shall mean the date fixed by the Board for the redemption of any Company Securities of the Corporation pursuant to this Section 5.4 .
(d) “ Redemption Securities ” shall mean any debt or equity securities of the Corporation, any subsidiary of the Corporation or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to this Section 5.4 , at least equal to the Fair Market Value of such Company Securities to be redeemed pursuant to this Section 5.4 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).
(e) “ Restricted Public Stockholders ” shall mean each stockholder of the Corporation (other than the Televisa Investors and the Principal Investors and their Permitted Transferees and a Purchaser of Control) (i) that has acquired Company Securities of the Corporation in or following the Initial Public Offering, and (ii) whose ownership or proposed ownership thereof, or whose exercise of any rights of ownership with respect thereto, results or could result in an FCC Regulatory Limitation.
(f) “ Sale Date ” shall mean the date on which the Board anticipates the sale of any Company Securities of the Corporation pursuant to this Section 5.4 to occur.
(g) “ Third Party Purchase Price ” shall mean the cash purchase price at which Company Securities of the Corporation are sold on behalf of the owner of such Company Securities to the highest cash bidder in a sale process conducted by a nationally recognized investment banking firm.
(h) “ Transfer Date ” shall mean the date on which the Board anticipates the Transfer to an FCC-Approved Trust of any Company Securities of the Corporation pursuant to this Section 5.4 to occur.
6. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The election of directors need not be by ballot unless the Bylaws shall so require.
7. Subject to the Transaction Agreements, in furtherance and not in limitation of the power conferred upon the Board by law, the Board shall have power to make, adopt, alter, amend and repeal from time to time Bylaws, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal Bylaws made by the Board.
8. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the DGCL as in effect from time to time. No amendment or repeal of this Section 8 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
 
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9. To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the Affiliates of the foregoing, other than those officers, directors, stockholders or Affiliates who are employees of the Corporation or its direct or indirect subsidiaries. No amendment or repeal of this Section 9 shall apply (a) to or have any effect on the liability or alleged liability of any such officer, director, stockholder or Affiliate for or with respect to any business opportunities of which such officer, director, stockholder or Affiliate becomes aware prior to such amendment or repeal or (b) be adverse to any Televisa Investor or its Affiliates or director designee(s) without Televisa’s prior written consent.
10. The Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, against expenses (including, without limitation, attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided , however , that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification and advancement of expenses shall not be exclusive of other indemnification rights arising as a matter of law, under any Bylaw, agreement, vote of directors or stockholders or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this Section 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Section 10 shall not adversely affect any right or protection of a director or officer of the Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.
The Corporation shall have the power to purchase and maintain, at its expense, insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL or the terms of this Certificate of Incorporation.
 
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11. The books of the Corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the Board or in the Bylaws.
12. If at any time the Corporation shall have a class of stock registered pursuant to the provisions of the Exchange Act, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board, by the Chairman of the Board, by the Chief Executive Officer of the Corporation, by, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, by any Principal Investor, by, prior to a Televisa Eighty Percent Sell-Down, Televisa or by the Secretary of the Corporation at the direction of one or more of the foregoing and shall be held at such date and time, within or without the State of Delaware (but within the United States), as may be specified by such order.
13. The Corporation shall not be governed by Section 203 of the DGCL.
14. Subject to Section 4.3 and the Transaction Agreements, the Corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation in the manner now or hereafter prescribed by statute, and, except as specified in this Certificate of Incorporation, all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.
15. Forum . Unless the Corporation consents in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate (including as it may be amended from time to time), or the Bylaws, (D) any action to interpret, apply, enforce or determine the validity of the Corporation’s Certificate of Incorporation or the Bylaws, (E) any action asserting a claim governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 15 .
16. The provisions of this Certificate of Incorporation do not derogate any of the rights and obligations of any parties contained in any other Transaction Agreement.
[Remainder of Page Intentionally Left Blank]
 
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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this                  day of                  .

UNIVISION HOLDINGS, INC.	
		
By:	 	 	
	 	Name:	
	 	Title:	
SIGNATURE PAGE TO UNIVISION HOLDINGS, INC AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Exhibit 3.2
A MENDED AND RESTATED
B Y -L AWS
OF
U NIVISION H OLDINGS , I NC .
( A D ELAWARE CORPORATION (the “Corporation”))
Effective [    ], 2015
ARTICLE I
Stockholders
SECTION 1. Annual Meetings . The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.
SECTION 2. Special Meetings . Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors, by the Chairman of the Board, by the Chief Executive Officer of the Corporation, by, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, by any Principal Investor, by, prior to a Televisa Eighty Percent Sell-Down, Televisa or by the Secretary of the Corporation at the direction of one or more of the foregoing, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order, or by the Secretary of the Corporation solely at the direction of one or more of the foregoing.
SECTION 3. Notice of Meetings . Written notice of all meetings of the stockholders shall state the place (if the meeting is not to be held exclusively telephonically or electronically at which all persons participating in the meeting can hear each other), date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined. Such notice shall be given by mailing, by overnight or same day courier, or, if consented to by the stockholder, by facsimile or by e-mailing the same, or by delivering the same personally to each stockholder not less than ten (10) nor more than sixty (60) days prior to the meeting. Notice of any special meeting shall state, in general terms, the purpose or purposes for which the meeting is to be held.
SECTION 4. Stockholder Lists . The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting during ordinary business hours at the principal place of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.
SECTION 5. Quorum . Except as otherwise provided by Law or the Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, which majority shall include, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, the Majority PITV Investors entitled to vote at the meeting, present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.
SECTION 6. Organization . Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence or inability to act, the Chief Executive Officer, if any, or if none or in the Chief Executive Officer’s absence or inability to act, a Vice-President, if any, or if no Vice-President is present and able to act, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary of the Corporation nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.
SECTION 7. Voting; Proxies; Required Vote .
(a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors shall elect. Except as otherwise required by Law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.
 
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(b) Prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by Law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation; provided , however , that prior to a Televisa Sell-Down, any action of the stockholders taken without a meeting shall also require either Televisa’s written consent or prior written notice provided to Televisa by the earlier of (i) at least two (2) Business Days prior to the taking of such action and (ii) two (2) Business Days after the consent has been signed by the requisite holders of capital stock. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any action by the stockholders must be taken at an annual or special meeting of stockholders and may not be taken by written consent.
(c) Where a separate vote by a class or classes is required, the presence in person or represented by proxy of the majority of shares of such class or classes shall constitute a quorum entitled to vote on that matter, and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class, unless otherwise provided in the Certificate of Incorporation.
SECTION 8. Inspectors . The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.
 
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ARTICLE II
Board of Directors
SECTION 1. General Powers . The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.
SECTION 2. Qualification; Number; Term; Remuneration .
(a) Each director shall be at least eighteen (18) years of age. A director need not be a stockholder or a resident of the State of Delaware. Prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, unless a Televisa Eighty Percent Sell-Down has occurred, all directors (other than Class T-1 Directors) shall be U.S. citizens, unless otherwise agreed by the Majority PITV Investors; provide d that the holders of Class T-1 Common Stock shall have the right to designate the maximum number of non-U.S. citizens allowable under Federal Communications Laws as its representatives on the Board of Directors (up to the maximum number of directors to which the holders of Class T-1 Common Stock is entitled to designate pursuant to Sections 4.5.2(c) and 4.5.3(c) as applicable, of the Certificate of Incorporation) before other stockholders may designate any non-U.S. citizens as its representatives on the Board of Directors pursuant to the Certificate of Incorporation. Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, but prior to a Televisa Eighty Percent Sell-Down, all directors (other than Class T-1 Directors) shall be U.S. citizens, unless otherwise agreed by Televisa; provided that the holders of Class T-1 Common Stock shall have the right to designate the maximum number of non-U.S. citizens allowable under the Federal Communications Laws as its representatives on the Board of Directors (up to the maximum number of directors to which the holders of Class T-1 Common Stock is entitled to designate pursuant to Section 4.5.4(b) of the Certificate of Incorporation before any other stockholder may designate any non-U.S. citizens as its representatives pursuant to the Certificate of Incorporation. The number of authorized directors constituting the Board of Directors shall be twenty-two (22), or such other number as may be fixed from time to time by action of the stockholders or Board of Directors or as required by the Principal Investor Agreement; provided , that following the Sponsor Exit Sell-Down, the Board of Directors shall be eleven (11), or such other number as may be fixed from time to time by action of the stockholders or Board of Directors. The Chief Executive Officer may be a director but may not be the Chairman.
(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. No person may be nominated as an Independent Director, Sponsors Sell-Down Independent Director or Post-Sponsor Exit Independent Director unless first recommended by the Nominating Committee.
(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each
 
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meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor unless such payment precludes a director from serving, or causes a director who is then independent under the applicable laws and rules to be no longer independent, under applicable laws or stock exchange regulations. Members of special or standing committees may be allowed like compensation for attending committee meetings.
SECTION 3. Quorum and Manner of Voting . Except as otherwise provided by Law, a majority of directors then serving on the Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. At each meeting of the Board of Directors at which a quorum is present, each director shall be entitled to one vote on each matter to be voted on at such meeting. Except as may be otherwise provided by Law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. All directors may attend meetings of the Board of Directors telephonically if they desire.
SECTION 4. Places of Meetings . Meetings of the Board of Directors may be held at any place within or without the State of Delaware (including by telephone or electronic means by which all persons participating in the meeting can hear each other), as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.
SECTION 5. Annual Meeting . Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.
SECTION 6. Regular Meetings . Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine; provided , that the Board of Directors shall hold no less than one (1) meeting per fiscal quarter (counting the annual meeting of the Board of Directors as a regular meeting for purposes of this provision).
SECTION 7. Special Meetings . Subject to Section 8 of this Article II, special meetings of the Board of Directors shall be held whenever called by the Chairman, by the Chief Executive Officer, by the Board of Directors, by, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, any Principal Investor, by, prior to a Televisa Eighty Percent Sell-Down, Televisa, or by the Secretary of the Corporation at the direction of one or more of the foregoing.
SECTION 8. Notice of Special Meetings . A notice of the place (if the meeting is not to be held exclusively telephonically or electronically at which all persons participating in the meeting can hear each other), date and time and the purpose or purposes of each special meeting of the Board of Directors shall be given to each director by mailing, by overnight or same day courier or facsimile, or by telephoning or e-mailing
 
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the same or by delivering the same personally, in each case not later than 48 hours before the proposed start time of such special meeting (“Special Board Meeting Notice”). Prior to a Televisa Eighty Percent Sell-Down, if, within 48 hours from receipt of the applicable Special Board Meeting Notice one or more of the Class T-1 Directors notifies the Chairman, the Chief Executive Officer or the Secretary of the Corporation that he or she cannot attend the meeting and requests that such special meeting be postponed, such special meeting will be postponed to a subsequent date (which, unless otherwise agreed by Televisa, shall be at least 48 hours after the originally proposed start time for such special meeting). Such postponed special meeting of the Board of Directors shall be held on a subsequent date provided in a notice given in accordance with the first sentence of this Section 8, whether or not any of the Class T-1 Directors can attend the special meeting on such date. For the avoidance of doubt, in no event shall the Class T-1 Directors have the right to postpone any proposed special meeting of the Board more than once as a result of any of the Class T-1 Directors’ inability to attend such special meeting.
SECTION 9. Organization . At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act, the Chief Executive Officer, if any, or if none or in the Chief Executive Officer’s absence or inability to act, any Vice-President who is a member of the Board of Directors, or if no Vice-President is present and able to act a chairman (who must be a director) chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.
SECTION 10. Resignation; Removal . Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chairman, Chief Executive Officer or Secretary of the Corporation, unless otherwise specified in the resignation. In addition, any Director may be removed as provided in, and in accordance with, Sections 4.5.2 – 4.5.4 of the Certificate of Incorporation.
SECTION 11. Vacancies . If at any time any director ceases to serve on the Board of Directors or any committee, whether caused by resignation, death, disqualification, removal or otherwise, the vacancy shall be filled as provided in the Principal Investor Agreement.
SECTION 12. Action by Written Consent . Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.
 
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ARTICLE III
Committees
SECTION 1. Appointment . From time to time the Board of Directors may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.
SECTION 2. Procedures, Quorum and Manner of Voting . Each committee shall fix its own rules of procedure, and shall meet at such times and places as such committee shall from time to time by resolution determine; provided , that each committee shall hold no less than one (1) meeting per fiscal quarter. Except as otherwise provided by Law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee. At each meeting of a committee at which a quorum is present, each member of such committee shall be entitled to one vote on each matter to be voted on at such meeting. Except as may be otherwise provided by Law, in every case where a quorum is present at any meeting, the vote of a majority of the members of such committee present shall be the act of such committee. All committee members may attend meetings of a committee telephonically if they desire. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors. Notice need not be given of regular meetings of the committees held at times and places fixed by resolution of such committee.
SECTION 3. Notice of Special Meetings . Each Principal Investor prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, Televisa prior to a Televisa Eighty Percent Sell-Down, the Chairman of any committee of the Board of Directors and the Secretary of the Corporation at the direction of one of the foregoing shall have the right to call a special meeting of such committee of the Board of Directors. A notice of the place (if the meeting is not to be held exclusively telephonically or electronically at which all persons participating in the meeting can hear each other), date and time and the purpose or purposes of each special meeting of such committee shall be given to each member of such committee by mailing, by overnight or same day courier or by facsimile, or by telephoning or e-mailing of the same, or by delivering the same personally, in each case not later than 48 hours before the proposed start time of such special meeting (“ Special Committee Meeting Notice ”). Within 48 hours from receipt of the applicable Special Committee Meeting Notice, one or more members of the committee who are Class T-1 Directors may notify the chairman of such committee that such committee member cannot attend such scheduled special meeting and request that such scheduled special meeting be postponed, and in such event such special meeting will be postponed to a subsequent date (which, unless otherwise agreed by the Televisa Investors, shall be at least 48 hours after the originally proposed start time for such special meeting). Such postponed special meeting of such committee shall be held on a subsequent date provided in a notice given in accordance with the first sentence of this Section 3, whether or not any of the Class T-1 Directors can attend the special meeting on such date. For the avoidance of doubt, in no event shall the Class T-1 Directors have the right to postpone any proposed special meeting of any such committee more than once as a result of any of the Class T-1 Directors’ inability to attend such special meeting.
 
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SECTION 4. Action by Written Consent . Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.
SECTION 5. Term; Termination . In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.
ARTICLE IV
Officers
SECTION 1. Election and Qualifications . The Board of Directors shall elect the officers of the Corporation (in accordance, where applicable, with the provisions of the Principal Investor Agreement), which shall include a Chief Executive Officer and a Secretary of the Corporation, and may include, by election or appointment, a President, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Chief Financial Officer, a Treasurer and such assistant secretaries and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the Chief Executive Officer. Any two or more offices may be held by the same person.
SECTION 2. Term of Office and Remuneration . The term of office of all officers shall commence upon election by the Board of Directors and continue until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.
SECTION 3. Resignation; Removal . Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief Executive Officer, the Secretary of the Corporation or any Vice President of the Corporation or, in the case of a resignation of the Chief Executive Officer, by the Chairman, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by the Board of Directors.
SECTION 4. Chief Executive Officer . The Chief Executive Officer shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The Chief Executive Officer shall have general management and
 
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supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove other agents and employees, other than officers referred to in Section 1 of this Article IV; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments. The Chief Executive Officer may be a director, but may not be the Chairman.
SECTION 5. President . A President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 6. Vice-President . A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 7. Chief Financial Officer . The Chief Financial Officer shall in general have all duties incident to the position of Chief Financial Officer and such other duties as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 8. Secretary . The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 9. Treasurer . The Treasurer shall in general have all the duties incident to the office of Treasurer and such other duties as may be assigned by the Board of Directors or the Chief Executive Officer.
ARTICLE V
Books and Records
SECTION 1. Location . The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary of the Corporation as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors.
SECTION 2. Addresses of Stockholders . Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.
SECTION 3. Fixing Date for Determination of Stockholders of Record .
 
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(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by electronic means, including facsimile. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
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ARTICLE VI
Certificates Representing Stock
SECTION 1. Certificates; Signatures . The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer, Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.
SECTION 2. Transfers of Stock . Upon compliance with provisions restricting the Transfer or registration of Transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.
SECTION 3. Fractional Shares . The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.
To the fullest extent permitted by Law, the Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, Transfer and registration of certificates representing shares of the Corporation.
SECTION 4. Lost, Stolen or Destroyed Certificates . The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of
 
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any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.
ARTICLE VII
Dividends
Subject always to the provisions of Law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the distribution of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to distribute or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for authorizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created; subject in any case to any agreements by which the Corporation is bound that restrict the declaration and/or payment of dividends.
ARTICLE VIII
Ratification
To the fullest extent permitted by Law, any act or transaction which was not properly authorized due to lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, or for any other reason, may be ratified at any time, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.
ARTICLE IX
Corporate Seal
The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used
 
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by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.
ARTICLE XI
Waiver of Notice
Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by Law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE XII
Bank Accounts, Drafts, Contracts, Etc.
SECTION 1. Bank Accounts and Drafts . In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the primary financial officer.
SECTION 2. Contracts . The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.
SECTION 3. Execution in Counterpart and by Electronic Means . Subject to the Delaware General Corporation Law or other applicable Law, signatures on any notice, resolution, requisition, statement or other document required or permitted to be executed for the purposes of the Delaware General Corporation Law or other applicable Law may be obtained by means of facsimile or other electronic means (including, without limitation, by portable document format transmitted via electronic mail) or by execution of
 
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several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for the purposes of the Delaware General Corporation Law or other applicable Law
SECTION 4. Proxies; Powers of Attorney; Other Instruments . The Chief Executive Officer or any other person designated by the Chief Executive Officer shall have the power and authority to execute and deliver proxies, powers of attorney, written consents and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation, in each case subject to the authority and required approvals of the Board of Directors under the Certificate of Incorporation, these By-laws and the other Transaction Agreements. The Chief Executive Officer or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.
SECTION 5. Financial Reports . The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of Law.
ARTICLE XIII
Definitions
For purposes of these By-laws:
“ Acquisition Holdco ” shall have the meaning set forth in the Stockholders Agreement.
“ Affiliate ” shall mean, with respect to any specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person; provided , however , that neither the Corporation nor any of its subsidiaries shall be deemed an Affiliate of any of the holders of shares of Common Stock (and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) if such specified Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof, and (b) if such specified Person is a natural Person, any Family Member of such natural Person.
 
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“ Affiliated Fund ” shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.
“ BMPH ” shall mean Broadcast Media Partners Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Corporation.
“ BMPS1 ” shall mean BMPI Services, LLC.
“ BMPS2 ” shall mean BMPI Services II, LLC.
“ BMPS3 ” shall mean BMPI Services III, LLC.
“ BMPS4 ” shall mean BMPI Services IV, LLC.
“ BMPS1 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS1, dated as of January 29, 2008, as amended from time to time.
“ BMPS2 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS2, dated as of December 20, 2010, as amended from time to time.
“ BMPS3 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS3, dated as of October 1, 2013, as amended from time to time.
“ BMPS4 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS4, dated as of November 22, 2013, as amended from time to time.
“ Board of Directors ” shall mean the board of directors of the Corporation.
“ Business Day ” shall have the meaning set forth in the Stockholders Agreement.
“ Calculation Date ” shall mean the date of the Televisa Closing (i.e., December 20, 2010).
“ Certificate of Incorporation ” shall mean the Amended and Restated Certificate of Incorporation of the Corporation filed with the Delaware Secretary of State on [     ], 2015, as amended from time to time.
“ Class A Common Stock ” shall mean the voting Class A Common Stock, par value $.001 per share, of the Corporation and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class A Common Stock, or as such shares of Class A Common Stock may be reclassified.
 
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“ Class S-1 Common Stock ” shall mean the voting Class S-1 Common Stock, par value $.001 per share, of the Corporation and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-1 Common Stock, or as such shares of Class S-1 Common Stock may be reclassified.
“ Class S-2 Common Stock ” shall mean the non voting Class S-2 Common Stock, par value $.001 per share, of the Corporation and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-2 Common Stock, or as such shares of Class S-2 Common Stock may be reclassified.
“ Class S Common Stock ” shall mean Class S-1 Common Stock and Class S-2 Common Stock collectively.
“ Class T-1 Common Stock ” shall mean the voting Class T-1 Common Stock, par value $.001 per share, of the Corporation and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-1 Common Stock, or as such shares of Class T-1 Common Stock may be reclassified.
“ Class T-2 Common Stock ” shall mean the nonvoting Class T-2 Common Stock, par value $.001 per share, of the Corporation and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-2 Common Stock, or as such shares of Class T-2 Common Stock may be reclassified.
 
“ Class T-3 Common Stock ” shall mean the super voting Class T-3 Common Stock, par value $.001 per share, of the Corporation and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-3 Common Stock, or as such shares of Class T-3 Common Stock may be reclassified.
“ Class T Common Stock ” shall mean Class T-1 Common Stock, Class T-2 Common Stock and Class T-3 Common Stock collectively.
“ Class T Directors ” shall have the meaning set forth in the Certificate of Incorporation.
 
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“ Class T-1 Directors ” shall mean the Class T Directors, Sponsor Sell-Down Class T Directors and Post-Sponsor Exit Class T Directors.
“ Co-Investment Vehicle ” shall mean any one of (a) the MDP Co-Investment Vehicles, collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles, collectively, and (d) the TPG Co-Investment Vehicles, collectively.
“ Common Stock ” shall mean the common stock of the Corporation, including the Class A Common Stock, the Class S Common Stock, and the Class T Common Stock. For the avoidance of doubt, as used in these By-laws, outstanding Common Stock does not include Convertible Securities or shares issuable or exercisable in connection thereof.
“ Convertible Securities ” shall mean any evidence of indebtedness, shares of stock, options, warrants (including the TV Warrants) or other securities which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock, including any options and warrants.
“ Corporation ” shall mean Broadcasting Media Partners, Inc., a Delaware corporation.
“ Exchange Act ” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Family Member ” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (c) above.
“ FCC ” shall mean the United States Federal Communications Commission or any successor entity.
“ Federal Communications Laws ” shall mean the Communications Act of 1934, as amended, and any successor statute thereto, and the rules, regulations and policies promulgated by the FCC thereunder.
“ Glade Brook ” shall mean Glade Brook Private Investors II L.P., a Delaware limited partnership.
“ Glade Brook Side Letter ” shall mean the letter agreement dated as of January 30, 2014 by and among Glade Brook and the PITV Investors, as amended from time to time.
“ Governmental Authority ” shall mean any United States (federal, state or local) or foreign government, or governmental, regulatory, judicial or administrative authority, agency, commission or court (including the FCC and applicable stock exchange(s)).
 
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“ Group ” shall mean “group” (within the meaning of Section 13(d)(3) of the Exchange Act); provided that a “group” must be formed knowingly in order to constitute a Group, and the existence of any Group may not be established by mere parallel action.
“ Investment Agreement ” shall mean the Investment Agreement among the Corporation, Univision Communications Inc., Televisa, Pay-TV Venture, Inc., and BMPI Services II, LLC dated as of December 20, 2010, as amended from time to time.
“ Law ” shall mean any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree, order or any other judicially enforceable legal requirement (including common law) of any Governmental Authority.
“ Majority in Interest ” shall mean, with respect to shares of Common Stock of one or more class(es), a majority in number of such Shares of all such class or classes taken in the aggregate.
“ Majority MDP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the MDP Investors.
“ Majority PEP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the PEP Investors.
“ Majority PITV Investors ” shall mean, as of any applicable time, (a) PITV Investor Groups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding Common Stock then held by all PITV Investor Groups ( provided , in the case of the Televisa Investors, including only shares of Common Stock held directly by the Televisa Investors that do not exceed ten (10) percent of the aggregate shares of Common Stock then outstanding and (b) a majority of the PITV Investor Groups; provided , that if the aggregate number of PITV Investor Groups is two and both of the PITV Investor Groups have not reached agreement or consented with respect to a matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a) of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; and provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 of the Stockholders Agreement.
“ Majority Principal Investors ” shall mean, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding
 
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Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided , that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a) of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement; and provided , further , that at such time as there are no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holding at least 60% majority of the outstanding Common Stock then held by Investors party to the Stockholders Agreement.
“ Majority SCG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the SCG Investors.
“ Majority Televisa Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Televisa Investors.
“ Majority THL Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the THL Investors.
“ Majority TPG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.
“ MDP ” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate (Umbrella), L.P., MDCPIV Intermediate (Umbrella), L.P., and their respective Permitted Transferees, in each case only if such Person holds any Shares.
“ MDP Co-Investment Vehicles ” shall mean, as of any date, MDCP Foreign Co-Investors (Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of MDP, (ii) such entity has been formed for the main purpose of investing in the Corporation or any
 
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Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate (Umbrella), L.P., MDCPV Intermediate (Umbrella), L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of these By-laws.
“ MDP Investors ” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
“ Nominating Committee ” shall have the meaning set forth in the Principal Investor Agreement.
“ Participation, Registration Rights and Coordination Agreement ” shall mean the Second Amended and Restated Participation, Registration Rights and Coordination Agreement of the Corporation, dated as of [                 ], 2015, as amended from time to time.
“ PEP ” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P., Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each case only if such Person holds any Shares.
“ PEP Co-Investment Vehicles ” shall mean, as of any date, Providence Co-Investors (Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of PEP, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of these By-laws.
“ PEP Investors ” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
“ Permitted Transferee ” shall mean, in respect of (a) any PITV Investor, (i) any Affiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) any successor entity, (b) any SCG Investor, (i) any Person which is controlled by or for the benefit of Haim Saban or Cheryl Saban (or in the event of their divorce, their subsequent respective spouses) (collectively “ Saban ”) or their Family Members (other than a portfolio company of any SCG Investor), (ii) then-current or former officers and/or employees of Saban or entities controlled by Saban who were issued such interests as a result of or in connection with their employment by Saban, or such officers’ and/or employees’ Family Members to the extent they receive such Transferred interests initially
 
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issued to such officer or employee as a result of or in connection with his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship or other entity created for estate or tax planning purposes all of the beneficiaries of which are any of the persons listed in subclause (i) to (iii) of this clause (b) , and (c) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable Laws of descent and distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order; (d) any Televisa Investor, following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any other Televisa Investor, in each case described in clauses (a) through (d) , only if such transferee agrees to be bound by the terms of the Transaction Agreements in accordance with their respective terms to the same extent its transferor is bound thereby (it being understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 of the Stockholders Agreement shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group. No Restricted Person shall be a “Permitted Transferee.”
“ Person ” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
“ PITV Investor Group ” shall mean (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided , however , that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where these By-laws provide for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ PITV Investors ” shall mean the Televisa Investors and the Principal Investors, collectively; provided that a Principal Investor and/or a Televisa Investor shall cease to be a PITV Investor if it ceases to be a member of a PITV Investor Group; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
“ Post-Sponsor Exit Class T Directors ” shall have the meaning set forth in the Certificate of Incorporation.
“ Preferential Rights ” shall have the meaning set forth in the Stockholders Agreement.
 
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“ Principal Investor ” shall mean any member of a Principal Investor Group that holds Shares.
“ Principal Investor Agreement ” shall mean the Second Amended and Restated Principal Investor Agreement of the Corporation, dated as of [    ], 2015, as amended from time to time.
“ Principal Investor Group ” shall mean any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided , however , that any such Principal Investor Group shall cease to be a Principal Investor Group at such time it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by the Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8 of the Stockholders Agreement. Where these By-laws provide for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ Public Offering ” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.
“ Purchaser of Control ” shall have the meaning set forth in the Stockholders Agreement.
“ Reclassification ” shall have the meaning set forth in the Certificate of Incorporation.
“ Restricted Person ” shall have the meaning set forth in the Stockholders Agreement.
“ Saban Arrangements ” shall have the meaning set forth in the Stockholders Agreement.
“ SCG Investors ” shall mean, as of any date, SCG Investments II, LLC and its Permitted Transferees, in each case only if such Person holds any Shares.
“ Securities Act ” shall mean the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time.
 
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“ Service Agreements ” shall have the meaning set forth in the Stockholders Agreement.
“ Shares ” shall have the meaning set forth in the Stockholders Agreement.
“ Special Board Meeting Notice ” shall have the meaning set forth in Section 8 of Article II .
“ Special Committee Meeting Notice ” shall have the meaning set forth in Section 3 of Article III .
“ Sponsor Exit Sell-Down ” shall have the meaning set forth in the Certificate of Incorporation.
“ Sponsor Sell-Down Class T Directors ” shall have the meaning set forth in the Certificate of Incorporation.
“ Stockholders Agreement ” shall mean the Second Amended and Restated Stockholders Agreement of the Corporation, dated as of [    ], 2015, as amended from time to time.
“ subsidiary ” of any Person, shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
“ Televisa ” shall mean, as of any date, Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico, and its Permitted Transferees who hold any Shares.
“ Televisa Closing ” shall have the meaning set forth in the Stockholders Agreement.
“ Televisa Investors ” shall mean, as of any date, collectively, (i) Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii)  above, provided that such Permitted Transferee is, as of such date, a member of, a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); in each case under clauses (i) , (ii) and (iii) , only if and to the extent such Person is then a Stockholder and holds any Shares; provided , further , that BMPS2 and BMPS4 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 and BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and BMPS4, including regardless of any Transfer of Shares by BMPS2 and BMPS4 under the Saban Arrangements.
 
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“ Televisa Eighty Percent Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ THL ” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund VI Investors (Univision), L.P., and their respective Permitted Transferees, in each case only if such Person holds any shares of Common Stock.
“ THL Co-Investment Vehicles ” shall mean, as of any date, THL Equity Fund VI Intermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (Univision US), L.P., THL Equity Fund VI Investors (GS), LLC, and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of THL, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns shares of Common Stock. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of these By-Laws.
“ THL Investors ” shall mean, as of any date, THL, the THL Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
“ TOC Approval ” shall have the meaning set forth in the Certificate of Incorporation.
“ TPG ” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective Permitted Transferees, in each case only if such Person holds any Shares.
“ TPG Co-Investment Vehicles ” shall mean, as of any date, TPG Umbrella Co-Investment, L.P., TPG Umbrella International Co-Investment, L.P., and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of TPG, (ii) such entity has been formed for the main purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV, L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of these By-Laws.
“ TPG Investors ” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person holds any Shares.
 
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“ Televisa Side Letter ” shall mean that certain letter agreement dated as of [ ], 2015 between the Corporation and Televisa, as amended from time to time.
“ Transaction Agreements ” shall mean the Investment Agreement, the Principal Investor Agreement, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the Glade Brook Side Letter, the Televisa Side Letter, the TV Warrants, the Service Agreements, the Certificate of Incorporation, these By-laws and the organizational documents of BMPH and Univision Communications, Inc., a Delaware Corporation.
“ Transfer ” shall mean any sale, pledge (provided that the term “Transfer” shall not be deemed to include a pledge of any Shares pursuant to a bona fide financing with a financial institution, commercial lender or other bona fide provider of debt financing, but shall be deemed to include a foreclosure on, or subsequent Transfer of, any such pledged Shares), assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 3 of the Stockholders Agreement (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee, (b) with respect to an Acquisition Holdco, or a holder of Shares which was formed for the purpose of holding Shares, there is a transfer of the equity interests of such Acquisition Holdco or holder other than to a Permitted Transferee of such Acquisition Holdco or holder or of the party transferring the equity of such holder or (c) with respect to an Affiliate of Televisa of which the Shares held by such Affiliate constitute a majority of the value of such Affiliate, there is a direct Transfer of the equity interests of such Affiliate other than to a Permitted Transferee of such Affiliate or of the party transferring the equity of such Affiliate or to the shareholders of any publicly traded parent entity of such Affiliate. For the avoidance of doubt, a conversion of Class A Common Stock, Class S Common Stock and/or Class T Common Stock into Common Stock of any such other classes pursuant to the Certificate of Incorporation shall not be deemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall be treated as a Transfer of a proportional number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4, as applicable (based on the total number of Units outstanding and the total number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4, as the case may be), in each case, as of immediately prior to such Transfer. No securities transferred to or held by BMPS1, BMPS2, BMPS3 or BMPS4 will be deemed to have been Transferred until they are sold by BMPS1, BMPS2, BMPS3 or BMPS4, as applicable. Notwithstanding the foregoing, with respect to securities acquired by BMPS2 and BMPS4 from any Televisa Investor, such securities will continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2 and BMPS4 under the Saban Arrangements.
“ TV Warrants ” shall mean the Corporation warrants exercisable for shares of Class T Common Stock, as applicable, issuable under certain circumstances pursuant to the Transaction Agreements.
 
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“ Units ” shall have the meaning set forth in the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement and the BMPS4 LLC Agreement, as applicable.
ARTICLE XIV
Amendments
Subject to the Certificate of Incorporation and the Principal Investor Agreement, the Board of Directors shall have power to adopt, amend or repeal the Corporation’s By-laws. Subject to the Certificate of Incorporation and the Principal Investor Agreement, By-laws adopted by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders.
ARTICLE XV
Relationship to Transaction Agreements
The provisions of these By-laws are in all cases subject to the rights and obligations under the Transaction Agreements of the Corporation and the other parties thereto.
* * *
 
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Exhibit 4.1
EXECUTION COPY

FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT
dated as of
March 29, 2007
among
BROADCAST MEDIA PARTNERS HOLDINGS, INC.,
UMBRELLA ACQUISITION, INC.
(to be merged with and into UNIVISION COMMUNICATIONS INC.),
the Subsidiaries of UNIVISION COMMUNICATIONS INC.
from time to time party hereto
and
DEUTSCHE BANK AG NEW YORK BRANCH,
as First-Lien Collateral Agent

TABLE OF CONTENTS

 	 	 	  	Page	 	
			
ARTICLE I	 	Definitions	  	 	1	  	
			
SECTION 1.01.	 	Credit Agreement	  	 	1	  	
			
SECTION 1.02.	 	Other Defined Terms	  	 	2	  	
			
SECTION 1.03.	 	Intercreditor Agreement	  	 	9	  	
			
ARTICLE II	 	Guarantee	  	 	9	  	
			
SECTION 2.01.	 	Guarantee	  	 	9	  	
			
SECTION 2.02.	 	Guarantee of Payment	  	 	10	  	
			
SECTION 2.03.	 	No Limitations, Etc.	  	 	10	  	
			
SECTION 2.04.	 	Reinstatement	  	 	11	  	
			
SECTION 2.05.	 	Agreement To Pay; Subrogation	  	 	11	  	
			
SECTION 2.06.	 	Information	  	 	11	  	
			
ARTICLE III	 	Security Interests in Personal Property	  	 	12	  	
			
SECTION 3.01.	 	Security Interest	  	 	12	  	
			
SECTION 3.02.	 	Representations and Warranties	  	 	14	  	
			
SECTION 3.03.	 	Covenants	  	 	16	  	
			
SECTION 3.04.	 	Other Actions	  	 	17	  	
			
SECTION 3.05.	 	Voting Rights; Dividends and Interest, Etc.	  	 	19	  	
			
SECTION 3.06.	 	Additional Covenants Regarding Patent, Trademark and Copyright Collateral	  	 	19	  	
			
ARTICLE IV	 	Remedies	  	 	21	  	
			
SECTION 4.01.	 	Pledged Collateral	  	 	21	  	
			
SECTION 4.02.	 	Uniform Commercial Code and Other Remedies	  	 	22	  	
			
SECTION 4.03.	 	Application of Proceeds	  	 	24	  	
			
SECTION 4.04.	 	Grant of License to Use Intellectual Property	  	 	24	  	
			
SECTION 4.05.	 	Securities Act, Etc.	  	 	25	  	
			
ARTICLE V	 	Indemnity, Subrogation and Subordination	  	 	26	  	
			
SECTION 5.01.	 	Indemnity and Subrogation	  	 	26	  	
			
SECTION 5.02.	 	Contribution and Subrogation	  	 	26	  	
			
SECTION 5.03.	 	Subordination	  	 	26	  	
			
ARTICLE VI	 	Equal and Ratable Provisions	  	 	27	  	
			
SECTION 6.01.	 	Equal and Ratable Security	  	 	27	  	
			
SECTION 6.02.	 	Termination	  	 	27	  	
 
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TABLE OF CONTENTS
(continued)

 	 	 	  	Page	 	
			
ARTICLE VII	 	Miscellaneous	  	 	27	  	
			
SECTION 7.01.	 	Notices	  	 	27	  	
			
SECTION 7.02.	 	Survival of Agreement	  	 	27	  	
			
SECTION 7.03.	 	Binding Effect; Several Agreement	  	 	27	  	
			
SECTION 7.04.	 	Successors and Assigns	  	 	28	  	
			
SECTION 7.05.	 	First-Lien Collateral Agent’s Fees and Expenses; Indemnification	  	 	28	  	
			
SECTION 7.06.	 	First-Lien Collateral Agent Appointed Attorney-in-Fact	  	 	29	  	
			
SECTION 7.07.	 	Applicable Law	  	 	30	  	
			
SECTION 7.08.	 	Waivers; Amendment	  	 	30	  	
			
SECTION 7.09.	 	WAIVER OF JURY TRIAL	  	 	32	  	
			
SECTION 7.10.	 	Severability	  	 	32	  	
			
SECTION 7.11.	 	Counterparts	  	 	32	  	
			
SECTION 7.12.	 	Headings	  	 	32	  	
			
SECTION 7.13.	 	Jurisdiction; Consent to Service of Process	  	 	33	  	
			
SECTION 7.14.	 	Termination or Release	  	 	33	  	
			
SECTION 7.15.	 	FCC Compliance	  	 	35	  	
			
SECTION 7.16.	 	Additional Subsidiaries	  	 	36	  	
			
SECTION 7.17.	 	Security Interest and Obligations Absolute	  	 	36	  	
			
SECTION 7.18.	 	Limitation on First-Lien Collateral Agent’s Responsibilities with Respect to Existing Senior Notes Holders	  	 	36	  	
			
SECTION 7.19.	 	Effectiveness of Merger	  	 	36	  	
 
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Schedules	  		
		
Schedule I	  	Subsidiary Guarantors	
Schedule II	  	Equity Interests; Pledged Debt Securities	
Schedule III	  	Intellectual Property	
Schedule IV	  	Offices for UCC Filings	
Schedule V	  	UCC Information	
Schedule VI	  	Commercial Tort Claims and Chattel Paper	
 
Exhibits	  		
		
Exhibit A	  	Form of Supplement	

FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of March 29, 2007 (this “ Agreement ”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“ Merger Sub ”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “ Company ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower (as defined in the Credit Agreement referred to below), the “ Borrowers ” and each, a “ Borrower ”), the subsidiaries of the US Borrower from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”).
PRELIMINARY STATEMENT
Reference is made to the Credit Agreement dated as of March 29, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”) and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “ Administrative Agent ”), the First-Lien Collateral Agent and Deutsche Bank AG New York Branch, as second-lien collateral agent (in such capacity, the “ Second-Lien Collateral Agent ”).
The First-Lien Lenders and each Issuing Bank (such term and each other capitalized term used but not defined in this preliminary statement having the meaning given or ascribed to it in Article I ) have agreed to extend credit to the Borrowers, in each case pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The Hedge Creditors have agreed (or may in the future agree) to enter into Hedging Obligations with one or more Loan Parties. The obligations of the First-Lien Lenders and each Issuing Bank to extend credit to the Borrowers, and the agreement of the Hedge Creditors to enter into and maintain Hedging Obligations with one or more Loan Parties, are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Borrower and each Guarantor. Each Guarantor is an affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and from the entering into and/or maintaining of such Hedging Obligations and is willing to execute and deliver this Agreement in order to induce the First-Lien Lenders and the Issuing Banks to extend such credit or the Hedge Creditors to enter into and maintain such Hedging Obligations. Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement. All capitalized terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein. All references to the Uniform Commercial Code shall mean the New York UCC unless the context requires otherwise; the term “ Instrument ” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.
SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“ Account Debtor ” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.
“ Administrative Agent ” shall have the meaning assigned to such term in the preliminary statement.
“ After-Acquired Intellectual Property ” shall have the meaning assigned to such term in Section 3.06(e) .
“ Agreement ” shall have the meaning assigned to such term in the preamble.
“ Bankruptcy Default ” shall mean an Event of Default of the type described in Sections 7.01(g) and (h) of the Credit Agreement.
“ Borrowers ” shall have the meaning assigned to such term in the preamble.
“ Cash Collateral Account ” shall mean a non-interest bearing cash collateral account maintained with, and in the sole dominion and control of, the First-Lien Collateral Agent for the benefit of the Secured Parties (and, to the extent provided in Section 6.01, for the equal and ratable benefit of the Existing Senior Note Holders) into which shall be deposited cash collateral in respect of Letters of Credit.
“ Claiming Guarantor ” shall have the meaning assigned to such term in Section 5.02 .
“ Collateral ” shall have the meaning assigned to such term in Section 3.01 .
“ Company ” shall have the meaning assigned to such term in the preamble.
“ Contributing Guarantor ” shall have the meaning assigned to such term in Section 5.02 .
“ Copyright License ” shall mean any written agreement, now or hereafter in effect, granting any right to any third person under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.
 
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“ Copyrights ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any other country), including those listed on Schedule III and (c) all causes of action arising prior to or after the date hereof for infringement of any Copyright or unfair competition regarding the same.
“ Credit Agreement ” shall have the meaning assigned to such term in the preliminary statement.
“ Domain Names ” shall mean all Internet domain names and associated URL addresses in or to which any Grantor now or hereafter has any right, title or interest.
“ Excluded Collateral ” shall mean:
(a) all cash and cash equivalents;
(b) any Deposit Accounts and Securities Accounts;
(c) all vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction;
(d) subject in all respects to clause (h) of this definition below, any General Intangibles or other rights arising under contracts, Instruments, licenses, license agreements or other documents, to the extent (and only to the extent) that the grant of a security interest would (i) constitute a violation of a restriction in favor of a third party on such grant, unless and until any required consents shall have been obtained, (ii) give any other party to such contract, Instrument, license, license agreement or other document the right to terminate its obligations thereunder, or (iii) violate any law, provided , however , that (1) any portion of any such General Intangible or other right shall cease to constitute Excluded Collateral pursuant to this clause (d) at the time and to the extent that the grant of a security interest therein does not result in any of the consequences specified above and (2) the limitation set forth in this clause (d) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such General Intangible or other right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC;
(e) any Letter-of-Credit Rights, to the extent the relevant Grantor is required by applicable law to apply the proceeds of such Letter of Credit Rights for a specified purpose;
(f) Investment Property consisting of voting Equity Interests of any non-U.S. subsidiary in excess of 65% of the Equity Interests representing the total combined voting power of all classes of Equity Interests of such non-U.S. subsidiary entitled to vote;
 
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(g) as to which the Collateral Agent, at the request of the US Borrower, reasonably determines that the costs of obtaining a security interest in any specifically identified assets or category of assets (or perfecting the same) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby;
(h) any FCC License, to the extent that any law, regulation, permit, order or decree of any Governmental Authority in effect at the time applicable thereto prohibits the creation of a security interest therein, provided , however , that (i) the right to receive any payment of money in respect of such FCC License (including, without limitation, general intangibles for money due or to become due), and (ii) any proceeds, products, offspring, accessions, rents, profits, income or benefits of any FCC License shall not constitute Excluded Collateral, provided further , however , that in the event that such law, regulation, permit, order or decree shall be amended, modified or interpreted to permit (or shall be replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) the creation of a security interest in such FCC License, such FCC License will automatically be deemed to be a part of the Collateral (and shall cease to be Excluded Collateral);
(i) Equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or Capitalized Lease Obligation permitted to be incurred pursuant to the Credit Agreement, if the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such Equipment;
(j) any interest in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third parties;
(k) applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to the Lien granted herein and deemed included in the Collateral;
(l) subject to Section 7.14(e), any Equity Interests in any subsidiary and/or other securities issued by any subsidiary to the extent that the pledge of such Equity Interests and/or such other securities would result in the US Borrower being required to file separate financial statements of such subsidiary with the SEC pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Exchange Act of 1934, as amended, but only to the extent necessary to not be subject to such requirement and only with respect to the relevant Existing Senior Notes affected; and
(m) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute Excluded Collateral.
 
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Furthermore, no term used in the definition of Collateral (or any component definition thereof) shall be deemed to include any Excluded Collateral.
“ Existing Senior Notes Indenture ” shall mean the Indenture dated as of July 18, 2001, between the Company, as issuer, and The Bank of New York, as trustee, as supplemented and any Officer’s Certificate issued thereunder with respect to the Existing Senior Notes.
“ Existing Senior Note Holders ” shall mean the holders from time to time of the Existing Senior Notes.
“ Existing Senior Note Obligations ” shall mean (a) the due and punctual payment of the unpaid principal amount of, and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on, the Existing Senior Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) the due and punctual performance of all other obligations of the Company under or pursuant to the Existing Senior Notes Indenture.
“ Existing Senior Note Trustee ” shall mean the trustee under the Existing Senior Notes Indenture.
“ Existing Senior Notes ” shall mean the collective reference to (a) the Company’s 7.85% Notes due 2011, (b) the Company’s 3.50% Senior Notes due 2007 and (c) the Company’s 3.875% Senior Notes due 2008.
“ Federal Securities Laws ” shall have the meaning assigned to such term in Section 4.05 .
“ First-Lien Collateral Agent ” shall have the meaning assigned to such term in the preamble.
“ First-Lien Loan Documents ” shall mean the Credit Agreement, each First-Lien Security Document and each other Loan Document that evidences or governs any First-Lien Obligations.
“ First-Lien Loans ” shall mean all Loans under, and as defined in, the Credit Agreement (other than Second-Lien Loans).
“ Fraudulent Conveyance ” shall have the meaning assigned to such term in Section 2.01 .
“ Grantors ” shall mean the Borrowers and the Guarantors.
 
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“ Guarantors ” shall mean Holdings and the Subsidiary Guarantors.
“ Hedge Creditor ” shall mean, with respect to the Hedging Obligations of a Loan Party, a counterparty that is the Administrative Agent or a First-Lien Lender or an Affiliate of the Administrative Agent or a First-Lien Lender as of the Closing Date or at the time such Hedging Obligation is entered into.
“ Holdings ” shall have the meaning assigned to such term in the preamble.
“ Intellectual Property ” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by such Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, software and databases and all other proprietary information, including but not limited to Domain Names, and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.
“ Investment Property ” shall mean (a) all “investment property” as such term is defined in the New York UCC (other than Excluded Collateral) and (b) whether or not constituting “investment property” as so defined, all Pledged Debt Securities and Pledged Stock.
“ License ” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party, including those listed on Schedule III .
“ Loan Document Obligations ” shall mean (a) the due and punctual payment of (i) the principal of and interest (including interest accrued or accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on any and all First-Lien Loans, in each case in accordance with the rate specified in the Credit Agreement as when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by a Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral in respect of any Letter of Credit, (iii) any and all sums advanced by the First-Lien Collateral Agent in order to preserve the Collateral or to preserve its security interest therein, in each case, to the extent permitted by the First-Lien Loan Documents and (iv) all other monetary obligations of the Borrowers to any of the Secured Parties under the Credit Agreement and each of the other First-Lien Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual
 
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performance of all other obligations of the Borrowers under or pursuant to the Credit Agreement and each of the other First-Lien Loan Documents, and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other First-Lien Loan Documents, in each case, whether outstanding on the date hereof or incurred or arising from time to time after the date of this Agreement.
“ New York UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.
“ Merger Sub ” shall have the meaning assigned to such term in the preamble.
“ Obligations ” shall mean (a) the Loan Document Obligations and (b) the due and punctual payment and performance of all Hedging Obligations of each Loan Party owing to a Hedge Creditor, in each case, whether outstanding on the date hereof or arising from time to time following the date of this Agreement.
“ Patent License ” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such agreement.
“ Patents ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule III , and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.
“ Permitted Liens ” shall mean (a) with respect to the Obligations, all “Permitted Liens” as such term is defined in the Credit Agreement and (b) with respect to any series of Existing Senior Notes, all “Permitted Liens” as such term is defined in the Officer’s Certificate applicable for such series issued under the Existing Senior Notes Indenture.
“ Pledged Collateral ” shall mean (a) the Pledged Stock, (b) the Pledged Debt Securities, (c) subject to Section 3.05 , 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, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b)
 
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above, (d) subject to Section 3.05 , all rights of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above and (e) all Proceeds of any of the foregoing.
“ Pledged Debt Securities ” shall mean (a) the debt securities and promissory notes held by any Grantor on the date hereof (including all such debt securities and promissory notes listed opposite the name of such Grantor on Schedule II ), (b) any debt securities or promissory notes in the future issued to such Grantor and (c) any other instruments evidencing the debt securities described above, if any.
“ Pledged Securities ” shall mean any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.
“ Pledged Stock ” shall mean (a) as of the Closing Date, the Equity Interests of the US Borrower and (b) thereafter, to the extent the same do not constitute Excluded Collateral, (i) the Equity Interests owned by any Grantor (including all such Equity Interests listed on Schedule II ) and (ii) any other Equity Interest obtained in the future by such Grantor and (b) the certificates, if any, representing all such Equity Interests.
“ SEC ” shall mean the United States Securities and Exchange Commission and any successor thereto.
“ Secured Parties ” shall mean (a) the First-Lien Lenders, (b) the Administrative Agent, (c) the First-Lien Collateral Agent, (d) the Issuing Banks, (e) each Hedge Creditor, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any First-Lien Loan Document and (g) the permitted successors and assigns of each of the foregoing.
“ Security Interest ” shall have the meaning assigned to such term in Section 3.01 .
“ Subsidiary Guarantor ” shall mean any of the following: (a) the Subsidiaries identified on Schedule I hereto as Subsidiary Guarantors and (b) each other subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date.
“ Termination Date ” shall mean the date upon which all Commitments (other than the Second-Lien Commitments) have terminated, no Letters of Credit are outstanding (or if Letters of Credit remain outstanding, as to which an L/C Backstop exists), and the First-Lien Loans and L/C Exposure, together with all interest, Fees and other non-contingent First-Lien Obligations, have been paid in full in cash.
“ Trademark License ” shall mean any written agreement, now or hereafter in effect, granting to any third person any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any such agreement.
 
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“ Trademarks ” shall mean all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III , (b) all goodwill associated therewith or symbolized thereby, (c) all other assets, rights and interests that uniquely reflect or embody such goodwill and (d) all causes of action arising prior to or after the date hereof for infringement of any trademark or unfair competition regarding the same.
SECTION 1.03. Intercreditor Agreement. All rights and obligations of the First-Lien Collateral Agent, the other Secured Parties, the Existing Senior Noteholders and the Existing Senior Note Trustee under this Agreement shall be subject to the Intercreditor Agreement. In the event of any conflict between the terms hereof and of the Intercreditor Agreement, the Intercreditor Agreement shall govern and control.
ARTICLE II
Guarantee
SECTION 2.01. Guarantee. Each Guarantor absolutely, irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrowers or any other Loan Party of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.
Notwithstanding any provision of this Agreement to the contrary, it is intended that this Agreement, and any Liens granted hereunder by each Guarantor to secure the obligations and liabilities arising pursuant to this Agreement, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, each Guarantor agrees that if this Agreement, or any Liens securing the obligations and liabilities arising pursuant to this Agreement, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been
 
9

amended accordingly at all relevant times. For purposes hereof, “ Fraudulent Conveyance ” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.
SECTION 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right (except such as shall be required by applicable law and cannot be waived) to require that any resort be had by the First-Lien Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the First-Lien Collateral Agent or any other Secured Party in favor of the Borrowers or any other person.
SECTION 2.03. No Limitations, Etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.14 , the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the First-Lien Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the First-Lien Collateral Agent or any other Secured Party for the Obligations or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date). Each Guarantor expressly authorizes the First-Lien Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of either Borrower or any other
 
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Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowers or any other Loan Party, other than the occurrence of the Termination Date. The First-Lien Collateral Agent and the other Secured Parties may, in accordance with the Credit Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with either Borrower or any other Loan Party or exercise any other right or remedy available to them against either Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against either Borrower or any other Loan Party, as the case may be, or any security.
SECTION 2.04. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the First-Lien Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of either Borrower, any other Loan Party or otherwise, notwithstanding the occurrence of the Termination Date.
SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the First-Lien Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of either Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the First-Lien Collateral Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the First-Lien Collateral Agent as provided above, all rights of such Guarantor against either Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI .
SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of each Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the First-Lien Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.
 
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ARTICLE III
Security Interests in Personal Property
SECTION 3.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations), each Grantor hereby assigns and pledges to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders), and hereby grants to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders), a security interest (the “ Security Interest ”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “ Collateral ”):
(i) all Accounts;
(ii) the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii) all Commercial Tort Claims;
(iv) all Chattel Paper;
(v) all Documents;
(vi) all Equipment;
(vii) all General Intangibles;
(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all Intellectual Property;
(xiii) all Letter-of-Credit Rights;
(xiv) all Pledged Collateral;
(xv) all books and records pertaining to the Collateral;
 
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(xvi) all Supporting Obligations; and
(xvii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.
Notwithstanding the foregoing, Collateral shall include cash, cash equivalents and securities to the extent the same constitute Proceeds and products of any item set forth in clauses (i) through (xvii) above, but in no event shall any control agreements be required to be obtained in respect thereof.
(b) Each Grantor hereby authorizes the First-Lien Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the First-Lien Collateral Agent promptly upon written request. The First-Lien Collateral Agent agrees, upon request by the US Borrower and at its expense, to furnish copies of such filings to the US Borrower.
(c) The First-Lien Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the First-Lien Collateral Agent as secured party. The First-Lien Collateral Agent agrees, upon request by the US Borrower and at its expense, to furnish copies of such filings to the US Borrower.
(d) The Security Interest is granted as security only and, except as otherwise required by applicable law, shall not subject the First-Lien Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral. Nothing contained in this Agreement shall be construed to make the First-Lien Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the First-Lien Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the First-Lien Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the First-Lien Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
 
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SECTION 3.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the First-Lien Collateral Agent and the Secured Parties that:
(a) Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the First-Lien Collateral Agent, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders), the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement.
(b) Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the First-Lien Collateral Agent based upon the information provided to the First-Lien Collateral Agent and the Secured Parties by the Grantors for filing in each governmental, municipal or other office specified on Schedule IV hereof (or specified by notice from the US Borrower to the First-Lien Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement), which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary as of the Closing Date (or after the Closing Date, in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement) to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the First-Lien Collateral Agent (for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders)) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that, to the extent the Collateral consists of Intellectual Property, a fully executed agreement in the form hereof or, alternatively, each applicable short form security agreement in the form attached to the Credit Agreement as Exhibits F-A1, F-A2 and F-A3, and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights has been or will be delivered to the First-Lien Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any
 
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other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the First-Lien Collateral Agent (for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders)) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of United States federally registered Patents, Trademarks and Copyrights (and applications therefor) acquired or developed after the date hereof).
(c) The Security Interest constitutes (i) a legal and valid security interest in all Collateral securing the payment and performance of the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations), (ii) subject to the filings described in Section 3.02(b) , a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (iii) subject to the filings described in Section 3.02(b) , a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form security agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens.
(d) Schedule II correctly sets forth as of the Closing Date the percentage of the issued and outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.
(e) The Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock issued by a corporation, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other loss affecting creditors’ rights generally and general principles of equity or at law.
(f) Schedule V correctly sets forth as of the Closing Date (i) the exact legal name of each Grantor, as such name appears in its respective certificate or articles of incorporation or formation, (ii) the jurisdiction of organization of each Grantor, (iii) the mailing address of each Grantor, (iv) the organizational identification number, if any, issued by the jurisdiction of organization of each Grantor, (v) the identity or type of organization of each Grantor and (vi) the Federal Taxpayer Identification Number, if any, of each Grantor which is a Specified Loan Party. The US Borrower agrees to update the information required pursuant to the preceding sentence as provided in Sections 5.04(i) and 5.06 of the Credit Agreement.
 
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(g) The Collateral is owned by the Grantors free and clear of any Lien, except for Permitted Liens.
(h) Notwithstanding the foregoing or anything else in this Agreement to the contrary, no representation, warranty or covenant is made with respect to the creation or perfection of a security interest in Collateral to the extent such creation or perfection would require (i) any filing other than a filing in the United States of America, any state thereof and the District of Columbia or (ii) other action under the laws of any jurisdiction other than the United States of America, any state thereof and the District of Columbia.
(i) As of the Closing Date, no Grantor holds (i) any Commercial Tort Claims or (ii) any interest in any Chattel Paper, in each case, in an amount in excess of $10,000,000 individually, except as described in Schedule VI hereto.
(j) Each Grantor represents and warrants that (x) the Trademarks, Patents and Copyrights listed on Schedule III include all United States federal registrations and pending applications for Trademarks, Patents and Copyrights, all as in effect as of the date hereof, that such Grantor owns and that are material to the conduct of its business as of the date hereof and (y) all Domain Names listed on Schedule III include all Domain Names in which such Grantor has rights as of the date hereof that are material to the conduct of its business as of the date hereof.
SECTION 3.03. Covenants.
(a) Subject to Section 3.02(h) , each Grantor shall, at its own expense, take all commercially reasonable actions necessary to defend title to the Collateral against all persons and to defend the Security Interest of the Collateral Agent in the First-Lien Collateral and the priority thereof against any Lien which does not constitute a Permitted Lien.
(b) Subject to Section 3.02(h) , each Grantor agrees, upon written request by the First-Lien Collateral Agent and at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the First-Lien Collateral Agent may from time to time reasonably deem necessary to obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith.
(c) At its option, but only following 5 Business Days’ written notice to each Grantor of its intent to do so, the First-Lien Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral which do not constitute a Permitted Lien, and may pay for the maintenance and
 
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preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, and each Grantor jointly and severally agrees to reimburse the First-Lien Collateral Agent within 30 days after demand for any reasonable payment made or any reasonable expense incurred by the First-Lien Collateral Agent pursuant to the foregoing authorization; provided , however , that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the First-Lien Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents.
(d) Each Grantor shall remain liable to observe and perform all conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof.
SECTION 3.04. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the First-Lien Collateral Agent to enforce, the Security Interest in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:
(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments in excess of $10,000,000 individually, such Grantor shall forthwith endorse, assign and deliver the same to the First-Lien Collateral Agent, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the First-Lien Collateral Agent may from time to time reasonably specify.
(b) Investment Property. Subject to the terms hereof, if any Grantor shall at any time hold or acquire any Certificated Securities, such Grantor shall forthwith endorse, assign and deliver the same to the First-Lien Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the First-Lien Collateral Agent may from time to time reasonably specify. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof and supplement any prior schedule so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities and shall not in and of itself result in any Default or Event of Default. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 3.01 shall be physically delivered to the First-Lien Collateral Agent in accordance with the terms of the Credit Agreement and endorsed to the First-Lien Collateral Agent or endorsed in blank.
(c) Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in an amount in excess of $10,000,000 individually in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 201 of the Federal Electronic Signatures
 
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in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the First-Lien Collateral Agent thereof and, at the request of the First-Lien Collateral Agent, shall take such action as the First-Lien Collateral Agent may reasonably request to vest in the First-Lien Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The First-Lien Collateral Agent agrees with such Grantor that the First-Lien Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the First-Lien Collateral Agent and so long as such procedures will not result in the First-Lien Collateral Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.
(d) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit in excess of $10,000,000 individually, now or hereafter issued in favor of such Grantor, such Grantor shall notify the First-Lien Collateral Agent thereof and, at the reasonable request and option of the First- Lien Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent, use commercially reasonable efforts to either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the First-Lien Collateral Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the First-Lien Collateral Agent to become the transferee beneficiary of the letter of credit, with the First-Lien Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.
(e) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in excess of $10,000,000 individually, the Grantor shall notify the First-Lien Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the First-Lien Collateral Agent, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders), in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
(f) Security Interests in Property of Account Debtors. If at any time any Grantor shall take a security interest in any property of an Account
 
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Debtor or any other Person the value of which equals or exceeds $10,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the First-Lien Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.
SECTION 3.05. Voting Rights; Dividends and Interest, Etc. Unless and until an Event of Default shall have occurred and be continuing and, except in the case of a Bankruptcy Default, the First-Lien Collateral Agent shall have given the Grantors notice of its intent to exercise its rights under this Agreement:
(a) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents and the Existing Senior Notes Indenture and applicable law.
(b) The First-Lien Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a) above.
(c) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents, the Existing Senior Notes Indenture and applicable law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Collateral, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held in trust for the benefit of the First-Lien Collateral Agent and the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders) and shall be delivered to the First-Lien Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the First-Lien Collateral Agent) on or prior to the later to occur of (i) 30 days following the receipt thereof and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the receipt of such items and the date which is 45 days after the end of the most recently ended fiscal quarter.
SECTION 3.06. Additional Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor agrees that it will not, and will use commercially reasonable efforts to not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public.
 
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(b) Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, use commercially reasonable efforts to maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use.
(c) Except as could not reasonably be expected to have a Material Adverse Effect (and subject to Section 7.15(a) hereof), each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary to establish and preserve its rights under applicable copyright laws.
(d) Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, each Grantor will take all reasonable and necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(e) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Closing Date (“ After-Acquired Intellectual Property ”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Collateral subject to the terms and conditions of this Agreement. At the time of any required delivery of information pursuant to Section 5.04(i) of the Credit Agreement, the relevant Grantor shall sign and deliver to the First-Lien Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all applicable U.S. federally registered (or application for U.S. federally registered) After-Acquired Intellectual Property owned by it as of the last day of applicable fiscal quarter, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it.
 
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ARTICLE IV
Remedies
SECTION 4.01. Pledged Collateral. (a) Upon the occurrence and during the continuance of an Event of Default and with notice to the US Borrower, the First-Lien Collateral Agent, on behalf of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders), 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 applicable Grantor, endorsed or assigned in blank or in favor of the First-Lien Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with notice to the relevant Grantor, the First-Lien Collateral Agent shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.
(b) Upon the occurrence and during the continuance of an Event of Default, after the First-Lien Collateral Agent shall have notified the US Borrower in writing of the suspension of their rights under paragraph (c) of Section 3.05 , then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the First-Lien Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the First-Lien Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the First-Lien Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the First-Lien Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the First-Lien Collateral Agent in an account to be established by the First-Lien Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 . After all Events of Default have been cured or waived, the First-Lien Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account.
(c) Upon the occurrence and during the continuance of an Event of Default and with notice to the US Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05 , and the obligations of the First-Lien Collateral Agent under paragraph (b) of Section 3.05 , shall cease, and all such rights shall thereupon become vested in the First-Lien Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided , however , that, unless otherwise directed by the Required First-Lien Lenders, the First-Lien Collateral Agent shall have the right from time to time following and during the
 
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continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05 , and the First-Lien Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05 .
(d) Notwithstanding anything to the contrary contained in this Section 4.01 , if a Bankruptcy Default shall have occurred and be continuing, the First-Lien Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantors under said Sections shall be automatic upon the occurrence of such Bankruptcy Default.
SECTION 4.02. Uniform Commercial Code and Other Remedies. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the First-Lien Collateral Agent on demand, and it is agreed that the First-Lien Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantor to the First-Lien Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the First-Lien Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements), and (b) to withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all Obligations (and to the extent provided in Section 6.01 , to the payment of any and all Existing Senior Note Obligations) in the manner provided in Section 4.03 , (c) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and (d) generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the First-Lien Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem advisable, for cash, upon credit or for future delivery as the First-Lien Collateral Agent shall deem appropriate. The First-Lien 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, and upon consummation of any such sale the First-Lien Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or
 
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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 Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
The First-Lien Collateral Agent shall give each applicable Grantor 10 Business Days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the First-Lien Collateral Agent’s intention to make any sale of 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 First-Lien Collateral Agent may fix and state in the notice (if any) 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 First-Lien Collateral Agent may (in its sole and absolute discretion) determine. The First-Lien 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 First-Lien 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 First-Lien Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the First-Lien 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 law, private) sale made pursuant to this Agreement, any Secured Party (and, to the extent provided in Section 6.01 , any Existing Senior Note Holder) may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), 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 such Secured Party (and, to the extent provided in Section 6.01 , such Existing Senior Note Holder) from any Grantor as a credit against the purchase price, and such Secured Party (and, to the extent provided in Section 6.01 , such Existing Senior Note Holder) may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the First-Lien Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the First-Lien Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations (and to the extent required by
 
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Section 6.01 , the Existing Senior Note Obligations) paid in full. As an alternative to exercising the power of sale herein conferred upon it, the First-Lien Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement 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.
Each Grantor irrevocably makes, constitutes and appoints the First-Lien Collateral Agent (and all officers, employees or agents designated by the First-Lien Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto, the First-Lien Collateral Agent may, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the First-Lien Collateral Agent deems advisable. All sums disbursed by the First-Lien Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the First-Lien Collateral Agent and shall be additional Obligations secured hereby.
SECTION 4.03. Application of Proceeds. If an Event of Default shall have occurred and be continuing the First-Lien Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in accordance with the requirements of the Intercreditor Agreement. Upon any sale of Collateral by the First-Lien Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the First-Lien 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 First-Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof.
SECTION 4.04. Grant of License to Use Intellectual Property. For the purpose of enabling the First-Lien Collateral Agent to exercise rights and remedies under this Agreement at such time as the First-Lien Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the First-Lien Collateral Agent an irrevocable (until the termination of this Agreement), nonexclusive license, subject in all respects to any existing licenses (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of
 
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such license by the First-Lien Collateral Agent may be exercised, at the option of the First-Lien Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided , however , that any license, sublicense or other transaction entered into by the First-Lien Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.
SECTION 4.05. Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the U.S. 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 Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the First-Lien Collateral Agent if the First-Lien Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the First-Lien Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the First-Lien Collateral Agent may, with respect to any sale of such Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the First-Lien 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 Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor 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 First-Lien Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the First-Lien Collateral Agent, in its sole and absolute discretion, may in good faith deem 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 limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 4.05 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 First-Lien Collateral Agent sells.
 
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ARTICLE V
Indemnity, Subrogation and Subordination
SECTION 5.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03 ), the Borrowers agree that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrowers shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party (and, to the extent provided in Section 6.01 , any Existing Senior Note Holder), the Borrowers shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
SECTION 5.02. Contribution and Subrogation. Each Guarantor (a “ Contributing Guarantor ”) agrees (subject to Section 5.03 ) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party (and, to the extent provided in Section 6.01 , to the Existing Senior Note Holders), and such other Guarantor (the “ Claiming Guarantor ”) shall not have been fully indemnified by a Borrower as provided in Section 5.01 , the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16 , the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section 5.01 to the extent of such payment.
SECTION 5.03. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Loan Document Obligations (and, to the extent Section 6.01 is applicable, the Existing Senior Note Obligations) until the Termination Date; provided , that if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Secured Parties (and, to the extent provided in Section 6.01 , for the equal and ratable benefit of the Existing Senior Note Holders) and shall forthwith be paid to the First-Lien Collateral Agent to be credited and applied against the Obligations, whether matured or unmatured, in accordance with Section 4.03 . No failure on the part of a Borrower or any Guarantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or
 
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otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.
ARTICLE VI
Equal and Ratable Provisions
SECTION 6.01. Equal and Ratable Security . This Agreement and the other Security Documents (a) secure the Existing Senior Note Obligations equally and ratably with all other Obligations to the extent (but only to the extent) required by Section 1008 of the Existing Senior Notes Indenture, (b) shall be construed and enforced accordingly and (c) shall be enforced in accordance with the terms of the Intercreditor Agreement.
SECTION 6.02. Termination. This Article VI shall cease to apply if and when (i) all of the Existing Senior Note Obligations have been fully satisfied and discharged (including in accordance with Article XIII of the Existing Senior Notes Indenture) or (ii) the Existing Senior Notes Indenture shall have been amended such that the Existing Senior Note Obligations are no longer required to be secured equally and ratably with the Obligations.
ARTICLE VII
Miscellaneous
SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the US Borrower as provided in Section 9.01 of the Credit Agreement.
SECTION 7.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents 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 First-Lien Lenders and the Issuing Banks and shall survive the execution and delivery of the Loan Documents and the making of any First-Lien Loans and issuance of any Letters of Credit, regardless of any investigation made by any First-Lien Lender or Issuing Bank or on their behalf and notwithstanding that the First-Lien Collateral Agent, any Issuing Bank or any First-Lien Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until the Termination Date.
SECTION 7.03. Binding Effect; Several Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf
 
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of such Loan Party shall have been delivered to the First-Lien Collateral Agent and a counterpart hereof shall have been executed on behalf of the First-Lien Collateral Agent, and thereafter shall be binding upon such Loan Party and the First-Lien Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the First-Lien Collateral Agent and the other Secured Parties (and, to the extent provided in Section 6.01 , the Existing Senior Note Holders) and their respective successors and permitted assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void), except as contemplated or permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.
SECTION 7.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the First-Lien Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.
SECTION 7.05. First-Lien Collateral Agent’s Fees and Expenses; Indemnification . (a) The parties hereto agree that the First-Lien Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.
(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the First-Lien Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all costs, expenses (including reasonable fees, out-of-pocket disbursements and other charges of one primary counsel, one regulatory counsel and one local counsel to the Indemnitees (taken as a whole) in each relevant jurisdiction; provided, however , that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction) and liabilities arising out of or in connection with the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing or to the Collateral, regardless of whether any Indemnitee is a party thereto or whether initiated by a third party or by a Loan Party or any Affiliate thereof; provided , however , that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, expenses or liabilities (x) resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or material
 
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breach of its (or its Related Parties’) obligations hereunder or (y) resulted from any dispute solely among Indemnitees and not involving the Grantors or their respective Affiliates. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of proceeds thereof.
(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other First-Lien Security Documents. The provisions of this Section 7.05 shall survive the Termination Date.
SECTION 7.06. First-Lien Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the First-Lien Collateral Agent as the attorney-in-fact of such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Agreement and taking any action and executing any instrument that the First-Lien Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided , however , that the First-Lien Collateral Agent shall not execute on behalf of Grantors any application or other instrument to be submitted to the FCC. Without limiting the generality of the foregoing, the First-Lien 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 First-Lien Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the First-Lien Collateral Agent or the Cash Collateral Account, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the First-Lien Collateral Agent were the absolute owner of the Collateral for all purposes; provided , however , that nothing herein contained shall be construed as requiring or obligating the First-Lien Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the First-Lien 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 First-Lien Collateral Agent and the Secured Parties (and, to the extent provided in Section 6.01 , the Existing Senior Note
 
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Holders) 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 Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith. The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.
SECTION 7.07. Applicable Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).
SECTION 7.08. Waivers; Amendment. (a) No failure or delay by the First-Lien Collateral Agent, the Administrative Agent, any Issuing Bank or any First-Lien Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or 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 First-Lien Collateral Agent, the Administrative Agent, the Issuing Banks and the First-Lien Lenders hereunder and 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 provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.08 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the First-Lien Collateral Agent, any First-Lien Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. Except as otherwise provided herein, no notice or demand on any Loan Party in any case shall entitle any Loan Party 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 an agreement or agreements in writing entered into by the First-Lien Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.
(c) In no event shall the consent of any Existing Senior Note Holder be required in connection with any amendment, amendment and restatement, supplement, waiver or other modification of this Agreement.
(d) Until such time as the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) have been paid in full in cash, each Guarantor hereby waives all rights of subrogation which it may at any time otherwise have as a result of this Agreement (whether contractual, under Section 509 of the
 
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Bankruptcy Code, or otherwise) to the claims of the Secured Parties against Secured Parties or any other guarantor of the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Borrower or any other guarantor which it may at any time otherwise have as a result of this Agreement.
(e) Each Guarantor hereby acknowledges and affirms that it understands that to the extent the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) are secured by Real Property located in California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such Real Property by trustee sale or any other reason impairing such Guarantor’s or any Secured Party’s right to proceed against any Borrower or any other guarantor of the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations). In accordance with Section 2856 of the California Code of Civil Procedure, each Guarantor hereby waives until such time as the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) have been paid in full in cash:
(i) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to such Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Code of Civil Procedure;
(ii) all rights and defenses that such Guarantor may have because the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) are secured by Real Property located in California, meaning, among other things, that: (A) the Secured Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by any Borrower or any other Guarantor, and (B) if the Secured Parties foreclose on any Real Property collateral pledged by any Borrower or any other Guarantor, (1) the amount of the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Secured Parties may collect from such Guarantor even if the Secured Parties, by foreclosing on the Real Property collateral, have destroyed any right such Guarantor may have to collect from any Borrower, it being understood that this is an unconditional and irrevocable waiver of any rights and defenses such Guarantor may have because the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations) are secured by Real Property (including, without limitation, any rights or defenses based upon Sections 580a, 580d or 726 of the California Code of Civil Procedure); and
(iii) all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations (and, to the extent provided in Section 6.01 , the Existing Senior Note Obligations), has destroyed such Guarantor’s rights of subrogation and reimbursement against any Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise.
(f) Each Guarantor warrants and agrees that each of the waivers set forth above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law of public policy, such waivers shall be effective only to the maximum extent permitted by law.
 
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SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO (AND EACH OTHER SECURED PARTY AND EACH EXISTING SENIOR NOTE HOLDER, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF) 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 7.09.
SECTION 7.10. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein 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 7.11. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different 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 7.03 . Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
SECTION 7.12. Headings. Article and Section headings and the Table of Contents 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.
 
32

SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each of the Grantors and the Secured Parties (and, to the extent provided by Section 6.01 , the Existing Senior Note Holders), by their acceptance of the benefits of this Agreement 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 any other Loan Document, or for recognition or enforcement of any judgment, and each of the Loan Parties and the Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally agrees that 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 Loan Parties and the Secured Parties (and, to the extent provided in Section 6.01 , the Existing Senior Note Holders), by their acceptance of the benefits of this Agreement 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 or any other Loan Document shall affect any right that the First-Lien Collateral Agent, the Administrative Agent, any Issuing Bank or any First-Lien Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.
(b) Each of the Loan Parties, the Secured Parties and, to the extent provided by Section 6.01 , the Existing Senior Note Holders, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the Loan Parties, the Secured Parties and, to the extent provided by Section 6.01 , the Existing Senior Note Holders, by their acceptance of the benefits of this Agreement 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 of the Loan Parties, the Secured Parties and, to the extent provided by Section 6.01 , the Existing Senior Note Holders, by their acceptance of the benefits of this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 8.01 . Nothing in this Agreement or any other Loan Document will affect the right of the First-Lien Collateral Agent or the Grantors to serve process in any other manner permitted by law.
SECTION 7.14. Termination or Release. (a) This Agreement, the Guarantees made herein, the Security Interest, the pledge of the Pledged Collateral and all other security interests granted hereby shall terminate on the Termination Date (other than to the extent any funds are on deposit in the Cash Collateral Account in respect of any L/C Backstop, in which case, the Security Interest in such Cash Collateral Account shall continue until released by the relevant Issuing Bank).
 
33

(b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interests created hereunder in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a subsidiary.
(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not a Borrower or a Grantor, or, upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the Security Interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the First-Lien Collateral Agent shall promptly execute and deliver to any Grantor, at such Grantor’s expense, all Uniform Commercial Code termination statements and similar documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 7.14 shall be without recourse to or representation or warranty by the First-Lien Collateral Agent (other than any representation and warranty that the First-Lien Collateral Agent has the authority to execute and deliver such documents) or any Secured Party, including the Existing Senior Note Holders as provided by Section 6.01 . Without limiting the provisions of Section 7.05 , the Borrowers shall reimburse the First-Lien Collateral Agent upon demand for all reasonable out-of-pocket costs and expenses, including the fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 7.14 .
(e) In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such subsidiary’s Equity Interests and/or other securities issued by such subsidiary to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such subsidiary, then the Equity Interests and/or other securities issued by such subsidiary will automatically be deemed to be a part of the Collateral (and shall cease to be Excluded Collateral) for the relevant Obligations but only to the extent necessary to not be subject to any such financial statement requirement.
(f) At any time that the respective Grantor desires that the First-Lien Collateral Agent take any action described in preceding paragraph (d) above, it shall, upon request of the First-Lien Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The First-Lien Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the First-Lien Collateral Agent in good faith believes to be permitted) by this Section 7.14 .
 
34

SECTION 7.15. FCC Compliance. (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer or assignment of any FCC License or a change of control over such FCC License requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock shall remain with the relevant Grantor 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 First-Lien 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 is continuing, each Grantor shall take any action which the First-Lien 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 First-Lien Collateral Agent or to such one or more third parties as the First-Lien Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 7.15 , the First-Lien Collateral Agent is 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 Grantor agrees to cooperate with any such purchaser and with the First-Lien Collateral Agent 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 Grantor 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 First-Lien Collateral Agent under this Agreement, to authorize the First-Lien 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, in order to effectuate the transactions contemplated by this Section 7.15 . Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the First-Lien Collateral Agent under this Agreement. Each Grantor 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 Grantor hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse 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 First-Lien Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk of any court of competent jurisdiction without notice to such Grantor pursuant to court order.
 
35

SECTION 7.16. Additional Subsidiaries. Pursuant to Section 5.09 of the Credit Agreement, each Restricted Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, or a Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded non-U.S. entity) that was not in existence or not a subsidiary on the Closing Date is required to enter into this Agreement as a Subsidiary Guarantor and a Grantor upon becoming such a subsidiary. Upon execution and delivery by the First-Lien Collateral Agent and such subsidiary of a supplement in the form of Exhibit A hereto, such subsidiary shall become a Subsidiary Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor and a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.
SECTION 7.17. Security Interest and Obligations Absolute. Subject to Section 7.14 hereof, all rights of the First-Lien Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor 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 (so long as the same are made in accordance with the terms of Section 9.08 of the Credit Agreement), (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.
SECTION 7.18. Limitation on First-Lien Collateral Agent’s Responsibilities with Respect to Existing Senior Notes Holders. The obligations of the First-Lien Collateral Agent to the Existing Senior Note Holders and the Existing Senior Note Trustee hereunder shall be limited as provided in the Intercreditor Agreement.
SECTION 7.19. Effectiveness of Merger. Upon the consummation of the Merger, the Company shall succeed to all the rights and obligations of Merger Sub under this Agreement, without any further action by any Person.
SECTION 7.20. Right of Setoff; Payments Set Aside . (a) If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, without prior notice to any Guarantor or any other Loan Party, any such notice being waived by each Guarantor (on its own behalf and on behalf of each Loan Party and its subsidiaries) to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or
 
36

the account of the Guarantors against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. The rights of each Lender under this Section 7.20 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the US Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set off and application.
(b) To the extent that any payment by or on behalf of any Guarantor is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, then (i) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.
(c) NOTWITHSTANDING THE FOREGOING SECTION 7.20(a) , AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS UNDER ANY LOAN DOCUMENT, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SECTION 7.20(a) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.
 
37

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38

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Senior Executive Vice President	
	
UMBRELLA ACQUISITION, INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Senior Vice President	
	
UNIVISION OF PUERTO RICO INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Executive Vice President	

UNIVISION COMMUNICATIONS INC.
HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY ASSUMES ALL OBLIGATIONS OF UMBRELLA ACQUISITION, INC. UNDER THIS AGREEMENT.	
	
UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
THE UNIVISION NETWORK LIMITED PARTNERSHIP	
		
By:	 	Univision Communications Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

	
EDIMONSA CORPORATION	
EL TRATO, INC.	
FONOHITS MUSIC PUBLISHING, INC.	
FONOMUSIC, INC.	
FONOVISA, INC.	
GALAVISION, INC.	
HPN NUMBERS, INC.	
KCYT-FM LICENSE CORP.	
KECS-FM LICENSE CORP.	
KESS-AM LICENSE CORP.	
KESS-TV LICENSE CORP.	
KHCK-FM LICENSE CORP.	
KICI-AM LICENSE CORP.	
KICI-FM LICENSE CORP.	
KLSQ-AM LICENSE CORP.	
KLVE-FM LICENSE CORP.	
KMRT-AM LICENSE CORP.	
KTNQ-AM LICENSE CORP.	
LICENSE CORP. NO. 1
LICENSE CORP. NO. 2	
MI CASA PUBLICATIONS, INC.	
PTI HOLDINGS, INC.	
SERVICIO DE INFORMACION PROGRAMATIVA, INC.	
SPANISH COAST-TO-COAST LTD.	
SUNSHINE ACQUISITION CORP.	
T C TELEVISION, INC.	
TELEFUTURA NETWORK	
TELEFUTURA OF SAN FRANCISCO, INC.	
TELEFUTURA ORLANDO INC.	
TELEFUTURA TELEVISION GROUP, INC.	
TICHENOR LICENSE CORPORATION	
TMS LICENSE CALIFORNIA, INC.	
UNIVISION HOME ENTERTAINMENT, INC.	
UNIVISION INVESTMENTS, INC.	
UNIVISION MANAGEMENT CO.	
UNIVISION MUSIC, INC.	
UNIVISION OF ATLANTA INC.	
UNIVISION OF NEW JERSEY INC.	
UNIVISION OF RALEIGH, INC.	
UNIVISION ONLINE, INC.	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

					
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY	
UNIVISION PUERTO RICO STATION OPERATING COMPANY	
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY	
UNIVISION RADIO CORPORATE SALES, INC.	
UNIVISION RADIO FRESNO, INC.	
UNIVISION RADIO GP, INC.	
UNIVISION RADIO HOUSTON LICENSE CORPORATION	
UNIVISION RADIO ILLINOIS, INC.	
UNIVISION RADIO INVESTMENTS, INC.	
UNIVISION RADIO LAS VEGAS, INC.	
UNIVISION RADIO LICENSE CORPORATION	
UNIVISION RADIO LOS ANGELES, INC.	
UNIVISION RADIO MANAGEMENT COMPANY, INC.	
UNIVISION RADIO NEW MEXICO, INC.	
UNIVISION RADIO NEW YORK, INC.	
UNIVISION RADIO PHOENIX, INC.	
UNIVISION RADIO SACRAMENTO, INC.	
UNIVISION RADIO SAN DIEGO, INC.	
UNIVISION RADIO SAN FRANCISCO, INC.	
UNIVISION RADIO TOWER COMPANY, INC.	
UNIVISION TELEVISION GROUP, INC.	
WADO RADIO, INC.	
WADO-AM LICENSE CORP.	
WLXX-AM LICENSE CORP.	
WPAT-AM LICENSE CORP.	
WQBA-AM LICENSE CORP.	
WQBA-FM LICENSE CORP.	
WURZBURG, INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION RADIO, INC.	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
HBCi, LLC
UNIVISION RADIO FLORIDA, LLC	
		
By:	 	Univision Radio, Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
TELEFUTURA SAN FRANCISCO LLC	
		
By:	 	Telefutura San Francisco, Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION NEW YORK LLC
UNIVISION PHILADELPHIA LLC	
		
By:	 	Univision of New Jersey Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
DISA LLC	
		
By:	 	Univision Music, Inc.,
its member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	DISA Holdco LLC,
its member	
			
	 	By:	 	Univision Communications Inc.,
its member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
DISA LATIN PUBLISHING, LLC	
			
	 	By:	 	/s/ Dave Palacio	
	 		 	Name:	 	Dave Palacio	
	 		 	Title:	 	Manager	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
STATION WORKS, LLC	
TELEFUTURA ALBUQUERQUE LLC	
TELEFUTURA BAKERSFIELD LLC	
TELEFUTURA BOSTON LLC	
TELEFUTURA CHICAGO LLC	
TELEFUTURA D.C. LLC	
TELEFUTURA DALLAS LLC	
TELEFUTURA FRESNO LLC	
TELEFUTURA HOUSTON LLC	
TELEFUTURA LOS ANGELES LLC	
TELEFUTURA MIAMI LLC	
TELEFUTURA SACRAMENTO LLC	
TELEFUTURA SOUTHWEST LLC	
TELEFUTURA TAMPA LLC	
		
By:	 	Telefutura Television Group, Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
TELEFUTURA PARTNERSHIP OF DOUGLAS	
TELEFUTURA PARTNERSHIP OF FLAGSTAFF	
TELEFUTURA PARTNERSHIP OF FLORESVILLE	
TELEFUTURA PARTNERSHIP OF PHOENIX	
TELEFUTURA PARTNERSHIP OF SAN ANTONIO	
TELEFUTURA PARTNERSHIP OF TUCSON	
		
By:	 	Telefutura Television Group, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	Telefutura Southwest LLC,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION MUSIC LLC	
		
By:	 	Univision Music, Inc.,
its managing member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION ATLANTA LLC	
		
By:	 	Univision of Atlanta Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
WUVC LICENSE PARTNERSHIP G.P.	
		
By:	 	Univision of Raleigh, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	Univision Television Group, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
KDTV LICENSE PARTNERSHIP, G.P.	
KFTV LICENSE PARTNERSHIP, G.P.	
KMEX LICENSE PARTNERSHIP, G.P.	
KTVW LICENSE PARTNERSHIP, G.P.	
KUVI LICENSE PARTNERSHIP, G.P.	
KUVS LICENSE PARTNERSHIP, G.P.	
WGBO LICENSE PARTNERSHIP, G.P.	
WLTV LICENSE PARTNERSHIP, G.P.	
WXTV LICENSE PARTNERSHIP, G.P.	
		
By:	 	Univision Television Group, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	PTI Holdings, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
WLII/WSUR LICENSE PARTNERSHIP, G.P.	
		
By:	 	Univision of Puerto Rico Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.	
UNIVISION RADIO BROADCASTING TEXAS, L.P.	
		
By:	 	Univision Radio GP, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION CLEVELAND LLC	
		
By:	 	Univision Television Group, Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION TEXAS STATIONS LLC	
			
	 	By:	 	/s/ Ray Rodriguez	
	 		 	Name:	 	Ray Rodriguez	
	 		 	Title:	 	Manager	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

									
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC	
		
By:	 	The Univision Network Limited Partnership,
its sole member	
			
	 	By:	 	Univision Communications Inc.,
its general partner	
				
	 		 	By:	 	/s/ Andrew W. Hobson	
	 		 		 	Name:	 	Andrew W. Hobson	
	 		 		 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

							
UNIVISION-EV HOLDINGS, LLC	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

					
DEUTSCHE BANK AG NEW YORK BRANCH,
as First-Lien Collateral Agent	
		
By:	 	/s/ David Mayhew	
	 	Name:	 	David Mayhew	
	 	Title:	 	Managing Director	
		
By:	 	/s/ Stephen Cayer	
	 	Name:	 	Stephen Cayer	
	 	Title:	 	Director	
 
[SIGNATURE PAGE TO FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT]

SCHEDULE I
SUBSIDIARY GUARANTORS
 
1.	Disa Latin Publishing, LLC	
 
2.	Disa LLC	
 
3.	Edimonsa Corporation	
 
4.	El Trato, Inc.	
 
5.	Fonohits Music Publishing, Inc.	
 
6.	Fonomusic, Inc.	
 
7.	Fonovisa, Inc.	
 
8.	Galavision, Inc.	
 
9.	HBCi, LLC	
 
10.	HPN Numbers, Inc.	
 
11.	KAKW License Partnership, L.P.	
 
12.	KCYT-FM License Corp.	
 
13.	KDTV License Partnership, G.P.	
 
14.	KECS-FM License Corp.	
 
15.	KESS-AM License Corp.	
 
16.	KESS-TV License Corp.	
 
17.	KFTV License Partnership, G.P.	
 
18.	KHCK-FM License Corp.	
 
19.	KICI-AM License Corp.	
 
20.	KICI-FM License Corp.	
 
21.	KLSQ-AM License Corp.	
 
22.	KLVE-FM License Corp.	

23.	KMEX License Partnership, G.P.	
 
24.	KMRT-AM License Corp.	
 
25.	KTNQ-AM License Corp.	
 
26.	KTVW License Partnership, G.P.	
 
27.	KUVI License Partnership, G.P.	
 
28.	KUVN License Partnership, L.P.	
 
29.	KUVS License Partnership, G.P.	
 
30.	KWEX License Partnership, L.P.	
 
31.	KXLN License Partnership, L.P.	
 
32.	License Corp. No. 1	
 
33.	License Corp. No. 2	
 
34.	Mi Casa Publications, Inc.	
 
35.	PTI Holdings, Inc.	
 
36.	Servicio de Informacion Programativa, Inc.	
 
37.	Spanish Coast-to-Coast Ltd.	
 
38.	Station Works, LLC	
 
39.	Sunshine Acquisition Corp.	
 
40.	T C Television, Inc.	
 
41.	Telefutura Albuquerque LLC	
 
42.	Telefutura Bakersfield LLC	
 
43.	Telefutura Boston LLC	
 
44.	Telefutura Chicago LLC	
 
45.	Telefutura D.C. LLC	
 
46.	Telefutura Dallas LLC	
 
I-2

47.	Telefutura Fresno LLC	
 
48.	Telefutura Houston LLC	
 
49.	Telefutura Los Angeles LLC	
 
50.	Telefutura Miami LLC	
 
51.	Telefutura Network	
 
52.	Telefutura of San Francisco, Inc.	
 
53.	Telefutura Orlando Inc.	
 
54.	Telefutura Partnership of Douglas	
 
55.	Telefutura Partnership of Flagstaff	
 
56.	Telefutura Partnership of Floresville	
 
57.	Telefutura Partnership of Phoenix	
 
58.	Telefutura Partnership of San Antonio	
 
59.	Telefutura Partnership of Tucson	
 
60.	Telefutura Sacramento LLC	
 
61.	Telefutura San Francisco LLC	
 
62.	Telefutura Southwest LLC	
 
63.	Telefutura Tampa LLC	
 
64.	Telefutura Television Group, Inc.	
 
65.	The Univision Network Limited Partnership	
 
66.	Tichenor LicenseCorporation	
 
67.	TMS License California, Inc.	
 
68.	Univision Atlanta LLC	
 
69.	Univision Cleveland LLC	
 
70.	Univision Home Entertainment, Inc.	
 
I-3

71.	Univision Investments, Inc.	
 
72.	Univision Management Co.	
 
73.	Univision Music LLC	
 
74.	Univision Music, Inc.	
 
75.	Univision Network Puerto Rico Production LLC	
 
76.	Univision New York LLC	
 
77.	Univision of Atlanta Inc.	
 
78.	Univision of New Jersey Inc.	
 
79.	Univision of Puerto Rico Inc.	
 
80.	Univision of Raleigh, Inc.	
 
81.	Univision Online, Inc.	
 
82.	Univision Philadelphia LLC	
 
83.	Univision Puerto Rico Station Acquisition Company	
 
84.	Univision Puerto Rico Station Operating Company	
 
85.	Univision Puerto Rico Station Production Company	
 
86.	Univision Radio Broadcasting Puerto Rico, L.P.	
 
87.	Univision Radio Broadcasting Texas, L.P.	
 
88.	Univision Radio Corporate Sales, Inc.	
 
89.	Univision Radio Florida, LLC	
 
90.	Univision Radio Fresno, Inc.	
 
91.	Univision Radio GP, Inc.	
 
92.	Univision Radio Houston License Corporation	
 
93.	Univision Radio Illinois, Inc.	
 
94.	Univision Radio Investments, Inc.	
 
I-4

95.	Univision Radio Las Vegas, Inc.	
 
96.	Univision Radio License Corporation	
 
97.	Univision Radio Los Angeles, Inc.	
 
98.	Univision Radio Management Company, Inc.	
 
99.	Univision Radio New Mexico, Inc.	
 
100.	Univision Radio New York, Inc.	
 
101.	Univision Radio Phoenix, Inc.	
 
102.	Univision Radio Sacramento, Inc.	
 
103.	Univision Radio San Diego, Inc.	
 
104.	Univision Radio San Francisco, Inc.	
 
105.	Univision Radio Tower Company, Inc.	
 
106.	Univision Radio, Inc.	
 
107.	Univision Television Group, Inc.	
 
108.	Univision Texas Stations LLC	
 
109.	Univision-EV Holdings, LLC	
 
110.	UVN Texas L.P.	
 
111.	WADO Radio, Inc.	
 
112.	WADO-AM License Corp.	
 
113.	WGBO License Partnership, G.P.	
 
114.	WLII/WSUR License Partnership, G.P.	
 
115.	WLTV License Partnership, G.P.	
 
116.	WLXX-AM License Corp.	
 
117.	WPAT-AM License Corp.	
 
118.	WQBA-AM License Corp.	
 
I-5

119.	WQBA-FM License Corp.	
 
120.	Wurzburg, Inc.	
 
121.	WUVC License Partnership G.P.	
 
122.	WXTV License Partnership, G.P.	
 
I-6

SCHEDULE II
 
A.	EQUITY INTERESTS	
1,000 Shares of the stock of Univision Communications Inc., evidenced by certificate number 1, held by Broadcast Media Partners Holdings, Inc.
 
B.	PLEDGED DEBT SECURITIES	
None.

Subschedule III.A.1

					
Song	  	Author	  	Register Id	
A BAILAR, A BAILAR	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA\ FRANCISCO J. FERNAND	  	PAu 2-622-949	
A DONDE TE VAS	  	EMANUEL ORTEGA	  	PAu 2-609-445	
A DONDE VAS	  	FRANCISCO XAVIER PRADO SAONA	  	PAu 2-637-790	
A MAS NO PODER	  	DANIEL ESQUIVEL (BMI)	  	PAu 2-424-901	
A MIS PADRES	  	ERNESTO SOLANO PEREZ	  	PA 701-402	
A MIS PADRES	  	ERNESTO SOLANO PEREZ	  	PA 1-190-630	
A NADIE LE IMPORTA	  	BENJAMIN MU#IZ PEREZ	  	PA 702-229	
A NAYARIT	  	JOSE T. BENITEZ	  	PAu 2-682-698	
A OJOS CERRADOS	  	RAFAEL RUBIO	  	PAu 2-677-351	
A PUNTO DE CARAMELO	  	JESUS ANIBAL DIAZ	  	PA 1-101-267	
A QUE VINE	  	MANUEL ARCE ROSA	  	PAu 2-693-161	
ABRAZAITO	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA\ FRANCISCO J. FERNAND	  	PAu 2-622-949	
ABREME TU CORAZON	  	BEATRIZ TERESA TOLOUSE	  	PAu 2-429-299	
ACARICIAME	  	ARTURO AVILA AGUILAR	  	PA 1-093-117	
ADVERTENCIAS	  	TIRZO CAMACHO SEGURA \ URSULA SOL CAMACHO SEGURA	  	PAu 2-693-155	
AGUANTA CORAZON	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
AHORA SOY DE HIELO	  	JOSE ANTONIO CORIA ROSALES	  	PA 1-278-266	
AHORA SOY LIBRE	  	FRANCISCO ORANTES	  	PAu 2-582-243	
AL CONTEMPLAR LAS OLAS	  	JOSE TERAN LOPEZ	  	PA 1-098-456	
AL SON DE LA TAM BORA	  	JOSE TERAN LOPEZ \ LEONEL ENRIQUE URIAS CAMACHO	  	PA 1-098-458	
ALMAS HERIDAS	  	ULISES JAVIER FLORES HERNANDEZ	  	PAu 2-647-071	
ALMAS HERIDAS (POPURRI)	  	ULISES JAVIER FLORES HERNANDEZ	  	PAu 2-647-071	
ALMOHADA MOJADA	  	GUSTAVO MORALES	  	PA 1-109-554	
AMANDOME ASI	  	REYMOND TELFORT	  	PAu 2-582-227	
AMARGOS ARROYOS	  	RAUL CASTILLO	  	PAu 2-427-122	
AMARTE A MEDIAS	  	RAFAEL ARMANDO VIDALON	  	PAu 2-464-334	
AMIGA	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACOSTA	  	PA 1-147-260	
AMIGOS (SIGAMOS SIENDO AMIGOS)	  	RAFAEL RUBIO	  	PAu 2-647-062	
AMOR A CONTROL REMOTO	  	ARTURO SANTIAGO GUZMAN	  	PA 702-227	
AMOR A GOTAS	  	JOSE LUIS DAVILA (BMI) \ FRANCISCO JAVIER GUTIERREZ	  	PAu 2-693-156	
AMOR BANDIDO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-933	
AMOR BONITO	  	CARLOS PE#A	  	PA 847-141	
AMOR CARINO Y CORAZON	  	HECTOR N. FREGOSO	  	PA 687-704	
AMOR CARINO Y CORAZON	  	HECTOR N. FREGOSO	  	PAu 2-426-999	
AMOR DE LOS DOS	  	RAFAEL RUBIO	  	PAu 2-647-062	
AMOR DE NOVELA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-927	
AMOR DE PLAYA	  	RAMON RODRIGUEZ	  	PA 702-228	
AMOR EN EL CIELO	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
AMOR INFIEL	  	ANTONIO M. SOLIZ	  	PA 847-140	
AMOR LOGRADO	  	HECTOR A. SANCHEZ	  	PAu 2-514-999	
AMOR PERFECTO	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA-1-101-263	
AMOR REGRESA	  	MIGUEL ANGEL DELGADO ROSANTIAGUI	  	PA 1-108-209	
AMOR SECRETO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-515-003	
AMOR SINCERO	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PAu 2-682-697	
AMOR UNIVERSAL	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA-1-101-263	
ANDANDO DE TU MANO (ARR)	  	JUAN SALAZAR V FRANCISCO JAVIER GUTIERREZ	  	PA 1-101-278	
ANGELES	  	MARCO GUTIERREZ \ CARLOS AGUILAR JR.	  	PAu 2-682-815	
APARTE DE MI	  	LEONEL ENRIQUE URIAS CAMACHO	  	PAu 2-693-162	
AQUEL	  	IGNACIO ROMO DIMAS	  	PAu 2-637-789	
ARRASTRANDO LA TAMBORA	  	LAURO GONZALEZ	  	PAu 2-642-482	
ARREPENTIDA	  	MANUEL HOMERO VELA RAMOS \ KEITH NIETO	  	PA 1-093-116	
ARRIBA MALENA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
ARRIBA, ARRIBA, ARRIBA (ARRIBA, ARRIBA EL A	  	MANUEL HOMERO VELA RAMOS \ LEOPOLDO RAMIREZ URIAS	  	PA 1-087-858	
ASESINA	  	JORGE GUIRO BORREGO	  	TX-4-286-957	
ATREVETE A SOÑAR	  	LUIS HERNANDEZ	  	PA 1-101-279	
AVENTURERA	  	CARLOS ARTURO ARANGO NI#O	  	PA-1-108-210	
AY! SE FUE	  	FRANCISCO JAVIER GUTIERREZ	  	PA 847-163	
AYUDAME A OLVIDARTE	  	CARLOS ARTURO ARANGO NI#O	  	PA 1-108-210	
BAILADORA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
BARCA DE AUSENCIA	  	CARLOS PE#A	  	PAu 2-647-067	
BASTA	  	ALVARO MORELLO	  	SRu 421-089	
BATIDO DE BANANA	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-622-949	
BENDITA MUJER	  	JOSE ALFREDO BONIFAZ	  	PAu 2-609-450	
BESAME	  	NOEMY ESPARZA	  	PA 847-142	
BESAME SUAVEMENTE	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
BESAME, TOCAME	  	JULIA ZULEMA CORREA SANCHEZ	  	PAu 2-642-485	
BONITA MORENITA	  	RAUL HERNANDEZ	  	PAu 2-677-353	
BOOMERANG	  	CARLOS SOTELO \ ARMANDO DELGADO \ JORGE SOTELO	  	PAu 2-682-712	
BORRON Y CUENTA NUEVA	  	LEOPOLDO RAMIREZ URIAS	  	PAu 2-693-151	
BRINCA	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-622-949	
BUSCANDOTE	  	JOSE LUIS MARTINEZ \ JESUS GUADALUPE SEGURA	  	PA 1-109-540	
BUSCARE UN CORAZON	  	JOSE MARTIN CHAVEZ	  	PAu 2-641-164	
CADA VEZ QUE HACE FRIO	  	RAFAEL ARMANDO VIDALON	  	PAu 2-682-807	
CAMINA ENTRE AGUAS	  	RAMON GONZALEZ GUERRERO \ BENITO ANASTACIO \ MIGUEL ANGEL PEREZ LOF	  	PAu 2-655-004	

	 	Page 1	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
CAMINANDO POR EL MUNDO	  	JOSE T. BENITEZ	  	PA-609-528	
CAMINITO DE LA SIERRA	  	RAMON VEGA CUAMEA	  	PAu 2-647-061	
CANCION DE AMOR	  	ALFREDO GUEVARA CEBALLOS	  	SR-284-078	
CANTO A COLOMBIA	  	CARLOS ARTURO ARANGO NI#0	  	PAu 2-429-298	
CARA A CARA	  	MARIA ENRIQUETA RAMOS NU#EZ \ RAFAEL PEREZ BOTIJA GARCIA	  	PAu 2-693-160	
CARTAS MARCADAS	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
CASIMIRA	  	RAMIRO PEREZ PEREZ	  	PA-609-522	
CASINO DE ARUBA	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
CERQUITA DE DIOS	  	JESUS ANIBAL DIAZ	  	PAu 2-609-446	
CHAMACAS EXTRAORDINARIAS	  	ISRAEL PERALTA	  	PA 1-101-270	
CHAPARRITA DE MI VIDA	  	NOE MARICHALAR	  	PAu 2-647-028	
CHAPARRITA DE MI VIDA (QUE BONITA CHAPAF	  	JAVIER RIVERA	  	PAu 2-647-053	
CHICA CHULA	  	GUILLERMO CASTILLO	  	PA 1-101-266	
CHIQUILLA LINDA	  	CARLOS PE#A	  	PAu 2-647-067	
CHIQUITITA	  	GAVINO GUERRERO \ TONY GUERRERO	  	PA 847-227	
COLECTIVERO	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
COMO AMANTES	  	RAUL HERNANDEZ	  	PA 847-158	
COMO LE HAGO	  	KEITH NIETO	  	PA 1-195-517	
COMO NO CREER EN DIOS (ARR)	  	JUAN SALAZAR \ FRANCISCO JAVIER GUTIERREZ	  	PA 1-101-278	
COMO NO PENSAR EN TI	  	JESUS ARIEL BARRERAS SOTO	  	PA 1-108-199	
COMO OLVIDARME DE TI	  	JULIO CESAR CAPANO	  	PAu-2-409-728	
COMO PAGAN SE PAGAR	  	JOSE IGNACIO HERNANDEZ BALLARDO	  	PA 1-274-452	
COMO PUDISTE	  	OMAR VALENZUELA	  	PAu 2-689-233	
COMO QUISIERA	  	JOSE MARTIN CHAVEZ	  	PAu 2-641-164	
COMO QUISIERA	  	TONY GUERRERO	  	PA 1-108-206	
COMO SE OLVIDA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-637-787	
COMO TE PERDI (COMO FUE QUE TE PERDI)	  	KEITH NIETO	  	PA 1-147-268	
COMPAÑERO DE PARRANDA	  	RAFAEL RUBIO	  	PAu 2-647-062	
CON LA MAFIA NO SE PUEDE	  	OSBALDO GUTIERREZ	  	PA 1-093-121	
CON LAS MANOS EN EL AIRE	  	WALTER ANTONIO VILLAFA#E	  	PAu 2-609-449	
CON LAS MANOS EN EL AIRE (EXTENDED VERSI	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-609-449	
CON MUSICA DE BANDA	  	JOSE T. BENITEZ	  	PA-609-521	
CON TU AMOR	  	RAUL MURILLO MENDEZ	  	PAu 2-693-157	
CONCEDEME TU AMOR	  	MARIA LUISA G. RAMIREZ \ TONY GUERRERO	  	PA 1-084-996	
CONOCI A TU ESPOSO	  	MARTIN URIETA SOLANO	  	PAu 2-647-063	
CONTESTA MI LLAMADO	  	CARLOS PE#A	  	PA 847-141	
CORAZON	  	MARCO GUTIERREZ	  	PAu 2-647-047	
CORAZON DE CAMPEON	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-087-856	
COSAS DEL AMOR	  	RAFAEL PEREZ BOTIJA GARCIA \ MARIA ENRIQUETA RAMOS NU#EZ	  	PAu 2-677-354	
COSITA BONITA	  	JOSE MARTIN CHAVEZ	  	PAu 2-641-164	
CUANDO ME DEJES DE AMAR	  	PEDRO PANTOJA DIAZ	  	PA 1-101-272	
CUANDO TU NO ESTAS	  	ALEJANDRO ALONSO HUESCA	  	PA 1-109-541	
CUANDO VOL VERAS	  	GABRIEL GARCIA (BMI)	  	PAu 2-641-159	
CUENTA COBRADA	  	JOSE IGNACIO HERNANDEZ BALLARDO	  	PAu 2-606-429	
CUIDATE	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
CUMBIA DEL CAMPO	  	ENRIQUE FRANCO AGUILAR	  	PAu 2-679-857	
DALE CON MONTERROJO	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
DALE QUE DALE (PARA QUE BAILE MI PUEBLO)	  	JESUS ANIBAL DIAZ	  	PA 1-136-097	
DAME TU CORAZONCITO	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
DAME UNA OPORTUNIDAD	  	JOEL TORRES MARTINEZ	  	PA 1-109-542	
DANIEL SALCIDO	  	HECTOR A. SANCHEZ	  	PAu 2-514-999	
DE CATORCE AÑOS	  	JOSE ISABEL RIOS AGUILAR	  	PA 1-146-911	
DE PIEL A PIEL	  	ANTONIO M. SOLIZ	  	PA 847-140	
DE QUE NO TE QUEJAS	  	YUDITH OVIEDO BRACHA	  	PA-702-231	
DE TI ME ENAMORE	  	MARTIN FLORES MORENO \ JESUS GARCIA IBARRA	  	PAu 2-464-348	
DE VUELTA EN EL AMOR	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
DECIA QUE ME QUERIA	  	CARLOS ARTURO ARANGO NI#O	  	PA 1-108-210	
DECIR A DIOS	  	CARLOS AGUILAR JR.	  	PAu 2-682-831	
DEJA TU PATRIA (ARR)	  	JUAN SALAZAR \ FRANCISCO JAVIER GUTIERREZ	  	PA 1-101-278	
DEJAME SER TU SOL	  	ROGELIO MARTINEZ	  	PAu 2-653-261	
DEPENDO CADA DIA MAS DE TI	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PAu 2-653-265	
DERROCHANDO MI VIDA	  	RAUL HERNANDEZ	  	PAU 2-677-353	
DESDE EL MAS ALLA	  	ENRIQUE FRANCO AGUILAR	  	PAu 2-679-857	
DESNUDO	  	RAFAEL PEREZ BOTIJA GARCIA \ MARIA ENRIQUETA RAMOS NU#EZ	  	PAu 2-677-354	
DESPUES DE TODO	  	CARLOS ARTURO ARANGO NI#O	  	PAu 2-429-298	
DESTINO	  	MARCO GUTIERREZ \ CARLOS AGUILAR JR.	  	PAu-2-481-361	
DIANA	  	RAUL HERNANDEZ	  	PA 1-108-205	
DICEN POR AHI	  	RAFAEL PEREZ BOTIJA GARCIA	  	PAu 2-689-237	
DICEN QUE SOY TRAFICANTE (EL NYLON)	  	JOSE IGNACIO HERNANDEZ BALLARDO	  	PA 1-101-268	
DILE SEÑOR	  	JOSE MARTIN CHAVEZ	  	PAu 2-641-164	
DIME CIELO A DONDE ESTA	  	JOSE MARTIN CHAVEZ	  	PAu 2-641-164	
DIME COMO OLVIDAR	  	HECTOR N. FREGOSO	  	PAU 2-426-999	
DIME COMO OLVIDAR	  	HECTOR N. FREGOSO	  	PA 687-698	
DIME PORQUE	  	MANUEL HOMERO VELA RAMOS	  	PA 1-093-116	

	 	Page 2	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
DIME QUE ME QUIERES	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-622-949	
DIME QUIEN ES EL	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
DIME, DIME	  	LAURA SOTO AMADEO	  	PAu 2-642-486	
DIMELO	  	NOEMY ESPARZA	  	PA 847-142	
DINASTIA DE MI PUEBLO	  	BIBIAN VILLALOBOS MADRID	  	PA 1-138-598	
DIOS ESTA AQUI (ARR)	  	JUAN SALAZAR \ FRANCISCO JAVIER GUTIERREZ	  	PA 1-101-278	
DIVINA ILUSION	  	ULISES JAVIER FLORES HERNANDEZ	  	PAu 2-464-331	
DOLOR TRAS DOLOR	  	JUAN PABLO MURILLO	  	PAu 2-603-051	
DONDE ESTAS	  	OCTAVIO PILLADO	  	PAU 2-641-160	
DONDE QUEDO YO	  	HECTOR A. SANCHEZ	  	PAu 2-514-999	
DONDE TE ENCUENTRES	  	FRANCISCO JAVIER SANTOS CORTES	  	PAU2-777-503	
DOS ENAMORADOS	  	ENRIQUE CANDE GARZA	  	PAu 2-846-726	
DULCE MUJERCITA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-927	
EL ALBUR DE TU VIDA	  	EMILIO CARRILLO MU#OZ	  	PAu 2-677-350	
EL AMANSADOR	  	LAURO GONZALEZ	  	PA-609-526	
EL AMANTE DEL PELIGRO	  	MARTIN AYALA GUERRERO	  	PAu 2-682-696	
EL ARBOL VACIO (ESE ARBOL VACIO)	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-641-445	
EL ASALTANTE	  	JULIO CESAR CAPANO	  	PA 847-166	
EL BAILE	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-029	
EL BAILE	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-030	
EL BAILE DEL SAPITO	  	LUIS ANTONIO PLASCENCIA MARTINEZ	  	PA 1-109-811	
EL BRILLO DE TUS OJOS	  	GUSTAVO ANIBAL AVIGLIANO	  	PAu 2-677-348	
EL CAMINO DE LA MUERTE	  	DAVID SORIA	  	PAu 2-427-006	
EL CARPINTERO	  	LUIS HERNANDEZ	  	PAu 2-429-300	
EL CARTEL DE DURANGO	  	ROGELIO MARTINEZ	  	PAu 2-653-261	
EL CHIPILON	  	JOSE ALFREDO VEGA CUAMEA	  	PA-1-343-957	
ELCHISME	  	LUIS EMILIO RODRIGUEZ ANDUJAR	  	PAu 2-697-613	
EL COLESTEROL	  	GABRIEL GARCIA (BMI)	  	PAu 2-641-447	
EL CORRIDO DE LUPE GARCIA	  	ARTURO GARCIA RODRIGUEZ	  	PA-609-447	
EL DE LA QUEBRADITA	  	LAURO GONZALEZ	  	PA 1-101-277	
EL DIVORCIADO	  	ISRAEL PERALTA	  	PA-1-343-962	
EL DOMADOR DE LAS JAULAS	  	LUIS HERNANDEZ	  	PAu 2-429-300	
EL GUERO ZUSTAITA	  	FRANCISCO CASTRO	  	PA-1-343-984	
EL HECHIZO	  	CARMEN LUZ JARA B.	  	PAu-2-493-246	
EL HIJO DE CATARINO	  	ROGELIO MARTINEZ	  	PAu 2-653-261	
EL HUERFANITO	  	JOSE P. FRANCO	  	PA-666-550	
EL INVENSIBLE SAGRADO	  	BIBIAN VILLALOBOS MADRID	  	PA 1-138-598	
EL JACALITO DE ADOBE	  	NOE MARICHALAR	  	PAu 2-647-028	
EL LADRON	  	RAFAEL ARMANDO VIDALON	  	PAu 2-682-807	
EL MARCIANO	  	LUIS EMILIO RODRIGUEZ ANDUJAR	  	PAu 2-427-116	
EL MERO MERO	  	RIGOBERTO ALVARADO	  	PAu 2-462-484	
EL MOJADO FRACASADO	  	LUIS ARMANDO SANCHEZ VALLES	  	PAU 2-515-001	
EL MUCHACHO ALEGRE	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
EL MUNDIAL	  	JOSE LUIS ZAVALA \ MIGUEL ZAVALA	  	PA 1 -084-999	
EL NEGRO Y LA LUPE	  	NESTOR DANIEL HOYER	  	PAu 2-641-162	
EL NIÑO	  	ISRAEL PERALTA	  	PA-1-343-962	
EL PATIN DEL DIABLO	  	ALEJANDRO REYES GONZALEZ \ LEOPOLDO RAMIREZ URIAS	  	PAu 2-641-443	
EL PATO QUIROZ	  	JOSE TERAN LOPEZ \ LEONEL ENRIQUE URIAS CAMACHO	  	PA 1-098-459	
EL PATRON	  	CARLOS GUILLEN CAMPOS	  	PAu 2-677-349	
EL PERRO MURIO	  	JOSE LUIS DAVILA (BMI)	  	PAu 2-846-724	
EL PLEITO DE MARINA	  	ARTEMIO PE#A	  	PA 1-101-223	
EL PRIMER BESO	  	BRIGIDO RAMIREZ SANCHEZ	  	PAu 2-427-008	
EL PROFE	  	RAMON VEGA CUAMEA	  	PA-1-343-961	
EL QUEBRADOR	  	LAURO GONZALEZ	  	PA 1-108-203	
EL REBOLU	  	JORGE GUIRO BORREGO	  	PA-1-343-966	
EL REGALITO	  	ARTEMIO PE#A	  	PAu 2-642-483	
EL SANCHO MOVIL	  	LAURO GONZALEZ	  	PAu 2-642-482	
EL SEMENTAL DE GUANAJUATO	  	FAUSTINO VILLANUEVA	  	PAu 2-427-115	
EL SOLTERO	  	JOSE ALFREDO BONIFAZ	  	PAu 2-720-436	
EL SUFRIDO	  	JORGE L. GARCIA ROMAN	  	PAu 2-427-043	
EL TACO	  	GUILLERMO CASTILLO	  	PA-1 -343-983	
EL TARACHI	  	JOSE P. FRANCO	  	PA-666-549	
EL TATUADO DE DURANGO	  	TOMAS HERNANDEZ	  	PAu2-701-199	
EL TIERRACALENTENO	  	JOSE LUIS GAZCON GODINEZ	  	PA 847-228	
EL TORO ASESINO	  	ISRAEL PERALTA	  	PA-1-343-962	
EL TRAFICANTE DEL DIABLO	  	JOSE IGNACIO HERNANDEZ BALLARDO	  	PAu 2-429-290	
EL ULTIMO BESO	  	DANIEL AVILA	  	PAu 2-686-786	
EL ULTIMO DON	  	JOSE TERAN LOPEZ \ LEONEL ENRIQUE URIAS CAMACHO	  	PA 1-098-457	
EL ULTIMO VALIENTE	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA-1-121-360	
EL UNICO	  	ALEJANDRO ALONSO HUESCA	  	PA 1-242-371	
EL VAQUERO SEXY	  	LAURO GONZALEZ	  	PAu 2-642-482	
EL VIVE (ARR)	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA 1-101-263	
ELLA ERA MI AMIGA	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
ELLA SE FUE	  	TONY GUERRERO	  	PA 1-108-206	

	 	Page 3	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
EMBRUJADO	  	JUAN MANUEL WONG	  	PAu 2-677-355	
EN EL MISMO TERRENO	  	MANUEL MORALES	  	PAu 2-846-725	
EN ESA BARCA	  	LUIS MANUEL LOZANO PE#A	  	PAu 2-653-262	
EN ESTA NAVIDAD	  	JAVIER RIVERA	  	PA 1-149-502	
EN LA CIUDAD	  	CARLOS AGUILAR JR.	  	PAu 2-682-831	
EN MEXICO ME QUEDO	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
EN UNA TRAMPA CAI	  	OCTAVIO CRUZ MENDIVIL	  	PA 1-101-264	
ENAMORADO MISTERIOSO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-933	
ENTRE TUS MANOS (ARR)	  	JUAN SALAZAR \ FRANCISCO JAVIER GUTIERREZ	  	PA 1-101-278	
ENTREGA SANGRIENTA	  	DAVID SORIA	  	PAu 2-427-006	
ENTREGO SANGRIENTO	  	DAVID SORIA	  	PAU 2-427-006	
ERA	  	JUAN PABLO MURILLO	  	PAU2-603-051	
ERES	  	ENRIQUE GUADALUPE LOPEZ	  	PAU 2-464-359	
ERES TU	  	RAUL HERNANDEZ	  	PAu 2-677-353	
ERES TU LA ROSA	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
ES EL AMANTE	  	MIGUEL ANGEL PROVENZANO	  	PA 1-208-598	
ES TU AMOR	  	EMANUEL ORTEGA	  	PAu 2-609-441	
ESA MUJER	  	HECTOR RAFAEL COLLADO	  	PAu 2-636-700	
ESA NIÑA QUE VA ALLI	  	RAFAEL ARMANDO VIDALON	  	PAu 2-682-807	
ESCLAVO DE AMORES	  	ROGELIO MARTINEZ	  	PAu 2-653-261	
ESCUCHO TU CORAZON	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
ESE HOMBRE	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-637-787	
ESE ROMANTICO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-133-110	
ESOS OJOS	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
ESPERANDO	  	CHRISTIAN RODRIGO PUGA \ MAXIMO PERA RENAULT	  	PA 1-108-201	
ESPINAS	  	JAIRO ENRIQUE TORRES LAROTTA	  	PA 847-225	
ESPINAS EN TU PIEL	  	NESTOR DANIEL HOYER	  	PAu 2-641-162	
ESTA MUY SOLA LA NIÑA	  	GUSTAVO ANIBAL AVIGLIANO	  	PAu 2-751-151	
ESTA SI, ESTA NO *	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO\JOSE JAV	  	PAu 2-681-731	
ESTA VEZ	  	JUAN PABLO MURILLO	  	PA 1-108-194	
ESTAS AQUI	  	ALEJANDRO MIXY (BMI)	  	PAu 2-464-332	
ESTAS TU	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA-1-101-263	
ESTATUA DE MARFIL	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
ESTE MALDITO DOLOR	  	ENRIQUE ZAMORA	  	PAu 2-682-806	
ESTOY ENAMORADO	  	LIBERTH ACOSTA	  	PAu 2-647-049	
ESTOY GANANDO TU AMOR	  	BEATRIZ TERESA TOLOUSE	  	PAu 2-429-299	
ESTOY PRISIONERO	  	JAVIER RIVERA	  	PAu 2-555-033	
ETAPAS (ETAPAS DE LA VIDA)	  	JESUS ARMENTA	  	PA-1-330-007	
ETERNAMENTE TUYO	  	GERARDO MAGALLON BAUTISTA \ ERNESTO MORENO BAILON	  	PAu 2-638-195	
EXPERIENCIA RELIGIOSA (MYSTICAL EXPERIEN	  	JOSE D. GARCIA	  	PA 1-101-275	
EXPERIENCIA RELIGIOSA (PISTAS)	  	JOSE D. GARCIA	  	PA 1-101-275	
EXPERIENCIA RELIGIOSA *	  	JOSE D. GARCIA	  	PA 1-101-275	
FACIL	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA-1-147-260	
FALSA Y TRAICIONERA	  	DANIEL ESQUIVEL (BMI)	  	PAu 2-555-034	
FALSAS ILUSIONES	  	GABRIEL GARCIA (BMI)	  	PA 612-499	
FALSAS PROMESAS	  	PRISCILA CAMACHO SEGURA	  	PAu 2-647-054	
FEMENINA	  	ARTURO SANTIAGO GUZMAN	  	PA 702-226	
FIESTA DISCRETA	  	LUIS HERNANDEZ	  	PAu 2-429-300	
FIESTA EN LA SIERRA	  	JOSE IGNACIO HERNANDEZ BALLARDO	  	PAu 2-606-429	
FORTALECEME SEÑOR	  	FRANCISCO ORANTES	  	PA-1-347-488	
FUE MI CULPA	  	NERIO PE#A	  	PA 1-085-002	
FUI UNO MAS	  	CARLOS PE#A	  	PAu 2-582-228	
FUISTE TODO PARA MI	  	CARLOS ARTURO ARANGO Nl#0	  	PAu 2-429-298	
GELATINA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
GITANA	  	CARLOS ARTURO ARANGO Nl#0	  	PAu 2-429-298	
GOZA MI RITMO	  	MARTIN CASTRO ORTEGA	  	PA 1-101-260	
GRACIAS POR TU AMOR	  	MARIO FAUSTO CASTIGLIA	  	PAu 2-514-998	
GRANDE, GRANDE	  	BEATRIZ TERESA TOLOUSE	  	PAu 2-429-299	
GUARDARE TUS RECUERDOS	  	HECTOR N. FREGOSO	  	PAu 4-426-999	
GUARDARE TUS RECUERDOS	  	HECTOR N. FREGOSO	  	PA 687-675	
HACE FALTA UNA MUJER	  	IGNACIO ROMO DIMAS	  	PAu 2-637-789	
HAS DADO GRACIA	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PAu 2-682-697	
HASTA EL TOPE	  	DANIEL ESQUIVEL (BMI)	  	PAu 2-424-901	
HAY MOMENTOS	  	FERNEL MONROY BARILLAS	  	PAu 2-701-197	
HAY UN ARBOL	  	RAUL HERNANDEZ	  	PAu 2-677-353	
HAY VICENTE PARA RATO	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-587-222	
HERIDO DE AMORES	  	ROGELIO MARTINEZ	  	PAu 2-653-261	
HOMBRE NUEVO	  	JORGE SOTO	  	PA 847-162	
HOMBRE SOLTERO	  	LUIS EMILIO RODRIGUEZ ANDUJAR	  	PAu 2-427-124	
HOY TE VAS	  	BRIGIDO RAMIREZ SANCHEZ	  	PAu 2-515-004	
INQUIETO	  	CARLOS PE#A	  	PA 847-141	
INSPIRACION	  	ARTHUR HANLON	  	PAu 2-641-448	
INVISIBLE	  	DANIEL ESQUIVEL (BMI)	  	PAu 2-515-005	
JOVENCITA	  	JESUS ARIEL BARRERAS SOTO	  	PAu 2-701-196	

	 	Page 4	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
JURAME	  	GISELA QUIROGA	  	PAu 2-701-192	
JUSTICIA	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PAu 2-682-697	
LA ABUELA DE MIS HIJOS	  	RAUL HERNANDEZ	  	PA 847-158	
LA BODA NORMAL (BODA SIN NOVIA)	  	JAIME VELASQUEZ AGUILAR	  	PA 1-200-174	
LA CABRONA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
LA CASA ES PARA VOLVER (LA CASA ES PARA F	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
LA CASITA	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
LA CHICA DE MIS SUEÑOS	  	YUDITH OVIEDO BRACHA	  	PA-702-219	
LA CHICA DEL BULEVARD	  	LI BERTH ACOSTA	  	PAu 2-647-049	
LA CHICA DEL OSITO	  	JOSE RAMON ESPARZA GARCIA	  	PA-1-343-968	
LA CINTURA	  	RICHARD ALMONTE	  	PAu 2-642-429	
LA CIUDAD SIN TI	  	ENRIQUE CANDE GARZA \ JESUS GARCIA IBARRA	  	PAu 2-464-328	
LA CIUDAD SIN TI (POPURRI)	  	ENRIQUE CANDE GARZA \ JESUS GARCIA IBARRA	  	PAu 2-464-328	
LA FUGA DE ALMOLOYA (EL PROFUGO DE ALM	  	BIBIAN VILLALOBOS MADRID	  	PA 1-138-598	
LA GRAN BATALLA	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
LA GUERA	  	LIBERTH ACOSTA	  	PAu 2-647-049	
LA LINEA BLANCA	  	LUIS HERNANDEZ	  	PAU-429-3000	
LA MAGIA DEL AMOR	  	WILLIAM ERIC WATSON BLANCO	  	PAu 2-464-352	
LA MALA VIDA	  	JESUS ARIEL BARRERAS SOTO	  	PAu 2-701-193	
LA MASCARA	  	MANUEL HOMERO VELA RAMOS	  	PAu 2-582-229	
LA MORALEJA	  	JAVIER RIVERA	  	PA 1-149-502	
LA MUCHACHA DE LA ESQUINA	  	CARLOS ARTURO ARANGO NI#O	  	PAU 2-429-298	
LA NEGRA COLORA	  	ALEJANDRO ALONSO HUESCA	  	PA 736-811	
LA PLENA DE URUGUAY	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
LA PRIETA	  	JAIME VELASQUEZ AGUILAR	  	PAu 2-641-441	
LA QUIERO Y QUE	  	ARTEMIO PE#A	  	PAu 2-642-483	
LA SALSA	  	JORGE GUIRO BORREGO	  	PA-1-343-966	
LA SED INSACIABLE	  	MIGUEL ANGEL PROVENZANO \ JOSE ANGEL BOEZA	  	PA 1-208-598	
LA TROCA Y EL BORREGO	  	RAUL URIAS RAMIREZ \ LEOPOLDO RAMIREZ URIAS	  	PAU 2-677-347	
LA TROCONA DEL AÑO	  	CRISTIAN MANUEL GOMEZ	  	PA 1-093-122	
LA UNICA	  	TONY GUERRERO	  	PA 1-084-997	
LA VAQUILLA PRIETA	  	JOSE T. BENITEZ	  	PA 609-527	
LA VERDAD DE LA MENTIRA	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-029	
LA VERDAD DE LA MENTIRA	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-030	
LA ZANDUNGA	  	ORLANDO LOPEZ	  	PA-1-343-965	
LADRONA	  	MARIO ALVARADO VILLASE#OR	  	PAu 2-647-048	
LAGRIMAS DEL CORAZON (LAGRIMAS)	  	RAFAEL RUBIO	  	PAU 2-464-354	
LAS CARTAS DEL JUEGO	  	ARITZA MARIA LOPEZ LOZANO	  	PAu 2-697-614	
LAS CEREZAS	  	JOSE P. FRANCO	  	PA 1-084-998	
LAS DOS PLEBES	  	BIBIAN VILLALOBOS MADRID	  	PA 847-177	
LAS NACARANDAS	  	FERNANDO GUARDADO ROSALES	  	PA 1-109-824	
LAS PENAS CON PAN SON BUENAS	  	LEONEL ENRIQUE URIAS CAMACHO	  	PAu 2-464-349	
LAS SOLAS	  	ANTONIO M. SOLIZ	  	PA 1-101-262	
LAS TRENZAS DE ORO	  	LEONEL ENRIQUE URIAS CAMACHO	  	PAu 2-692-015	
LE PEDI A LAS ESTRELLAS	  	DANIEL ESQUIVEL (BMI)	  	PA 847-139	
LEJOS DE TI	  	ELIOT WALDHORN	  	PAU 2-427-146	
LES DEJO MIS CANCIONES, ME LLEVO LOS APL	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 587-222	
LIBRO CERRADO	  	JUAN MIGUEL SANCHEZ	  	PA-1-343-959	
LLAMAME	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-807	
LLORANDO, LLORANDO	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
LOCA	  	LAURA SOTO AMADEO	  	PAu 2-642-486	
LOCO POR TI	  	BEATRIZ TERESA TOLOUSE	  	PAU 2-429-299	
LORELEY	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
LOS CONSEJOS DE MI MADRE	  	PEDRO PANTOJA DIAZ	  	PAu 2-641-446	
LOS DOS COSTALES	  	DAVID SORIA	  	PAU 2-427-006	
LUCERITO	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
LUNA LLENA	  	JUAN PABLO MURILLO	  	PAu2-603-051	
LUZ DE MI VIDA	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA 847-168	
LUZ EN LA OBSCURIDAD	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PAu 2-682-697	
MACARENA	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
MACARRON	  	FRANCISCO JAVIER GUTIERREZ	  	PAu 2-693-163	
MAL AGRADECIDA	  	MANUEL MORALES	  	PAu2-701-186	
MAL AMIGO	  	JOEL TORRES MARTINEZ	  	PAu 2-464-326	
MAL CONQUISTADOR	  	LEONEL ENRIQUE URIAS CAMACHO	  	PAu 2-693-158	
MALA	  	JOSE LUIS DAVILA (BMI) \ FRANCISCO JAVIER GUTIERREZ	  	PAu 2-693-156	
MALA FUNCION	  	ANTONIO M. SOLIZ	  	PA 847-140	
MALA JUGADA	  	BRIGIDO RAMIREZ SANCHEZ	  	PAu 2-582-238	
MAMA	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
MAMBO COSTEÑO	  	FEDERICO BARAJAS	  	PA 847-164	
MAMITA	  	EMANUEL ORTEGA	  	PAu 2-609-441	
MANOS VACIAS	  	CARLOS AGUILAR JR.	  	PAU 2-682-831	
MAYONESA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
MAYONESA (FULL VOCAL VERSION)	  	EDUARDO BRITOS \ ALEJANDRO JASA \ JUAN CARLOS CACERES	  	PAu 2-644-821	
ME ALEJE	  	MARIA C. BASS \ ALBERTO MASTROFRANCESCO \ VITO MASTRO FRANCESCO \ CA	  	PA 1-204-096	

	 	Page 5	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
ME CONTARON	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-641-166	
ME CONTARON	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PA 1-208-598	
ME DESPRECIASTES POR POBRE	  	JAVIER RIVERA	  	PAu-2-647-053	
ME DI LA VUELTA	  	GERARDO MAGALLON BAUTISTA	  	PAu 2-637-785	
ME DUELE QUE TE VAYAS	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA 1-217-324	
ME ENAMORE DE UN ANGEL	  	JESUS ANIBAL DIAZ	  	PA 1-136-097	
ME ESTOY ENAMORANDO UNA VEZ MAS	  	GUSTAVO ANIBAL AVIGLIANO	  	PAu 2-647-072	
ME GUSTA ESTAR CONTIGO	  	ALEJANDRO ALONSO HUESCA	  	PAu 2-464-358	
ME GUSTA GOZAR LA VIDA	  	JOSE IGNACIO HERNANDEZ BALLARDO	  	PAu 2-429-290	
ME GUSTAS TU *	  	RAMON GARR1GA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
ME HACES FALTA	  	DAVID ARMANDO SANDOVAL QUEZADA	  	PAu 2-609-440	
ME IRE MUY LEJOS	  	LEOPOLDO AMEZCUA MEDINA	  	PA 1-085-000	
ME LLEGO EL AMOR	  	LEOPOLDO RAMIREZ URIAS	  	PAu 2-693-166	
ME VAS A RECORDAR	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-515-003	
ME VOLVI ACORDAR DE TI	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAU 2-686-750	
MECANICO DEL AMOR	  	ARITZA MARIA LOPEZ LOZANO	  	PAu 2-515-006	
MEJOR QUE NUNCA	  	RAMON VEGA CUAMEA	  	PA 1-101-273	
MENINA CARACOL	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
MENTIAS	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-133-110	
MENTIRAS	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-637-787	
MI BELLA DAMA	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
MI CHIQUITITA	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
MI CONSEJO	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
MI DESTINO	  	FRANCISCO JAVIER GUTIERREZ	  	PAu 2-693-165	
MI DESTINO FUE PERDERTE	  	MARIO FAUSTO CASTIGLIA	  	PAu 2-514-998	
MI ESPACIO Y MI TODO	  	CARMEN LUZ JARA B.	  	PAu-2-493-246	
MI EVA	  	JUAN PABLO MURILLO	  	PAu2-603-051	
MI LINDO TLAPEHUALA	  	FELIPE VALENTIN	  	PAu 2-647-055	
MI LLAMADA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAU 2-686-750	
MI MADRE EN ORACION (ARR)	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA 1-101-263	
MI MAMI Y MI PAPI	  	MARIA LUISA G. RAMIREZ	  	PA 1-108-193	
MI NEGRA	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
MI OFICINA	  	GERARDO MAGALLON BAUTISTA	  	PAu 2-637-785	
MI PENSAMIENTO ERES TU (ARR)	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA 1-101-263	
MI PRIMA CHONA	  	ISRAEL PERALTA	  	PA 1-101-270	
MI TIERRA CULIACAN	  	CESAREO GUTIERREZ	  	PAu 2-647-070	
MI ULTIMA ESPERANZA	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
MI VENGANZA	  	JOSE ISABEL RIOS AGUILAR	  	PA 1-146-911	
MIEDO DE AMAR	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAU 2-641-166	
MIEDO DE AMAR	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PA 1-208-598	
MIENTE	  	RAFAEL PEREZ BOTIJA GARCIA \ MARIA ENRIQUETA RAMOS NU#EZ	  	PAu 2-693-154	
MIL CAMINOS	  	MARCO GUTIERREZ	  	PAu 2-647-047	
MIL CARICIAS	  	OCTAVIO CRUZ MENDIVIL	  	PA 1-217-323	
MIL PERDONES	  	JESUS ARIEL BARRERAS SOTO	  	PAu 2-514-997	
MIRA NOMAS	  	ENRIQUE ZAMORA	  	PAU 2-682-806	
MIS TRES VICIOS	  	TOMAS HERNANDEZ	  	PAu2-701-199	
MISTERIO A RESOLVER	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
MORENA DEL ALMA	  	NESTOR DANIEL HOYER	  	PAu 2-641-612	
MORENITA DE MI AMOR	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-807	
MUCHO MAS	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
MUJER SIN CORAZON	  	MANUEL MORALES	  	PA 847-161	
MUJER TRAICIONERA	  	MANUEL MORALES	  	PAu 2-647-069	
MURIENDO EN SOLEDAD	  	JESUS ARIEL BARRERAS SOTO	  	PAu 2-514-997	
MURIERON TRES FEDERALES	  	SERGIO RODRIGUEZ SARMIENTO	  	PAu 2-642-430	
MUÑECA CRUEL	  	MARIA ENRIQUETA RAMOS NU#EZ \ RAFAEL PEREZ BOTIJA GARCIA	  	PAu 2-693-164	
MUÑEQUITA MIA	  	GUSTAVO ANIBAL AVIGLIANO	  	PAu 2-547-195	
NACI PARA QUERERTE	  	KEITH NIETO	  	PA 1-098-462	
NADA EN EL MUNDO	  	CARLOS AGUILAR JR.	  	PAU 2-682-831	
NADA VOY A PEDIRTE	  	SERGIO FILIMON SANCHEZ \ LEOPOLDO RAMIREZ URIAS	  	PAu 2-642-428	
NADIE COMO TU	  	NANCY GARZA	  	PAU 2-682-709	
NATAEL	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
NECESITO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-515-003	
NECESITO AMAR	  	ROGELIO MARTINEZ	  	PAu 2-642-436	
NI VIENES NI TE VAS	  	RAUL CASTILLO \ VERONICA LETICIA CASTILLO	  	PAU 2-427-122	
NINGUN CORAZON	  	JUAN PABLO MURILLO	  	PA 1-108-194	
NIÑA DE OJOS TRISTES	  	ULISES JAVIER FLORES HERNANDEZ \ JESUS GARCIA IBARRA	  	PAU 2-464-353	
NIÑA DE OJOS TRISTES	  	ULISES JAVIER FLORES HERNANDEZ	  	PAU 2-464-353	
NIÑA LINDA	  	JORGE ANTONIO SOLIS	  	PA-1-343-963	
NIÑA PROHIBIDA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-927	
NIÑO BAILARIN	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAU 2-682-710	
NO DIGAS QUE NO	  	YUDITH OVIEDO BRACHA	  	PA-702-218	
NO ESTOY LLORANDO	  	ALEJANDRO MIXY (BMI)	  	PAu 2-693-153	
NO HAY LABURO	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
NO HE PODIDO OLVIDARTE	  	ERASMO ESQUIVEL PRIETO	  	PAu 2-647-022	

	 	Page 6	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
NO LA CONOZCO	  	JULIO CESAR CAPANO	  	PAu-2-409-728	
NO LLORARE POR TI	  	BRIGIDO RAMIREZ SANCHEZ	  	PA 1 -087-852	
NO ME ARREPIENTO	  	JORGE GUIRO BORREGO	  	PAU 2-696-586	
NO ME DEJES NUNCA, NUNCA	  	JUAN CARLOS ABARA HALABI	  	PAu 2-464-333	
NO ME DEJES NUNCA, NUNCA(POPURRI)	  	JUAN CARLOS ABARA HALABI	  	PAu 2-464-333	
NO ME DIGAN QUE NO	  	EDGAR AMILKAR CERVERA \ LEOPOLDO RAMIREZ URIAS	  	PAU 2-427-142	
NO ME DUELE SER POBRE	  	LUIS ARMANDO SANCHEZ VALLES	  	PAu 2-515-001	
NO ME METAS LA MULA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
NO MIENTAS MAS	  	KEITH NIETO	  	PA 1-147-268	
NO POD RE NUNCA OLVIDARTE	  	ENRIQUE AGUI#IGA	  	PAU 2-424-899	
NO PUEDO VIVIR SIN TI	  	JOSE MARTIN CHAVEZ	  	pau 2-641-164	
NO QUIERO PERDERTE	  	ALFREDO GUEVARA CEBALLOS	  	PAu 2-647-056	
NO QUIERO QUE ME VEAS LLORAR	  	GABRIEL GARCIA (BMI)	  	pau 2-641-159	
NO QUIERO SUFRIR POR TI	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
NO REGRESES	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
NO SERA FACIL	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-807	
NO SUFRAS MAS	  	FRANCISCO MORALES	  	PA-1-343-956	
NO TE ENGRANDEZCAS CARIÑO	  	DANIEL ESQUIVEL (BMI)	  	PAU 2-424-901	
NO TE HE DEJADO DE AMAR	  	WILLIAM ERIC WATSON BLANCO	  	PAu 2-464-352	
NO TE NIEGUES	  	RAUL GONZALEZ	  	PA 1-101-269	
NO TE PREOCUPES POR MI	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA 1-217-324	
NO TE VAYAS	  	JORGE GUIRO BORREGO	  	PA-1-287-320	
NO TENGO MIEDO A SEGUIR	  	ESTHER CASTRO	  	PA-1-121-359	
NO VOLVERE A LLORAR	  	NOE MARICHALAR	  	PAu 2-647-028	
NO, NO, NO	  	GAVINO GUERRERO	  	PA 847-226	
NOBLE VIEJO	  	RAUL HERNANDEZ	  	PAU 2-677-353	
NOCHE	  	JULIO CESAR CAPANO	  	PAu-2-409-728	
NOCHE	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
NOSTALGIA	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
NUESTRO AMOR ES PRIMERO	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
NUNCA IMAGINE	  	PAUL ALONSO URIAS CAMACHO	  	PAu 2-647-066	
NUNCA MAS LA VI	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
OFRENDA	  	RAMON VEGA CUAMEA	  	PAu2-701-198	
OH LA LA LA *	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
OLVIDA ESA MUJER	  	LUIS EMILIO RODRIGUEZ ANDUJAR	  	PAU 2-427-124	
ORALE QUIUBOLE	  	RICARDO DIOSDADO ROSALES	  	PAU 2-427-005	
ORGULLO MEXICANO	  	RIGOBERTO ALVARADO	  	PAu 2-642-484	
OTRA NOCHE SIN TI	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-927	
OTRA VEZ	  	MARIA LUISA G. RAMIREZ	  	PA 1-108-193	
OTRA VEZ	  	CARLOS PE#A	  	PAu 2-582-228	
OYE BOHEMIO	  	ERNESTO MORENO BAILON	  	pau 2-637-784	
PA’ LOS SALCEROS	  	CARLOS ARTURO ARANGO Nl#0	  	PAU 2-682-695	
PARA QUE TE HIZE CASO	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA 1-108-202	
PARA SIEMPRE NOVIOS	  	GABRIEL GARCIA (BMI)	  	PAu 2-641-447	
PARA TODAS LAS CHACHITAS	  	ARTEMIO PE#A	  	PAu 2-642-483	
PARA UNA GRAN MUJER	  	JOSE MARTIN CHAVEZ	  	PA 1-101-224	
PARATE Y BAILA *	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
PEDACITO DE ANGEL	  	CARLOS GUILLEN CAMPOS	  	PAU 2-429-289	
PEDRO EL CANTOR	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-641-166	
PEGADITO	  	LUIS EMILIO RODRIGUEZ ANDUJAR	  	PAU 2-427-116	
PEOR QUE UN INFIERNO	  	NOE MARICHALAR	  	PAu 2-647-028	
PERDONAME	  	ELIEZER QUEZADA MORENO	  	PAu 2-582-232	
PERMITEME RECONQUISTAR TU AMOR	  	MARIO SOTELO	  	PA 1-087-832	
PERO NO ME QUIERES	  	JUAN CARLOS ABARA HALABI	  	PAu 2-582-224	
PLENA CHOCOLATERA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
POBRE DE EL	  	JORGE GUIRO BORREGO	  	TX-4-286-958	
POBRE DE MI	  	JOSE MARTIN CHAVEZ	  	pau 2-641-164	
POEMA DE AMOR	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-030	
POEMA DE AMOR	  	JUAN FERNANDO SCHIANTARELLI \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-029	
POEMA DE LA CULPA	  	JOSE ANGEL BOEZA \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-029	
POEMA DE LA DESPEDIDA	  	MIGUEL ANGEL PROVENZANO \ JOSE ANGEL BOEZA	  	PA 1-208-598	
POEMA DEL RENUNCIAMIENTO	  	JOSE ANGEL BOEZA \ MIGUEL ANGEL PROVENZANO	  	PA 847-138	
POR AMOR AMI PUEBLO	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PAu2-701-185	
POR AQUELLA	  	FILADELFO REVELES GARCIA	  	PA 1-101-265	
POR CONFIAR EN TI	  	GERARDO URIAS GUTIERREZ	  	PAU 2-464-357	
POR ELLAS	  	CARLOS PE#A	  	PAu 2-429-301	
POR ESO VINE	  	MOISES RODRIGUEZ	  	PAu 2-582-202	
POR FAVOR	  	LEOPOLDO AMEZCUA MEDINA	  	PA 1-101-280	
POR NO LLAMARTE	  	DANIEL ESQUIVEL (BMI)	  	PAu 2-609-463	
POR POBRE	  	JAVIER RIVERA	  	PAu 2-647-053	
POR QUE	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
POR TU ADIOS	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-515-003	
POR UN ERROR	  	ANTONIO ALATORRE	  	PA 1-108-192	
POR UN MINUTO DE TU AMOR	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-133-110	

	 	Page 7	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
POR UN SEGUNDO	  	MIGUEL ANGEL AREVALO \ JUAN ALFONSO FLORES	  	PA 1-108-198	
POR VOLVERTE A VER	  	NESTOR DANIEL HOYER	  	PAu 2-641-612	
PORQUE DEVERAS TE QUIERO	  	HECTOR N. FREGOSO	  	PAu 2-426-999	
PORQUE DEVERAS TE QUIERO	  	HECTOR N. FREGOSO	  	PA 687-665	
PORQUE SE FUE	  	OCTAVIO PILLADO	  	pau 2-641-160	
PORQUE TE ABANDONE	  	JOSE ALFREDO BONIFAZ	  	PAu 2-720-436	
PORQUE TU ERES	  	RAFAEL RUBIO	  	PAu 2-647-062	
POTRO BANDIDO	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA 847-178	
PRECIOSA CHIQUILLA	  	GABRIEL GARCIA (BMI)	  	PAu 2-653-260	
PRISIONERO DE TU AMOR	  	GUSTAVO ANIBAL AVIGLIANO	  	PAu 2-547-195	
PRUEBA DE AMOR	  	MANUEL HOMERO VELA RAMOS	  	PAu 2-637-788	
PUEBLO TRISTE	  	JOSE ISABEL RIOS AGUILAR	  	PA 1-146-911	
QUE BONITA CHAPARRITA (CHAPARRITA DE MI’	  	JAVIER RIVERA	  	PAu-2-647-053	
QUE BONITA ERES	  	GABRIEL GARCIA (BMI)	  	PA-609-366	
QUE BONITA MUJER	  	PABLO SANCHEZ SIGALA	  	PAU 2-682-820	
QUE BONITO AMOR	  	RAUL HERNANDEZ	  	PA 1-101-274	
QUE BONITO ES EL AMOR	  	DANIEL ESQUIVEL (BMI)	  	PAU 2-424-901	
QUE DARIA	  	MANUEL ARCE ROSA	  	PAu 2-693-161	
QUE DIFICIL ES	  	ANTONIO ALATORRE \ ALEJANDRO MARTINEZ	  	pau 2-641-163	
QUE DIFICIL ES	  	ANTONIO ALATORRE \ ALEJANDRO MARTINEZ	  	PA 1-108-200	
QUE FUE LO QUE PASO	  	CARLOS PE#A	  	PAU 2-429-301	
QUE GANO CON LLORAR	  	CARLOS PE#A	  	PAU 2-429-301	
QUE LEJOS SE QUEDO	  	MARIA LUISA G. RAMIREZ	  	PA 1-108-193	
QUE LEVANTE LA MANO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAU 2-686-750	
QUE LOCURA DE MUJER	  	MARIA C. BASS \ RICARDO CASTILLON \ ALEJANDRO MIGUEL VEZZANI LIENDO \ AL	  	PA 1-204-095	
QUE MANERA DE QUERER	  	JESUS ANIBAL DIAZ	  	PA 1-133-106	
QUE ME HICISTE (QUE ME HAS HECHO)	  	MIGUEL ANGEL MENNA	  	PAu 2-555-164	
QUE NADIE SE META (SI ME VEN LLORANDO)	  	JAIME VELASQUEZ AGUILAR	  	PA-1-347-490	
QUE PASO *	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
QUE RISA ME DA	  	LUIS EMILIO RODRIGUEZ ANDUJAR	  	PAu2-701-195	
QUE SERA LO QUE ME DAS	  	MARIA LUISA G. RAMIREZ	  	PA 1-108-204	
QUE TODO MEXICO SE ENTERE	  	ENRIQUE FRANCO AGUILAR	  	PAU 2-464-351	
QUERIDO LADRON	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-637-787	
QUIEN	  	JOSE ALFREDO BONIFAZ	  	PAu 2-720-436	
QUIEN	  	JORGE PE#A	  	PA-1-343-958	
QUIERES BAILAR *	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
QUIERO SEGUIR LLORANDO	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
QUIERO TENERTE	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
QUINCEAÑERA	  	DANIEL AVILA	  	PAu 2-686-786	
QUIRINO Y ESTRADA	  	RAUL HERNANDEZ	  	PA 847-158	
QUISIERA	  	LUIS ENRIQUE LOPEZ VALENZUELA	  	PAu 2-555-035	
QUISIERA	  	JOSE CARLOS LOPEZ	  	PAu 2-609-464	
RECORDANDOTE	  	MARIO ALVARADO VILLASE#OR	  	PAu 2-464-330	
RECORDANDOTE (POPURRI)	  	MARIO ALVARADO VILLASE#OR	  	PAu 2-464-330	
RECUERDOS NO	  	BRIGIDO RAMIREZ SANCHEZ	  	PAu 2-515-004	
REFLEXIONES	  	DOMINGO RODRIGO OCHOA \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-029	
REFLEXIONES	  	DOMINGO RODRIGO OCHOA \ MIGUEL ANGEL PROVENZANO	  	PAu 2-555-032	
RUGE UGE	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
RULETA RUSA	  	RAFAEL PEREZ BOTIJA GARCIA \ MARIA ENRIQUETA RAMOS NU#EZ	  	PAU 2-677-354	
RUMBO DE BADIRAGUATO	  	RAUL HERNANDEZ	  	PAu2-701-19l	
SABADO A LA NOCHE	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-622-949	
SANTIAGO PAPASQUIARO	  	GABRIEL GARCIA (BMI)	  	pau 2-641-159	
SAÑA	  	MARTIN URIETA SOLANO	  	PAU 2-677-352	
SE ACABO EL ROMANCE	  	JESUS GARCIA IBARRA	  	PAu 2-647-051	
SE GOLONDRINA	  	MARTIN URIETA SOLANO	  	PAu 2-642-434	
SE ME NOTAN TUS BESOS	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PAU 2-464-329	
SE ME NOTAN TUS BESOS (BALLAD)	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PAU 2-464-329	
SE ME QUITO LO TONTO	  	JESUS ARMENTA	  	PAu 2-641-442	
SE QUE SUFRES	  	RAFAEL RUBIO	  	PAU 2-677-351	
SE QUE TE CONOZCO	  	CHRISTIAN RODRIGO PUGA \ MAXIMO PERA RENAULT	  	PA 1-108-201	
SEAMOS SINCEROS	  	MANUEL MORALES	  	PAu 2-609-466	
SENTIMIENTO Y TRAICION	  	LAURO GONZALEZ	  	PA 953-949	
SERAN SUS OJOS	  	OMAR TRINIDAD VELA RAMOS	  	PA 1-098-461	
SEÑOR DEL UNIVERSO	  	CANDELARIO FRIAS ARECHIGA	  	PA 847-159	
SI AL FINAL TE VAS	  	OTONIEL SALDA#A	  	PAu 2-647-052	
SI FUERA AMOR	  	CARLOS AGUILAR JR.	  	PAU 2-682-831	
SI JURAS REGRESAR	  	MARIA ENRIQUETA RAMOS NU#EZ \ RAFAEL PEREZ BOTIJA GARCIA	  	PAU 2-697-615	
SI ME TOCAS TIEMBLO	  	RAFAEL RUBIO	  	PAU 2-677-351	
SI NO ES AHORA	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-622-949	
SI NO ESTAS AQUI	  	ARTEMIO FERNANDEZ	  	PAU 2-682-818	
SI QUIERES SER MI MUJER	  	EMILIO CARRILLO MU#OZ	  	PAu 2-637-786	
SI SE PUEDE	  	ENRIQUE FRANCO AGUILAR	  	PAu 2-515-007	
SI SE PUEDE	  	ISMAEL GALLEGOS \ FEDERICO EHRLICH	  	PA 1-087-833	
SI SE PUEDE ( VERSION NORTEÑA)	  	FEDERICO EHRLICH \ ISMAEL GALLEGOS	  	PA 1-087-833	

	 	Page 8	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
SI SE PUEDE (VERSION BANDA)	  	ISMAEL GALLEGOS \ FEDERICO EHRLICH	  	PA 1-087-833	
SI SUFRO UNA PENA	  	ALDO SARABIA	  	PAu 2-555-031	
SI SUPIERAS	  	RAQUEL VELAZQUEZ	  	PA 702-230	
SI TE QUIERES IR	  	ZACARIAS GUMS JAVALERA	  	PA 1-101-200	
SI TU ME LLAMAS	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-807	
SI YO PUDIERA	  	CARLOS ARTURO ARANGO NI#O	  	PAU 2-429-298	
SIEMPRE A TU LADO	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO\ JOSE JAV	  	PAU 2-681-731	
SIEMPRE CONTIGO	  	MARIA ENRIQUETA RAMOS NU#EZ \ RAFAEL PEREZ BOTIJA GARCIA	  	PA 744-812	
SIENTO QUE TE QUIERO	  	GABRIEL GARCIA (BMI)	  	PA 1-101-220	
SIN EL	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-637-787	
SIN ELLA	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
SIRENA	  	RAFAEL PEREZ BOTIJA GARCIA \ MARIA ENRIQUETA RAMOS NU#EZ	  	PAU 2-677-354	
SOLEDAD	  	ERNESTO MORENO BAILON	  	pau 2-637-784	
SOLO RECUERDOS	  	LEOPOLDO RAMIREZ URIAS	  	PAu 2-693-159	
SON COSAS DE LA VIDA	  	CARLOS RIVAS LARRAURI \ MIGUEL ANGEL PROVENZANO	  	PA 847-138	
SON TRADICIONAL	  	ORLANDO LOPEZ	  	PA-1-343-965	
SOY COMO TU	  	JUAN PABLO MURILLO	  	PA 1-108-194	
SOY DEL PUEBLITO	  	PEDRO SAMANIEGO	  	PAu2-701-184	
SU ESPIRITU EN MI	  	HERIBERTO HERNANDEZ	  	PAu 2-603-020	
SUBELO	  	RAMON GARRIGA ZIMMERMANN \ JOSE JAVIER PUERTA \ FRANCISCO J. FERNAND	  	PAu 2-622-948	
SUBLIME AMOR (ARR)	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PA 1-101-263	
SUERTE	  	SOCRATES BUSTAMANTE VELA	  	PAu 2-555-027	
SUEÑO CONTIGO	  	BRIGIDO RAMIREZ SANCHEZ	  	PAU 2-682-819	
SUEÑO DE AMOR	  	GUADALUPE LEVARIO SALAZAR	  	PAu2-603-050	
SUFRO MUCHO	  	JAVIER ZAZUETA LARRA#AGA \ LEONEL ENRIQUE URIAS CAMACHO	  	PAu 2-460-930	
SUFRO TU AUSENCIA	  	JAIME VELASQUEZ AGUILAR	  	PAu 2-647-065	
TAMBIEN SOÑE	  	PEDRO RIOS PAULINO	  	PAU2-701-187	
TAN SOLO MENTIRAS	  	MARIO ALVARADO VILLASE#OR	  	PAu 2-582-244	
TE AMARE AHORA Y SIEMPRE	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
TE DI	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
TE ESPERARE TODA LA VIDA	  	BEATRIZ TERESA TOLOUSE	  	PAU 2-429-299	
TE ESTOY QUERIENDO	  	ALVARO CORRAL	  	PA 1-247-064	
TE QUEDA GRANDE	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
TE QUIERO HASTA MORIR	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
TE QUIERO TANTO	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-681-732	
TE QUIERO, TE AMO Y TE DESEO	  	VICTOR EDUARDO ORTIZ OCHOA	  	PAu 2-647-073	
TE SIGO QUERIENDO	  	ADOLFO VALENZUELA	  	PA 1-101-261	
TE SIGO QUERIENDO	  	LUIS HERNANDEZ	  	PAU 2-429-300	
TE VOY A ENAMORAR	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAU 2-686-750	
TE VOY A EXTRAÑAR	  	CARLOS ARTURO ARANGO NI#O	  	PA-1-108-210	
TE VOY A HACER PAGAR	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
TENGO QUE CALLAR MI AMOR	  	GABRIEL GARCIA (BMI)	  	PA-609-459	
TENGO UNA ILUSION	  	CRUZ LIZARRAGA	  	PAu 2-427-000	
TENGO UNA ILUSION (POPURRI)	  	CRUZ LIZARRAGA	  	PAu 2-427-000	
TODA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-927	
TODO SE ACABA	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
TOMA MI CORAZON	  	JOSE MARTIN CHAVEZ	  	pau 2-641-164	
TRABAJOS PROHIBIDOS	  	CARLOS GUILLEN CAMPOS	  	PAU 2-677-349	
TRANSFERENCIA	  	JULIO CESAR CAPANO	  	PAu-2-409-728	
TRAPECISTA	  	MARIA ENRIQUETA RAMOS NU#EZ \ RAFAEL PEREZ BOTIJA GARCIA	  	PAu 2-693-164	
TRES CAIDAS	  	RAFAEL RUBIO	  	PAu 2-647-062	
TRISTE ADIOS	  	LIBERTH ACOSTA	  	PAu 2-647-049	
TRISTE ADIOS	  	NESTOR DANIEL HOYER	  	PAu 2-641-612	
TRISTE AMANECER	  	RODRIGO CARRILLO	  	PAu 2-647-023	
TRISTEZA	  	GERARDO MAGALLON BAUTISTA \ ERNESTO MORENO BAILON	  	PAu 2-638-195	
TU AMANTE ESCONDIDO	  	DANIEL AVILA	  	PA 1-101-276	
TU CARA PINTADA	  	RAUL HERNANDEZ	  	PA 847-158	
TU LIBERTAD	  	MIGUEL ANGEL NORIEGA	  	PAu 2-701-194	
TU OLVIDO	  	HECTOR N. FREGOSO	  	PA 687-725	
TU PRECIO	  	ERNESTO SOLANO PEREZ	  	PA 1-190-629	
TU PRECIO	  	ERNESTO SOLANO PEREZ	  	PA 701-407	
TU PRINCIPE AZUL	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACOSTA	  	PA 1-147-260	
TU VACIO	  	RAFAEL PEREZ BOTIJA GARCIA \ MARIA ENRIQUETA RAMOS NU#EZ	  	PAu 2-693-152	
TU Y EL	  	FROILAN RAMIREZ MORENO	  	PA-1-343-960	
UKA SHAKA	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
UN ANGEL LLEGO	  	ANSELMO SOLIS	  	PAu 2-609-467	
UN HIJO EN JUNIO	  	ARTURO GARCIA IBARRA \ JESUS GARCIA IBARRA	  	PAU 2-464-431	
UN INDIO LLORA POR AHI	  	NESTOR DANIEL HOYER	  	PAu 2-641-612	
UN MOTIVO	  	DANIEL ESQUIVEL (BMI)	  	PAU 2-515-005	
UN MOTIVO	  	DANIEL ESQUIVEL (BMI)	  	PAU 2-682-816	
UN NUEVO AMOR	  	JORGE GUIRO BORREGO	  	PA 1-108-197	
UN PUEBLITO DE TEXAS	  	ENRIQUE FRANCO AGUILAR	  	PAU 2-689-238	
UN REGALO DEL CIELO	  	LEONEL ENRIQUE URIAS CAMACHO	  	PAu 2-647-068	
UN SOLO CORAZON	  	RICARDO DIOSDADO ROSALES	  	PA 847-169	

	 	Page 9	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
UN TRAGO A TU SALUD	  	RAUL HERNANDEZ	  	PA 847-158	
UNA COPA MAS	  	CARLOS GUILLEN CAMPOS	  	PAU 2-429-289	
UNA MAS EN MI VIDA	  	MANUEL MORALES	  	PAu 2-555-028	
UNA MUJER COMO TU	  	GUSTAVO MORALES	  	PAu 2-609-447	
VAMOS BIEN	  	CHRISTIAN RODRIGO PUGA	  	PA 1-108-195	
VANIDOSA	  	JUAN FRANCISCO RAMIREZ GUILLEN	  	PA 1-108-208	
VEN A LA FIESTA	  	RAMON GARRIGA ZIMMERMANN \ FRANCISCO J. FERNANDEZ MADERO \ JOSE JAV	  	PAU 2-681-731	
VEN CONMIGO	  	RAMON RODRIGUEZ	  	PA 811-273	
VENGO A TI	  	JESUS ANTONIO VALENZUELA VEGA (ANTONIO DE JESUS)	  	PAU 2-682-697	
VERDAD QUE NO ENCONTRASTE	  	JOSE LUIS AYALA	  	PA-1-343-964	
VESTIDO NUEVO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PAu 2-460-933	
VIDA	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-807	
VIENDOLO BIEN	  	JOSE MANUEL CONTRERAS MARROQUIN	  	PA 847-160	
VIVIR POR AMOR	  	ALBERTO CROSTWHAYTT MOZO	  	PAu 2-460-934	
VIVIR SIN TU AMOR	  	GUSTAVO ANIBAL AVIGLIANO	  	PAu 2-647-072	
VOLVER A EMPEZAR	  	ROGELIO MARTINEZ	  	PAu 2-642-436	
VOLVERAS	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACOSTA	  	PA 1-147-260	
VOLVERAS	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-133-110	
VOY A CRUZAR LA FRONTERA	  	SERGIO RODRIGUEZ SARMIENTO	  	PA 1-101-271	
VOY A PROBAR MI INOCENCIA	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-807	
VUELA	  	FRANCISCO JAVIER GUTIERREZ	  	PAu 2-693-165	
VUELA EL TIEMPO	  	CARLOS AGUILAR JR.	  	PAU 2-682-831	
VUELVE A CASA	  	RAFAEL ARMANDO VIDALON	  	PAU 2-682-817	
Y COMO FUE	  	FRANCISCO JAVIER SANTOS CORTES	  	PA 847-170	
Y DONDE TE HALLARE	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
Y LA QUIERO, LA QUIERO	  	MARIO ALVARADO VILLASE#OR	  	PAu 2-647-048	
Y LLORAS	  	JUAN PABLO MURILLO	  	PAu 2-603-051	
Y MI CORAZON	  	JOSE MARTIN GERARDO IBARRA	  	PA 1-109-795	
Y QUIEN SOY YO	  	JESUS GARCIA IBARRA	  	PAu 2-464-356	
Y TE AMARE	  	KEITH NIETO \ LEOPOLDO RAMIREZ URIAS	  	PAu 2-429-291	
Y VOLVERE	  	VICTOR RAMCES DUARTE VILLA	  	PA-1-343-955	
Y YO SOLO SE QUERER	  	JULIA ZULEMA CORREA SANCHEZ	  	PAu 2-642-485	
Y YO SOY ESE	  	JOSE ALFREDO BONIFAZ	  	PAu 2-720-436	
Y YO TE SIGO AMANDO	  	BERNARDO ELOY URIAS CAMACHO	  	PAu 2-424-900	
YA ME VOY	  	SAMUEL HERNANDEZ	  	PAu 2-647-050	
YA NO ESTAS CONMIGO	  	JOSE MARTIN CHAVEZ	  	PAu 2-641-164	
YA NO PARES	  	ALEJANDRO JASA \ JUAN CARLOS CACERES \ EDUARDO BRITOS	  	PAu 2-644-821	
YA NO QUIERO LLORAR	  	CARLOS PE#A	  	PAu 2-429-301	
YA NO QUIERO NI PENSAR (YO NO QUIERO NI PI	  	KEITH NIETO	  	PA 1-098-462	
YA SE FUE	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
YA TE OLVIDE	  	JESUS ARMENTA	  	PA 847-167	
YA TENGO MI VIDA	  	GUADALUPE YUNUEN	  	PA 1-133-103	
YA VERAS	  	FELIPE VALENTIN	  	PA 1-108-191	
YO NECESITO DE TI	  	BEATRIZ TERESA TOLOUSE	  	PAu 2-429-299	
YO NO ME COMPARTI	  	MARTIN URIETA SOLANO	  	PAu 2-677-352	
YO POR TI	  	MARIO SOTELO	  	PA 1-087-832	
YO QUIERO QUE REGRESES	  	JOSE ALFREDO BONIFAZ	  	PAu 2-720-436	
YO QUISIERA SABER	  	ROGELIO DIAZ	  	PA 1-085-001	
YO SE QUE ME QUIERES (ME QUIERES, ME QUIL	  	CESAREO GUTIERREZ	  	PAu 2-647-070	
YO TE QUIERO TODAVIA	  	JOSE MARTIN CHAVEZ	  	PA 1-108-196	
YO TE QUIERO TODAVIA	  	HECTOR N. FREGOSO	  	PAu 2-426-999	
YO TE QUIERO TODAVIA	  	HECTOR N. FREGOSO	  	PA 687-786	
ZAPATITOS	  	ELIEZER QUEZADA MORENO	  	PAu 2-582-232	

	 	Page 10	 	FONOMUSIC	

					
Song	  	Author	  	Register Id	
ADIOS PRINCESA	  	GONZALO RIVERA YA#EZ	  	PAu 2-425-788	
AEROPUERTO FRONTERIZO	  	OMAR VALENZUELA	  	PAu 2-632-964	
ALEGRE Y PARRANDERO	  	SERGIO CAZAREZ RUIZ	  	PAU-2-425-794	
AMANDOTE	  	ADOLFO SALAZAR	  	PAu 2-633-232	
AMOR DE CRISTAL	  	SERGIO CAZAREZ RUIZ	  	PAU 2-425-794	
AMOR MIO	  	JUAN GALINDO	  	PAu 2-916-414	
AMOR QUIERO PREGUNTARTE	  	SERGIO CAZAREZ RUIZ	  	PAU 2-503-905	
AQUEL AMOR BONITO	  	SEBASTIAN MARTINEZ	  	PAU 2-503-906	
CANCION DE LA QUE BUENA	  	JOSE GARZA	  	PAU 2-627-423	
CARABEL COLOMBIANO	  	SADI ABID MONTOYA	  	PA-1-347-487	
CARGAMENTO DEL CHIVERO	  	JESSIE MORALES	  	PAu 2-633-235	
COMO NO EXTRAÑARTE	  	CATARINO LAZCANO SERRANO	  	PAu 2-607-492	
COMO TE PODRE OLVIDAR	  	SALVADOR ARTEAGA	  	PAu 2-503-894	
CON NADA LES PAGO	  	SEBASTIAN MARTINEZ	  	PAu 2-503-906	
CORAZON COBARDE	  	ADOLFO VALENZUELA	  	PAu 2-633-230	
CORPORACION FEDERAL	  	SERGIO CAZAREZ RUIZ	  	PAU 2-425-794	
CUNA DE GRANDES	  	SERGIO CAZAREZ RUIZ \ URIEL CONDE	  	PAu 633-231	
DISCULPENME	  	MIRIAM N. GODINEZ \ LEOPOLDO RAMIREZ URIAS	  	PAu 2-607-491	
DONDE TE ENCUENTRAS	  	JUAN GALINDO	  	PAu 2-916-414	
EL AMANECIDO	  	SERGIO CAZAREZ RUIZ	  	PAu 2-503-899	
EL CARRIL DE LA SAUCEDA	  	EDUARDO LEON \ SERGIO CAZAREZ RUIZ	  	PAu 2-425-787	
EL CARTEL CHICO	  	RAMON VALLE	  	PAu 2-633-233	
EL COMPA ROMAN	  	SERGIO CAZAREZ RUIZ	  	PA-1-314-227	
EL CULEBRA	  	SERGIO CAZAREZ RUIZ	  	PAu 2-425-794	
EL DINERO ES MUY BONITO	  	SERGIO CAZAREZ RUIZ	  	PAu 2-425-794	
EL ENCABRONADO	  	SERGIO CAZAREZ RUIZ \ EDUARDO LEON	  	PAu 2-425-783	
EL LLANTO DE MIS BOLAS	  	LUIS ENRIQUE PAYAN	  	PAu 2-633-240	
EL MERO CABRON	  	JOAQUIN MARTINEZ H.	  	PAu 2-633-248	
EL PLANTON	  	SERGIO CAZAREZ RUIZ \ URIEL CONDE	  	PAU 2-503-915	
EL REFUGIO DE MIS PENAS	  	EDUARDO LEON	  	PAu 2-515-000	
EL REPARTIDOR	  	EDUARDO LEON	  	PAu 2-425-785	
EL SEÑOR DE LA SIERRA	  	SADI ABID MONTOYA	  	PA-1-343-967	
EN EL CENTRO DE TU CAMA	  	JUAN GALINDO	  	PAu 2-916-414	
ENAMORATE DE Ml	  	ADOLFO SALAZAR	  	PAu 2-633-232	
ENTRE NORTEÑO Y BANDA	  	ADAN SANTOS SANCHEZ VALLEJO	  	PA-1-320-486	
ENTRE PENA Y LLANTO	  	CATARINO LAZCANO SERRANO	  	PA 1-102-315	
ERES TU	  	SANDY CALDERA	  	PAu 2-633-247	
ESTOY ENAMORADO	  	JUAN GALINDO	  	PAu 2-916-414	
FIESTA APACHE	  	JUAN MANUEL PLACENCIA	  	PAu 2-503-913	
ILUSION PASAJERA (TRISTEZA PASAJERA)	  	MIRIAM N. GODINEZ	  	PAu 2-503-879	
INTELIGENCIA MICHOACANA	  	JUAN GALINDO	  	PAu 2-916-414	
LA CABRONA	  	OMAR VALENZUELA \ EDUARDO LEON	  	PA 1-223-581	
LA CAJA PLATEADA	  	JOSE ROBLES \ RICARDO RENTERIA	  	PAu 2-503-902	
LA CASPITA DEL DIABLO (LA CASPA DEL DIABLO)	  	SERGIO CAZAREZ RUIZ	  	PA 1-286-701	
LA CHANGADA	  	SERGIO CAZAREZ RUIZ	  	PAU 2-503-888	
LA COCINA MICHOACANA	  	SERGIO CAZAREZ RUIZ \ URIEL CONDE	  	PAu 2-503-915	
LA MORENITA	  	SERGIO CAZAREZ RUIZ	  	PAu 2-503-888	
LA PLEBADA	  	SERGIO CAZAREZ RUIZ	  	PAu 2-503-888	
LA ULTIMA BOTELLA	  	SERGIO CAZAREZ RUIZ	  	PA-1-315-454	
LAS FRONTERAS	  	URIEL CONDE \ SERGIO CAZAREZ RUIZ	  	PAU 2-503-911	
LAS FRONTERAS	  	URIEL CONDE \ SERGIO CAZAREZ RUIZ	  	pau-2-451-559	
LAZARO EL SIERREÑO	  	JOAQUIN MARTINEZ, JR.	  	PA-1-315-455	
LETRAS BORRADAS	  	JUAN MANUEL PLACENCIA	  	PAU 2-503-909	
LOS AGUACATEROS	  	JOAQUIN MARTINEZ, JR.	  	PA 1-102-314	
LOS BAJADORES	  	SERGIO CAZAREZ RUIZ	  	PAu 2-425-783	
LOS CHINGADAZOS (LOS TISNADAZOS)	  	RICARDO RENTERIA \ JOSE ROBLES	  	PAu 2-633-245	
LOS COMPAS DE LA MAFIA	  	SERGIO CAZAREZ RUIZ	  	PAu 2-503-888	
Ml CORAZON Y YO	  	JUAN GALINDO	  	PAu 2-916-414	
Ml INSPIRACION ERES TU	  	JUAN GALINDO	  	PAu 2-916-414	
Ml ULTIMA VOLUNTAD	  	GONZALO RIVERA YA#EZ	  	PAu 2-425-782	
Ml ULTIMO DESEO	  	SERGIO CAZAREZ RUIZ	  	PA 1-286-701	
NI UN MINUTO MAS	  	MIRIAM N. GODINEZ	  	PAu 2-633-244	
NIDO DE CULEBRAS	  	SERGIO CAZAREZ RUIZ	  	PAu 2-503-888	
NO PODRE AMAR JAMAS	  	SALVADOR ARTEAGA	  	PAu 2-503-894	
NO QUIERO VERTE LLORANDO (AUNQUE ME VENG	  	SERGIO CAZAREZ RUIZ	  	PAu 2-425-794	
NO SIENTES NADA (YA NO SIENTES NADA)	  	JOSE LOPEZ	  	PAu 2-633-242	
OBSECIONADO DE TI	  	JUAN GALINDO	  	PAu 2-916-414	
PA’ DONDE GANO EL VENADO	  	SERGIO CAZAREZ RUIZ	  	PAu 2-633-243	
PABLITO SALAZAR (PABLO SALAZAR)	  	ROSALINO SANCHEZ	  	PA-1-344-850	
PEDRO Y EL SARGENTO	  	SERGIO CAZAREZ RUIZ	  	PAu 2-503-888	
PERDONAME	  	SANDY CALDERA	  	PAu 2-633-247	

	 	Page 11	 	MUSIDEAS	

					
Song	  	Author	  	Register Id	
POR UN POCO DE AMOR (POR UN POCO DE TU AMO	  	SERGIO CAZAREZ RUIZ	  	PAu 2-607-485	
PORQUE	  	NORA PLACENCIA	  	PAu 2-633-241	
PORQUE SI TE AMO	  	ADOLFO SALAZAR	  	PAu 2-425-780	
PRODUCTO DE GALLINA	  	RAFAEL BAUTISTA	  	PAu 2-503-900	
PUEBLOS OLVIDADOS	  	SALVADOR ARTEAGA	  	PAu 2-607-490	
PUNTO FINAL	  	RAMON ARROYO VACA	  	PAu 2-633-237	
QUE LASTIMA	  	JESUS ROMAN	  	PAu 2-425-784	
QUE ME ENTIERREN EN EL POTRERO (ENTIERREN	  	FLORENTINO PALOMARES	  	PAu 2-633-239	
RAZON DE VIVIR	  	NORA PLACENCIA	  	PAU 2-503-895	
SE ACABO Ml PACIENCIA	  	OCTAVIO VILLA	  	PAu 2-503-892	
SI LOS CAMINOS HABLARAN	  	SERGIO CAZAREZ RUIZ \ EDUARDO LEON	  	PAu 2-432-433	
SI TE LLEGO A PERDER	  	SALVADOR ARTEAGA	  	PAu 2-503-894	
SIGO BUSCANDOTE	  	ADOLFO SALAZAR	  	PAu 2-425-780	
SIN PELOS EN LA LENGUA	  	MARCO A. ZAMORA	  	PAu 2-503-893	
TE OLVIDO Ml CORAZON	  	NORA PLACENCIA	  	PAu 2-503-890	
TU REGALO SE QUEDO EN EL ARBOLITO	  	EDUARDO LEON	  	PAu 2-425-787	
TU Y YO	  	PAQUITO FELIX	  	PAu 2-607-483	
UNA COPA Y UN RETRATO	  	MIRIAM N. GODINEZ	  	PAu 2-515-008	
Y LE QUIERO DECIR	  	SALVADOR ARTEAGA	  	PAu 2-503-894	
YA NO LLORES AMOR	  	ARMANDO ARANDA	  	PAu 2-633-236	
YA PAGASTE TU TRAICION	  	JUAN GALINDO	  	PAu 2-916-414	

	 	Page 12	 	MUSIDEAS	

					
Song	  	Author	  	Register Id	
A Ml RAZA JALADORA (LA RAZA JALADORA)	  	MAXIMINO CHAVEZ	  	PA 1-197-455	
A QUIEN	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA-1-348-855	
ABRO LAS ALAS	  	WILSON RAMON TORRES ZAPATA	  	PA-1-347-952	
AHORA QUE	  	IVORY AGUILERA	  	PA 1-302-591	
AHORA VETE	  	DANNY MEJIA	  	PA-1-340-294	
AHORA VETE	  	ALTAGRACIA UGALDE MOTTA	  	PAu 2-515-002	
ALAS ROTAS	  	ELIZEO LOPEZ	  	PA-1-319-081	
ALEJATE	  	CARLOS GUADALUPE MENDEZ SOLORZANO \ AGUSTIN ZAVA	  	PA 1-245-421	
ALGUIEN COMO TU	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
AMIGA	  	LORENZO ZAVALETA	  	PA 1-147-267	
AMIGAS Y RIVALES	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-208-237	
AMIGOS DE TIEMPOS	  	JESUS JAIME ZAZUETA PALAZUELOS	  	PA-1-343-222	
AMIGOS Y NADA MAS	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
AMOR CON AMOR SE PAGA	  	JUAN MONDRAGON	  	PA-1-315-499	
AMOR DE DOS	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-308-902	
AMOR DE TRES	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-208-237	
AMOR DESTROZADO	  	DANNY MEJIA \ STEVEN TEJADA	  	PA-1-340-293	
AMOR EN AGONIA	  	EMILIO CARRILLO MU#OZ	  	PA 1-153-229	
AMORES QUE ENGAÑAN	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-262-390	
ANALIZANDO	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
ANGEL REBELDE	  	ALEJANDRO ENRIQUE CAMPOS ACU#A \ ABEL G. IBARRA	  	PA 1-263-317	
ANGEL REBELDE “VERSION NORTEÑA”	  	ABEL G. IBARRA \ ALEJANDRO ENRIQUE CAMPOS ACU#A	  	PA 1-263-317	
ANGEL REBELDE ‘‘VERSION TELENOVELA”	  	ABEL G. IBARRA \ ALEJANDRO ENRIQUE CAMPOS ACU#A	  	PA 1-263-317	
AQUEL	  	JOAQUIN ROBERTO HERNANDEZ DE LA CRUZ	  	PA 1-150-157	
AUNQUE ME DUELA EL CORAZON	  	GUSTAVO MORALES	  	PA 1-298-479	
AUNQUE NO ESTEMOS JUNTOS	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-842	
AVE DE PASO	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
BACK IT UP	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
BAILA	  	MIGUEL ANGEL SANCHEZ BUSTAMANTE	  	PA 1-133-112	
BAILANDO	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-344-807	
BASTA JURARLO POR DIOS	  	JAIME VARELA	  	PA-1-314-225	
BAYLALO	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-535	
BESOS DE HIELO	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
BONITA MUJER	  	GUSTAVO ANIBAL AVIGLIANO \ JULIO CESAR BOVEA	  	PA-1-243-865	
BUSCO UNA NENA	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
CALZO GRANDE	  	MAXIMINO CHAVEZ	  	PA-1-344-009	
CANCION DE AMOR	  	IVORY AGUILERA	  	PA 1-302-591	
CARICIAS	  	DANNY MEJIA	  	PA-1-340-294	
CARITA BONITA	  	GUSTAVO MORALES	  	PA-1-314-726	
CHAVO DEL 13	  	JOSE JIMENEZ, JR.	  	PA 1-278-587	
CHICA ATREVIDA	  	JAIME H. BARCELO SOSA \ MIGUEL A. SOTO \ JOMAR COLON	  	PA-1-319-074	
CIEGO	  	CHARLIE LOPEZ \ MICHAEL LOPEZ	  	PA-1-339-543	
CIZAÑA	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-837	
COBARDE	  	LEONARDO FREGOSO HERNANDEZ	  	PA-1-325-331	
COMO ARRANCARTE Ml AMOR	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA-1-348-855	
COMO DUELE	  	JESUS ALFONSO ALDAY HOLGUIN	  	PA-1-327-612	
COMO ESTAS	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
COMO ESTAS (VERSION BALADA)	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
COMO ESTAS (VERSION SALSA)	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
COMO LE DIGO	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
COMO LE DIGO (VERSION BALADA)	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
COMO LE DIGO (VERSION SALSA)	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
COMO LE HARE	  	AGUSTIN CEJUDO MORENO	  	PA-1-327-613	
COMO LLORA LA NIÑA	  	AGUSTIN ZAVALETA	  	PA 1-147-264	
COMO ME GUSTAS	  	ENRIQUE CANDE GARZA	  	PA 1-284-268	
COMO ME GUSTAS	  	ARMANDO TORRES MARTINEZ	  	PA 1-284-268	
COMO TU NINGUNA	  	ERNESTO SANTANA MONTERO \ JONATHAN O’FARRIL MU#OZ	  	PA-1-344-786	
COMO UN JUEGO	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
COMPITA PIRRY	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-343-223	
CON Ml DOLOR	  	FELIPE BARRIENTOS (BMI)	  	PA 1-278-267	
CONTESTAR	  	CHARLIE LOPEZ \ MICHAEL LOPEZ	  	PA-1-339-543	
CORAZON APASIONADO	  	JOSE ALFREDO VIZCARRA PERAZA \ LUIS ENRIQUE PAYAN	  	PA-1-319-080	
CORAZON ENAMORADO (CORAZON ENAMORAO)	  	FELIPE BARRIENTOS (BMI)	  	PA-1-344-784	
CRUZ DE AMOR	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA-1-348-855	
CUANTO VALES	  	JOSE MARTIN PRECIADO URIBE	  	PA 1-269-912	
CUENTALE	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1 -208-237	
DE CARRETA AL OJO	  	MARCOS FLORES PEREZ	  	PA-1-339-409	

	 	Page 13	 	UMP-DIRECT	

					
Song	  	Author	  	Register Id	
DE CHICAGO A LA JOYA	  	EDUARDO RODARTE	  	PA 1-302-407	
DE HOY EN ADELANTE	  	MIGUEL A. SOTO	  	PA-1-319-090	
DE NOCHE Y DE DIA	  	ADAN LOPEZ DAVILA \ ERNESTO CERVANTES ACOSTA \ RICA	  	PA-1-349-370	
DE PASION	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
DEJA QUE EL MAR	  	FRANCISCO JAVIER SOLIS	  	PA 1-199-962	
DEJENME LLORAR	  	HUGO JARAMILLO TINAJERO	  	PA 1-197-453	
DESPACITO POR FAVOR	  	MICHAEL LOPEZ \ CHARLIE LOPEZ	  	PA-1-339-543	
DIFERENCIA	  	ELSIDO MARTINEZ GONZALES	  	PA 1-295-709	
DIME	  	CARLOS DANIEL CARRILLO	  	PA 1-245-423	
DIME SI TE PASA COMO A Ml	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
DISCO	  	ERNESTO SANTANA MONTERO \ JONATHAN O’FARRIL MU#OZ	  	PA-1-344-786	
DOÑA CAROLA	  	SANTOS PALACIOS	  	PA 1-147-266	
DONDE FUE EL AMOR (DONDE ESTA EL AMOR)	  	DANIEL AVILA	  	PA 1-269-474	
DONDE QUIERA QUE ESTES	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS	  	PA-1-344-791	
DOS ABRAZOS	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
DUELE DUELE (DUELE MUCHO)	  	FELIPE BARRIENTOS (BMI)	  	PA-1-278-267	
DURO	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
EL AMOR DE Ml VIDA	  	LUCIO MONDRAGON	  	PA-1-345-883	
EL ANGEL QUE SOÑE	  	WILLIAM ERIC WATSON BLANCO	  	PA-1-321-533	
EL BARBAS	  	PEDRO RAMIREZ CARDENAS	  	PA-1-336-074	
EL CHACALOSO	  	MARIO HUMBERTO MONZON ELENES	  	PA 1-109-794	
EL CHICO	  	MANUEL ARANDA CANALES	  	PA 1-241-689	
EL COCO	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS \ EDDIE	  	PA-1-344-794	
EL COMERCIANTE	  	JESUS PLATA LUCIO	  	PA-1-344-808	
EL CONQUISTADOR	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
EL DE SAN LUIS	  	RAMON MELENDEZ	  	PA-1-1319-088	
EL DIARIO DE Ml VIDA (EL DIARIO DE Ml MIVA)	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
EL DOLOR EN MIS OJOS	  	CARLOS TOURENG	  	PAu-079-194	
EL GUSTO MICHOACANO	  	DONATO CHEDDY TIRADO NATERAS	  	PA-1-336-115	
EL HOMBRE DE TUS SUEÑOS	  	IVORY AGUILERA	  	PA 1-302-591	
EL JUGUETE	  	ALBERTO LUIS KREIMERMAN	  	PA 1-192-417	
EL MERO MERO	  	ALEJANDRO MONDRAGON	  	PA-1-315-500	
EL NIÑO DEL SALVADOR	  	ACIANO ACU#A	  	PA-1-319-083	
EL PARTYZONE	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
EL PROVINCIANO	  	AGUSTIN ZAVALETA	  	PA 1-147-264	
EL REY DE TIERRA CALIENTE	  	PEDRO RAMIREZ CARDENAS	  	PA-1-336-074	
EL SUEÑO DE UN MOJADO	  	ACIANO ACU#A	  	PA-1-345-901	
EL ZACATECANO	  	MANUEL ARANDA CANALES	  	PA 1-241-689	
ELLA SE FUE	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-343-223	
EN CADA BESO	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA-308-902	
EN EL NOMBRE DEL PADRE	  	JOSE LUIS DAVILA (BMI) \ FELIPE BARRIENTOS (BMI)	  	PAu 2-464-350	
EN EL NOMBRE DEL PADRE	  	FELIPE BARRIENTOS (BMI)	  	PAu 2-464-350	
EN LAS MANOS DE DIOS	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-262-390	
EN SOLEDAD	  	RODOLFO RAMIREZ	  	PA-1-319-077	
ENSEÑAME A OLVIDAR	  	MARTHA GALLARDO	  	PA 1-269-914	
ERES	  	JESUS ROMAN	  	PA-1-343-481	
ESE FUI YO	  	STEVEN TEJADA	  	PA-1-340-295	
ESPERAME AHI	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
ESTE LOCO	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
ESTOY A PUNTO DE LLORAR	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 308-902	
FANTASMA	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
FIESTA	  	EUDYS R. BATISTA	  	PA 1-281-352	
FUE SU MIRADA	  	JOSE IGNACIO LOZANO GUTIERREZ	  	PA 1-133-109	
FULANO DE TAL	  	ALVARO MORELLO	  	PA 1-147-263	
GAL PERDONAME	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
GIRO POTOSINO	  	RAMON MELENDEZ	  	PA-1-345-902	
GRAN VOCHITO AZUL	  	CHARLIE LOPEZ \ MICHAEL LOPEZ	  	PA-1-339-543	
GUARACHE DE TRES AGUJEROS	  	CARLOS RAMOS GOMEZ	  	PA-1-321-538	
HA NACIDO UN ANGEL	  	IVORY AGUILERA	  	PA 1-302-591	
HASTA QUE TE LO HUNDA	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-836	
HE PERDIDO UN AMOR	  	FELIPE BARRIENTOS (BMI)	  	PA 1-287-316	
HONEY, I DO	  	DANNY MEJIA	  	PA-1-340-294	
HOY	  	JOSE JIMENEZ, JR.	  	PA 1-278-587	
HOY VUELVO A MAR	  	FERNANDO CISNEROS VELAZQUEZ \ ELIZEO LOPEZ	  	PA-1319-079	
IMAGINATE	  	JAIME VARELA	  	PA-1-314-225	
INFIEL	  	EDEL RICARDO RAMIREZ	  	PA 1-197-493	
INTERLUDE	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	

	 	Page 14	 	UMP-DIRECT	

					
Song	  	Author	  	Register Id	
INTRO	  	IDO ADOLFO YEMS	  	PA-1-344-785	
JAMAS, JAMAS	  	MIGUEL ANGEL TREVI#O SALAS	  	PA 1-297-319	
JUEGO DE CANTINA	  	MANUEL ARANDA CANALES	  	PA 1-241-689	
LA AERONAVE	  	GUSTAVO MORALES	  	PA-1-243-864	
LA CABULLA	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS \ JAVIER	  	PA-1-344-788	
LA CALLE	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
LA CAÑA DE AZUCAR	  	ERNESTO SANTANA MONTERO \ JONATHAN O’FARRIL MU#OZ	  	PA-1-344-793	
LA CARTA	  	IVORY AGUILERA	  	PA 1-302-591	
LA CHICA DE LOS MELONES	  	JAIME VARELA	  	PA-1-314-225	
LA CHICA DE MIS SUEÑOS	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-308-902	
LA FACILITA	  	CHRISTIAN ULISES RANGEL TORRES	  	PA 1-266-302	
LA HERIDA MORTAL	  	KEITH NIETO	  	PAU-2-628-626	
LA HISTORIA MAS LOCA	  	JAIME VARELA	  	PA-1-314-225	
LA MAESTRA	  	RAUL DEL REAL	  	PA-1-343-221	
LA MANGUERA	  	JOSE ANTONIO CORIA ROSALES	  	PA-1-328-378	
LA MANGULINA	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS	  	PA-1-344-787	
LA MAS BONITA	  	LUIS ENRIQUE PAYAN	  	PA-1-319-073	
LA MENONITA	  	RICARDO OBREGON	  	PA 1-269-913	
LA MULA	  	RAFAEL MEDRANO MERAZ	  	PA-1-320-488	
LA PAREJA SIN IGUAL	  	TIRZO CAMACHO PAIZ	  	PA 1-133-104	
LA POLKA REYNA	  	OSCAR URBINA, JR.	  	PA-1319-087	
LA TERNURA DE TU SER	  	CHRISTIAN ULISES RANGEL TORRES	  	PA 1-266-302	
LA TRISTEZA ME LLEGO	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
LA ULTIMA CHELA	  	FERNANDO CISNEROS VELAZQUEZ	  	PA-1-337-436	
LADRON (ES UN LADRON)	  	EDEL RICARDO RAMIREZ	  	PA 1-284-287	
LAGRIMAS AMARGAS	  	ERNESTO-CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA-1-348-855	
LAGRlMAS Y BOTELLAS	  	JESUS PLATA LUCIO	  	PA-1-344-808	
LAS CUATRO PAREDES	  	KEITH NIETO	  	PA-1-319-327	
LLEVAME CONTIGO	  	ALEJANDRO MACIAS	  	PA 1-284-267	
LLORANDO	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
LLORARE MIL VECES	  	JESUS ALFONSO ALDAY HOLGUIN	  	PA-1-327-612	
LO BUSQUE	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-344-807	
LO BUSQUE (NORTEÑA)	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-344-807	
LO QUE ERES PARA Ml	  	EMANUEL CARRILLO OSUNA	  	PA-1-327-561	
LOBO HAMBRIENTO	  	BRENDA M. VELA DE GARCIA \ HOMERO VELA	  	PA-1-320-437	
LOCO POR SU AMOR	  	AGUSTIN ZAVALETA	  	PA 1-147-264	
LOS DUEÑOS DE LA DISCOTECA	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
LOS POBRES VAN AL CIELO	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-308-902	
LOS POLVOS DE Ml RANCHO	  	MANUEL DE JESUS MONTENEGRO HERRERA	  	PA-1-322-252	
LOS VERDADEROS ANORMALES	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-843	
MADRE	  	IVORY AGUILERA	  	PA 1-302-591	
MALDITO AMOR	  	OSCAR ADRIAN MAGA#A	  	PA 1-245-422	
MAÑANA TE VERE	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
MANILA	  	HUMBERTO JUDEX	  	PA-1-348-859	
MASOQUISTA	  	CHRISTIAN RAMOS LOPEZ	  	PA-1-348-854	
ME ACOSTUMBRE	  	CARLOS FELIPE BARRIENTOS RODRIGUEZ	  	PA 1-133-171	
ME ANDO, ME ANDO	  	CARLOS RAMOS GOMEZ	  	PA-1-343-976	
ME CANSE	  	ABEL VENCES	  	PA-1-314-727	
ME DEJASTE SOLO	  	RAMIRO ALFONSO VILLARREAL LOPEZ	  	PA 1-133-114	
ME EMOCIONAS	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
ME GUSTAS	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
ME MUEVE EL PISO	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
ME PARTISTES EN DOS	  	SERGIO CERVANTES ACOSTA \ RICARDO CERVANTES ACOS	  	PA-1-348-856	
ME SIENTO SOLO	  	CHRISTIAN ULISES RANGEL TORRES	  	PA-1-322-253	
ME VAS A EXTRAÑAR	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA-1-348-855	
MENTIRIA	  	ADAN LOPEZ DAVILA \ ERNESTO CERVANTES ACOSTA \ RICA	  	PA-1-349-370	
MENTIROSA	  	MARIO KREUTZBERGER B.	  	PA 1-271-473	
MENTIROSA (EXP. LYRICS)	  	MARIO KREUTZBERGER B.	  	PA 1-271-473	
MERECE RESPETO UNA MUJER	  	IVORY AGUILERA	  	PA 1-302-591	
Ml AMOR PERDIDO	  	IVORY AGUILERA	  	PA 1-302-591	
Ml AMOR TE PIDE MAS	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
Ml ANGEL SOÑADO	  	ADAN LOPEZ DAVILA \ ERNESTO CERVANTES ACOSTA \ RICA	  	PA-1-349-370	
Ml GRAN FANTASIA	  	SERGIO ROGELIO ORTIZ	  	PA-1-320-441	
Ml NIÑA	  	DANNY MEJIA	  	PA-1-340-294	
Ml REGALO	  	ALEJANDRO ALONSO HUESCA	  	PA 1-263-316	
Ml REGALO EN NAVIDAD	  	EDUARDO RODARTE	  	PA-1-347-951	
Ml SOLEDAD	  	ARMANDO TORRES MARTINEZ	  	PA-1-343-920	

	 	Page 15	 	UMP-DIRECT	

					
Song	  	Author	  	Register Id	
Ml SUFRIMIENTO	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
Ml TIEMPO	  	EUDYS R. BATISTA	  	PA 1-281-351	
Ml VICIO	  	PRISCILA CAMACHO SEGURA	  	PA 1-109-819	
MIEDO A ENAMORARME	  	JAIME CASTELLANOS	  	PA-1-337-433	
MIO	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-208-237	
MIS CELOS	  	EMANUEL CARRILLO OSUNA	  	PA-1-327-561	
MOTIVAO	  	JONATHAN O’FARRIL MU#OZ	  	PA-1-344-790	
MOVED	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
MUCHACHA BONITA	  	RODOLFO RAFAEL YELA	  	PA 1-218-818	
MUEVE EL OSO	  	JAIME VARELA	  	PA-1-314-225	
MUJER INFIEL	  	FIDENCIO COBAR RUBIAS GARZA	  	PA 1-150-156	
MUJERES	  	CHRISTIAN ULISES RANGEL TORRES	  	PA-1-322-253	
NACIERON PARA AMAR	  	MARIO HUMBERTO MONZON ELENES	  	PA 1-109-794	
NADIE COMO TU	  	SALVADOR LOZANO GARZA	  	PA 1-195-518	
NAVIDAD	  	IVORY AGUILERA	  	PA 1-302-591	
NIÑA MIMADA	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-343-223	
NO DUDES MAS (YA NO DUDES)	  	KEITH NIETO	  	PA 1-247-063	
NO ES BRUJERIA	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
NO ES BRUJERIA (VERSION ACUSTICA)	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
NO ES BRUJERIA (VERSION CUMBIA NORTEÑA)	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
NO HAY QUE LLORAR	  	CELEDONIO MIRANDA	  	PA-1-318-809	
NO HAY REVERSA	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS \ JONAT	  	PA-1-344-793	
NO LLORES POR EL	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
NO ME LO DIGAS (NO DIGAS NADA)	  	JORGE ALBERTO NAZAR DE MIGUEL	  	PA 1-224-181	
NO PIDAS PERDON	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
NO PUEDO OLVIDARLA	  	FERNANDO CISNEROS VELAZQUEZ	  	PA 1-292-678	
NO QUIERO DORMIR	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
NO SE DONDE ESTAS	  	JUAN MURGUIA CANALES	  	PA 1-241-691	
NO SE QUE TRAIGO EN LOS OJOS	  	RAMON MELENDEZ	  	PA-1-345-902	
NO SOY CULPABLE	  	JOSEPH E. VALDEZ \ RAYMOND M. GARCIA	  	PA-1-339-391	
NO TE VEO	  	MICHAEL LOPEZ \ CHARLIE LOPEZ	  	PA-1-339-543	
NO VALES LA PENA	  	JOSE JIMENEZ, JR.	  	PA 1-278-587	
NUEVOS TIEMPOS	  	JOSE JIMENEZ, JR.	  	PA 1-278-587	
OJALA NO SEA TARDE	  	KEITH NIETO	  	PA-1-318-810	
OLVIDAME	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-308-902	
OTRA VEZ	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
OTRO ME ROBA TU AMOR	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 308-902	
PA’ QUE TE FATIGUEZ	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-840	
PA’L AÑO QUE VIENE	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
PAL CRUCE	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
PALABRAS DE MUJER	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-262-390	
PARA QUE ME FINGISTE	  	KEITH NIETO \ JUAN TOMAS CABRERA MARTINEZ	  	PA 1-262-293	
PARA QUE QUIERO UN CORAZON	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA-1-348-855	
PARDON ME	  	DANNY MEJIA	  	PA-1-340-294	
PEGAITO	  	HUMBERTO JUDEX	  	PA-1-348-859	
PEGALA	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
PERDONAME	  	JHOSY MANUEL RODRIGUEZ \ EUDYS R. BATISTA	  	PA 1-281-350	
PERDONAME MAMA	  	ROBERTO VERDUZCO RAMIREZ	  	PA-1-320-439	
PERFECTAMENTE MENTIROSA	  	JAIME VARELA	  	PA-1-314-225	
PERO NO SE	  	LUIS ENRIQUE PAYAN	  	PA 1-209-735	
PERO YO LA QUIERO MADRE	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
PIDE	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS \ JONAT	  	PA-1-344-793	
POBRE AMIGA (POBRE AMIGA MIA)	  	JUAN CARLOS CAMPOS	  	PA 1-295-710	
POBRE GUEY	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-262-390	
POL-K LO-K	  	EDUARDO RODARTE	  	PA-1-347-951	
POLKA ALACRANERA	  	OSCAR URBINA, JR.	  	PA 1-287-655	
POLKA EL TACONAZO (RECORDANDO EL TERRE)	  	OSCAR URBINA, JR.	  	PA 1-287-508	
POLKA LOS VIENTOS	  	RICARDO OBREGON	  	PA 1-295-708	
POLKA MAZIZA	  	RICARDO OBREGON	  	PA 1-269-913	
POLKA MAZIZA #2	  	RICARDO OBREGON	  	PA 1-295-708	
POLKA PERRONA (ENTRALE A LA POLKA)	  	OSCAR URBINA, JR.	  	PA-1-327-714	
POLKEANDO EN EL ORO	  	OSCAR URBINA, JR.	  	PA 1-262-389	
POMPIS DE PATITO	  	CESAR MORLAN VALLE	  	PA 1-147-265	
POR AMARTE A TI	  	JOSE MARTIN HERRERA REBOLLEDO	  	PA 1-133-105	
POR LA MISMA INGRATA	  	MAXIMINO CHAVEZ	  	PA 1-197-567	
PRENDE LOS CENSORES	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
PREPARENSEN	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS \ JONAT	  	PA-1-344-792	

	 	Page 16	 	UMP-DIRECT	

					
Song	  	Author	  	Register Id	
PRIETITA DE Ml VIDA	  	CARLOS DE ASIS NEPAMUSENO	  	PA-1-319-075	
PRIMER AMOR	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-308-902	
QUE ES LO QUE ESTA PASANDO	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
QUE LAST IMA	  	ELIZEO LOPEZ	  	PA-1-319-081	
QUE NO LE CUENTEN	  	JESUS ALFONSO ALDAY HOLGUIN	  	PA-1-327-612	
QUE NOS PASO	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
QUE SE MUERA CONMIGO	  	LUIS FERNANDO ELIZALDE DIAZ	  	PA 1-123-786	
QUERAMONOS	  	TIRZO CAMACHO PAIZ	  	PA 1-109-796	
QUISE OLVIDAR	  	ALTAGRACIA UGALDE MOTTA	  	PAu 2-515-002	
QUISIERA	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
RANCHERO MEXICANO	  	PABLO ARZATE	  	PA-1-348-857	
RARO	  	CHARLIE LOPEZ \ MICHAEL LOPEZ	  	PA-1-339-543	
REFLEJOS	  	JOSE JIMENEZ, JR.	  	PA 1-278-586	
ROSAS DE AMOR	  	SALVADOR LOZANO GARZA	  	PA 1-195-518	
RUMBA	  	ERNESTO SANTANA MONTERO \ JONATHAN O‘FARRIL MU#OZ	  	PA-1-344-795	
SABANAS BLANCAS	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA-1-349-370	
SALVAME	  	TIRZO CAMACHO PAIZ	  	PA 1-109-796	
SANDUNGEO	  	ERNESTO SANTANA MONTERO \ IDO ADOLFO YEMS \ JONAT	  	PA-1-344-789	
SAZON DE Ml ISLA	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
SE FORMO EL BAYU (VERSION HIP HOP)	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-844	
SE FORMO EL BAYU (VERSION REGGAETON)	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-844	
SE FUE Ml NIÑA	  	IVORY AGUILERA	  	PA 1-302-591	
SE QUITO EL CALZON EL CHANGO	  	PEDRO B. SALGADO	  	PA 1-278-393	
SECA ESE LLANTO	  	NICOLAS ORTEGA ESPARZA	  	PA 1-278-390	
SENTI	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-262-390	
SI ACASO VUELVES	  	KEITH NIETO	  	PA-1-318-810	
SI TE PERDIERA	  	EDEL RICARDO RAMIREZ	  	PA 1-284-287	
SI TU CORAZON ES DEL	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
SI TU ME QUIERES GAL	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
SI TU NO ESTAS	  	ELSIDO MARTINEZ GONZALES	  	PA 1-295-709	
SI TU SUPIERAS	  	ALTAGRACIA UGALDE MOTTA	  	PA-1-336-114	
SIEMPRE EN Ml	  	FERNANDO CISNEROS VELAZQUEZ	  	PA 1-292-678	
SIN ELLA	  	YONNY OMAR MIRANDA	  	PA-1-344-809	
SIN TU MIRADA	  	ALEJANDRO MONDRAGON	  	PA-1-345-882	
SOLA LA VEO	  	EDDIE ARCE RAMOS	  	PA-1-344-796	
SOLO MINUTOS	  	JUAN ACU#A	  	PA-1-348-836	
SOLO QUIERO	  	JESUS ROMAN	  	PA 1-278-273	
SOLO QUIERO SABER	  	CARLOS FELIPE BARRIENTOS RODRIGUEZ	  	PA 1-133-171	
SOLTANDOSE	  	ERNESTO SANTANA MONTERO \ JONATHAN O’FARRIL MU#OZ	  	PA-1-344-786	
SOMOS DOS	  	PRISCILA CAMACHO SEGURA	  	PA 1-109-819	
SONIDERO NACIONAL	  	AGUSTIN ZAVALETA	  	PA 1-147-264	
SOY DE LA CALLE	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-838	
SOY YO	  	ERNESTO SANTANA MONTERO	  	PA-1-344-797	
SUBE LA ADRENALINA	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
SUFRIMIENTO SIN FIN	  	ELSIDO MARTINEZ GONZALES	  	PA 1-295-709	
SUPERESTRELLA	  	CHARLIE LOPEZ \ MICHAEL LOPEZ	  	PA-1-339-543	
SUSANA	  	IVORY AGUILERA	  	PA 1-302-591	
TAL VEZ	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-845	
TAN BUENA	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
TE AMO	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
TE AMO A TI	  	LUCIO MONDRAGON	  	PA-1-345-883	
TE AMO LOCAMENTE	  	SALVADOR LOZANO GARZA	  	PA 1-195-518	
TE ESPERARE	  	GERARDO RAMIREZ GALLARDO	  	PA 1-297-321	
TE EXTRAÑO	  	ERNESTO CERVANTES ACOSTA \ RICARDO CERVANTES ACO	  	PA 1-262-390	
TE EXTRAÑO	  	DANNY MEJIA	  	PA-1-340-294	
TE EXTRAÑO (BACHATA)	  	DANNY MEJIA	  	PA-1-340-294	
TE EXTRAÑO (R&B)	  	DANNY MEJIA	  	PA-1-340-294	
TE LO APUESTO	  	ISMAEL GALLEGOS	  	PA 1-197-454	
TE QUIERO	  	RODOLFO RAMIREZ	  	PA-1-319-077	
TE QUIERO TODAVIA	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
TE QUISIERA VER	  	FELIPE BARRIENTOS (BMI)	  	PA 1-287-316	
TE VENGO A CANTAR	  	JESUS JOSE VEGA CUAMEA	  	PA 1-109-793	
TE VOY A AMAR	  	GENARO ARZATE	  	PA-1-348-750	
TESTIMONIO	  	CHRISTIAN RAMOS LOPEZ	  	PA-1-348-746	
TIRALE	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-841	
TOCADISCO	  	CHARLIE LOPEZ \ MICHAEL LOPEZ	  	PA-1-339-543	
TODA Ml VIDA	  	JOSE JIMENEZ, JR.	  	PA 1-278-586	

	 	Page 17	 	UMP-DIRECT	

					
Song	  	Author	  	Register Id	
TODAS LAS NOCHES	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
TODAVIA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-208-237	
TONTO CORAZON	  	LUCIO MONDRAGON	  	PA-1-315-501	
TRAMPA	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	PA 1-208-237	
TRES DIAS SINTU AMOR	  	ADAN LOPEZ DAVILA \ ERNESTO CERVANTES ACOSTA \ RICA	  	PA-1-349-370	
TRES PIQUETES	  	MARIO HUMBERTO MONZON ELENES	  	PA 1-109-794	
TRISTE AGONIA	  	JUAN MONDRAGON	  	PA-1-345-900	
TRISTE NAVIDAD	  	IGNACIO ROMO DIMAS	  	PA-1-328-381	
TU	  	WILLIAM ERIC WATSON BLANCO	  	PA-1-321-533	
TU DECISION	  	ALTAGRACIA UGALDE MOTTA	  	PAu 2-515-002	
TU FIGURA	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-321-536	
TU ME HACES LLORAR	  	RICARDO CERVANTES ACOSTA \ ERNESTO CERVANTES ACO	  	PA 1-262-390	
TU MISMA LECCION	  	ACIANO ACU#A	  	PA-1319-083	
TU PARTIDA	  	IVORY AGUILERA	  	PA 1-302-591	
TU QUIERES OLVIDARTE DE Ml	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
TU RESPUESTA	  	LEONARDO FREGOSO HERNANDEZ	  	PA 1-278-274	
UN DIA SIN VERTE	  	KEITH NIETO	  	PA-1-345-123	
UN REGALO A MIS PADRES	  	GUSTAVO MORALES	  	PA-1-318-827	
UN SOLO PASO	  	CELEDONIO MIRANDA	  	PA-1-318-809	
UNA MUCHACHA	  	MICHAEL LOPEZ \ CHARLIE LOPEZ	  	PA-1-339-543	
VEN JUNTO A Ml	  	EMANUEL CARRILLO OSUNA	  	PA-1-327-561	
VISITANDO EL REY	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-901	
VIVIRE	  	MA. LUCINA ENRIQUEZ AGUILAR	  	PA-1-337-447	
VOLVERTE A VER	  	JUAN MURGUIA CANALES	  	PA 1-241-691	
VOLVI A SENTIR	  	MA. LUCINA ENRIQUEZ AGUILAR	  	PA-1-337-447	
VOY A ROGARLE AL CIELO	  	LUIS MARIO ESTUARDO YELA	  	PA-1-319-078	
VOY PA’ LA DISCO	  	EUDYS R. BATISTA \ JHOSY MANUEL RODRIGUEZ	  	PA 1-281-350	
VUELVE YA	  	KEITH NIETO	  	PA-1-318-810	
Y ENTONCES	  	WILLIAM GARCIA MORENO	  	PA 1-129-689	
Y LLORE	  	CESAR MORLAN VALLE	  	PA 1-147-265	
Y LUCHARE	  	ELIZEO LOPEZ	  	PA 1-192-418	
YA	  	WILLIAM GARCIA MORENO	  	PA-1-343-969	
YA ESTA DECIDIDO	  	JAIME VARELA	  	PA-1-314-225	
YA LO VERAS	  	JOSE LUIS COVARRUBIAS	  	PA-1-319-085	
YA NO AGUANTO MAS	  	DANNY MEJIA \ STEVEN TEJADA	  	PA-1-340-293	
YA NO QUIERO SUFRIR	  	JOSE JIMENEZ, JR.	  	PA 1-278-611	
YA QUE TU TE VAS	  	MICHAEL LOPEZ \ CHARLIE LOPEZ	  	PA-1-339-543	
YA QUIERO VERTE	  	PABLO ARZATE	  	PA-1-348-857	
YO PENDIENTE	  	RAFAEL ESTEBAN CUEVAS LAGUNA	  	PA-1-324-579	
YO QUIERO SABER	  	ALTAGRACIA UGALDE MOTTA	  	PAu 2-515-002	
YO SE QUE TU QUIERES CONMIGO	  	JOMAR COLON REYES \ MIGUEL A. SOTO	  	PA-1-319-076	
ZAFARI	  	EDWIN ROSA VAZQUEZ	  	PA 1-308-839	

	 	Page 18	 	UMP-DIRECT	

					
Song	  	Author	  	Register Id	
A CALZON QUITADO	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-686	
AMOR CIEGO	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-689	
AMOR DE LEJOS	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
CONTRABANDO EN LOS HUEVOS	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-692	
CORRIDO DEL NIÑO (EL NIÑO)	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
DEBAJO DEL SOL	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
DIABLO CON CUERNOS	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
DOS CONTRA DIEZ	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
DOS MUJERES DE LA LEY	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
EL AGENTE BORREGO	  	FRANCISCO QUINTERO ORTEGA	  	PA—1-270-690	
EL ALACRAN	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
EL ANGEL DE TU GUARDA	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
EL CHILE PELAIZ	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-187	
EL CHIVO	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
EL CHUPA CABRAS	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-692	
EL CURITA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-273-009	
EL DIABLO DE LA FRONTERA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-686	
EL DIABLO DE SONORA	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-687	
EL GALLO DE OAXACA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-686	
EL INFIEL	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
EL INTERNET	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
EL NARIZ DE A GRAMO (NARICES DE A GRAMO)	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-186	
EL RANCHERO RAP	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
EL TUNTUN DEL CORAZON	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-686	
EL ULTIMO VIAJE	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-273-009	
EL VAMPIRO CHUPADOR	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
ENTRE MAS LEJOS MEJOR	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
HASTA LA MUERTE	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
LA CARRERA DELAÑO	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-692	
LA COPA DEL MUNDO	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-617	
LA FIESTA DE LOS PERRONES	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-273-009	
LA LEY FUGA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-188	
LA PAREJA FELIZ	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
LA PEDRADA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-185	
LA REINA Y EL FORASTERO	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
LA TRAICIONERA (LA PUTONA)	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-689	
LA VOZ DE LA EXPERIENCIA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-686	
LA YEGUAY EL CORVET	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-273-009	
LAMENTO DE UN CIUDADANO	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	
LAS MONJITAS	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-687	
LAS NOVIAS DEL TRAFICANTE	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-691	
LAS PANTERAS	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-687	
LAS POMPIS DE Ml GUERA	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-188	
LOS COCODRILOS	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-687	
LOS DOS JEFES	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
LOS DOS MORROS	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-273-009	
LOS DOS PLEBES (PART II)	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-272-819	
LOS DOS RIVALES	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-687	
LOS DRAGONES DEL ORIENTE	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-350-618	
Ml SECRETO	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-689	
PERDI CON BARAJA DE ORO	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
PITO PEREZ	  	FRANCISCO QUINTERO ORTEGA	  	PA 1-270-686	
PLEITO DE VIEJAS	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-689	
POR LAS CALLES DE DURANGO	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-689	
TE FALLE	  	FRANCISCO QUINTERO ORTEGA	  	PAu 2-933-310	
TRAFICANTES CONTRA NARCOS	  	FRANCISCO QUINTERO ORTEGA	  	PA-1-270-690	

	 	1 Page	 	VN-FAN	

Subschedule III.A.2

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
	  	REGISTRATIONS	  		  		  		
					
POR LAS CALLES DE CHIHUAHUA	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	???	  	???	  	VA 1-265-724	
					
UNA NAVIDAD CON TODOS	  	OBJETIVO FAMA	  	11/16/2005 PA	  	11/15/2005	  	PA 1-300-902	
					
NUESTRA HISTORIA MUSICAL	  	DUELO	  	11/17/2005 SR	  	11/21/2005	  	PA 1-304-671	
					
CON MIS PROPIAS MANOS	  	LUPILLO RIVERA	  	11/16/2005 PA	  	11/15/2005	  	PA 1-306-469	
					
15 SUPER EXITOS CON PURA BANDA	  	VARIOUS ARTISTS	  	11/17/2005 PA	  	11/21/2005	  	PA 1-306-884	
					
ASI SOY	  	FLAKISS	  	11/16/2005 PA	  	11/18/2005	  	PA 1-306-885	
					
CON SENTIMIENTO	  	IMAN	  	11/16/2005 PA	  	11/18/2005	  	PA 1-306-886	
					
PENSANDO EN TI	  	K PAZ DE LA SIERRA	  	11/17/2005 PA	  	11/21/2005	  	PA 1-306-887	
					
ESPERANZA	  	JAE-P	  	11/16/2005 PA	  	11/15/2005	  	PA 1-306-888	
					
EL MOVIMIENTO DE HIP HOP VOL 2	  	VARIOUS ARTISTS	  	11/17/2005 PA	  	11/21/2005	  	PA 1-306-890	
					
NUESTRA HISTORIA Y ALGO MAS	  	ALACRANES MUSICAL	  	11/16/2005 PA	  	11/15/2005	  	PA 1-306-891	
					
ARCOIRIS MUSICAL MEXICANO 2006	  	VARIOUS ARTISTS	  	11/17/2005 PA	  	11/21/2005	  	PA 1-306-892	
					
HOUSTON RODEO LIVE	  	JENNIFER PEÑA	  	11/17/2005 PA	  	11/21/2005	  	PA 1-307-057	
					
LAS CARAS DE LA LUNA	  	VARIOUS ARTISTS	  	11/23/2005 PA	  	11/29/2005	  	PA 1-307-059	
					
LOS CUATRO DE CHIHUAHUA	  	VARIOUS ARTISTS	  	11/27/05 PA	  	11/29/2006	  	PA 1-307-060	
					
CUATRO ESTRELLAS EN EL CIELO	  	VARIOUS ARTISTS	  	11/23/2005 PA	  	11/29/2005	  	PA 1-307-061	
					
SIMPLEMENTE LA MEJOR	  	JENNI RIVERA	  	11/07/2005 PA	  	11/9/2005	  	PA 1-307-062	
					
EN SOLEDAD	  	JIMENA	  	11/16/2005 PA	  	11/15/2000	  	PA 1-307-063	
					
MAS CONTROL	  	CONTROL	  	11/17/2005 PA	  	11/21/2005	  	PA 1-307-064	
					
ARCOIRIS MUSICAL MEXICANO DE COLECCION	  	VARIOUS ARTISTS	  	11/17/2005 PA	  	11/21/2005	  	PA 1-307-065	
					
SUPER ESTRELLAS DEL POP	  	VARIOUS ARTISTS	  	1/10/2006 PA	  	1/12/2006	  	PA 1-307-247	
					
25 AÑOS - 25 EXITOS	  	TROPICAL DEL BRAVO	  	1/10/2006 PA	  	1/12/2006	  	PA 1-307-250	
					
CONFESIONES DE MUJER	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-309-477	
					
25 ANIVERSARIO, FAMOSAS Y SABROSAS	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 PA	  	3/23/2006	  	PA 1-309-480	
					
EXITOS EN VIVO	  	LOS HUMILDES HERMANOS AYALA	  	3/20/2006 PA	  	3/23/2006	  	PA 1-309-481	
					
TRES DECADAS DE EXITOS	  	LOS HUMILDES HERMANOS AYALA	  	3/20/2006 PA	  	2/23/2006	  	PA 1-309-486	
					
ABANDONE A Ml AMIGO	  	BETO QUINTANILLA	  	3/20/2006 PA	  	3/23/2006	  	PA 1-309-487	
					
THE MAIN EVENT-EAST MEETS WEST	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-309-488	
					
SIEMPRE FUIMOS DOS	  	AMANDA MIGUEL & DIEGO VERDAGUER	  	3/20/2006 PA	  	3/23/2006	  	PA 1-309-489	
					
GUILLAERA	  	VARIOUS ARTISTS	  	1/9/2006 PA	  	1/11/2006	  	PA 1-310-647	
					
RANCHERISIMAS CON BANDA	  	GRACIELA BELTRAN	  	4/19/2006 PA	  	4/18/2006	  	PA 1-310-648	
					
DE GIRA CON…LOS INDOMABLES DE CEDRAL	  	LOS INDOMABLES DE CEDRAL	  	1/10/2006 PA	  	1/12/2006	  	PA 1-312-111	
					
Ml HOMENAJE GIGANTE A LA MUSICA NORTEÑA	  	DON FRANCISCO	  	11/07/2005 PA	  	11/9/2005	  	PA 1-313-863	

	 	Page 1	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
HIP HOP NATION EN ESPAÑOL	  	VARIOUS ARTISTS	  	11/23/2005 PA	  	11/28/2005	  	PA 1-313-871	
					
180 GRADOS	  	GERARDO	  	11/23/2005 PA	  	11/28/2005	  	PA 1-313-880	
					
LOS VIDEOS MAS PESADOS DEL HIP HOP	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-773	
					
PARRANDA TEQUILERA DE FIN DE AÑO	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-775	
					
ARCOIRIS MUSICAL MEXICANO 2006	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-776	
					
DINASTIA RIVERA	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-793	
					
20 GREATEST HITS VOL2	  	MOJADO	  	11/23/2005 PA	  	11/28/2005	  	PA 1-322-807	
					
EL MOVIMIENTO DE HIP HOP	  	VARIOUS ARTISTS	  	11/23/2005 PA	  	11/28/2005	  	PA 1-322-808	
					
KICKIN’ IT…JUNTOS	  	AKWID & JAE-P	  	11/23/2005 PA	  	11/28/2005	  	PA 1-322-809	
					
NOVIA LINDA	  	ANGEL GARAY	  	4/19/2006 PA	  	4/18/2006	  	PA 1-322-893	
					
LIVE IN JAPAN	  	AKWID	  	4/21/2006 PA	  	4/24/2006	  	PA 1-322-899	
					
LOS BONDADOSOS	  	EN VIVO	  	4/21/2006 PA	  	6/2/2006	  	PA 1-326-930	
					
FLOW CALLEJERO	  	ÑENGO FLOW	  	4/21/2006 PA	  	6/2/2006	  	PA 1-327-083	
					
20 GRANDES EXITOS	  	LOS RAZOS DE SACRAMENTO Y REYNALDO	  	7/26/2006 PA	  	7/31/2006	  	PA 1-333-660	
					
ASI SOY YO	  	ANAIS	  	7/11/2006 PA	  	8/2/2006	  	PA 1-339-949	
					
PARRANDA TEQUILERA 2005	  	VARIOUS ARTISTS	  	11/27/05 PA	  	11/29/2005	  	PA 1-339-957	
					
20 GREATEST HITS	  	MOJADO	  	11/23/2005 PA	  	11/29/2005	  	PA 1-339-958	
					
CON EXPERIENCA Y JUVENTUD	  	LOS HURACANES DEL NORTE	  	??	  	11/29/2005	  	PA 1-339-965	
					
PIQUETES Y LAMENTOS - GRANDES EXITOS	  	VARIOUS ARTISTS	  	1/10/2006 PA	  	1/12/2006	  	PA 1-340-628	
					
LOS REYES DEL SAXOFON	  	VARIOUS ARTISTS	  	7/11/2006 PA	  	7/13/2006	  	PA 1-341-144	
					
HOY, MAÑANA Y SIEMPRE	  	TITO NIEVES	  	7/11/2006 PA	  	7/13/2006	  	PA 1-341-146	
					
ARCOIRIS MUSICAL MEXICANO-COLECCION DE EXITOS	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-341-342	
					
SUPER EXITOS DE LA MUSICA POP 2005	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-341-343	
					
DOS HISTORIAS	  	SELENA & ANA BARBARA	  	4/21/2006 PA	  	6/2/2006	  	PA 1-341-344	
					
SIMPLEMENTE LO MEJOR	  	ALACRANES MUSICAL	  	4/21/2006 PA	  	6/2/2006	  	PA 1-341-345	
					
PURO PA’ ARRIBA	  	LOS HURACANES DEL NORTE	  	11/15/2006 PA	  	11/17/2006	  	PA 1-343-421	
					
EN VIVO - SIEMPRE CONTIGO	  	LOS TUCANES DE TIJUANA	  	11/15/2006 PA	  	11/17/2006	  	PA 1-343-422	
					
EL NUEVO IMPERIO	  	MEXICLAN	  	11/15/2006 SR	  	11/20/2006	  	PA 1-343-424	
					
EN VIVO	  	ADAN CHALINO SANCHEZ	  	11/15/2006 PA	  	11/20/2006	  	PA 1-343-425	

	 	Page 2	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
SAFARI CON SABROSURA	  	FITO OLIVARES Y SU GRUPO	  	7/26/2006 PA	  	7/31/2006	  	PA 1-344-304	
					
EXPLOSION NORTEÑA	  	VARIOUS ARTISTS	  	8/5/2006	  	8/7/2006	  	PA 1-344-311	
					
PARRANDA TEQUILERA 2006	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-762	
					
SOLO PARA ADOLORIDOS	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-763	
					
FIEBRE SONIDERA	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-764	
					
EL MOVIMIENTO DE HIP HOP - LA REVOLUCION	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-765	
					
HISTORIA MUSICAL NORTEÑA - SOLO EXITOS	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-766	
					
STILL KICKIN’ IT	  	AKWID & JAE-P	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-767	
					
LAS 20 QUE MAS ME LLEGAN	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-768	
					
LOS MAS PESADOS	  	VARIOUS ARTISTS	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-769	
					
LA BALA	  	DUETO HERMANOS HIGUERA	  	4/21/2006 PA	  	6/2/2006	  	PA 1-347-770	
					
CONTROLMANIA	  	CONTROL	  	4/19/2006 PA	  	4/18/2006	  	PA 1-347-815	
					
LOS INMORTALES	  	ADAN CHALINO SANCHEZ	  	7/11/2006 PA	  	7/13/2006	  	PA 1-348-885	
					
EN VIVO DESDE MONTERREY	  	DUELO	  	11/16/2005 PA	  	9/5/2005	  	PA 1-349-462	
					
15 #1 PURAS NORTEÑAS	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 4-309-485	
Homenaje a Chalino Sanchez	  	El Original de la Sierra	  	8/16/2001	  	8/21/2001	  	SR 302-572	
					
Rumbo A Las Estrellas	  	Estruendo	  	1/23/2002	  	1/25/2002	  	SR 304-244	
					
Mi Amigo Y Yo	  	Los Forasteros De San Luis	  	11/9/2001	  	1/25/2002	  	SR 304-378	
					
Donde Estaras	  	Grupo Roble	  	11/9/01 &
1/23/2002	  	1/25/2001	  	SR 304-398	
El Amor No Acaba	  	Duelo	  	1/23/2002	  	1/25/2002	  	SR 304-399	
					
Romantico Con Salsa	  	Johnny Ray	  	11/9/2001	  	1/25/2002	  	SR 304-403	
					
Una Vez Mas	  	Jaime Camil	  	1/23/2002	  	1/25/2002	  	SR 304-404	
					
Atrayendo Corazones	  	Iman	  	11/9/2001 &
1/23/02	  	1/2/2002	  	SR 304-405	
Una Página Mas / Lo Mejor De Los 70’s Y 80’s	  	Chuy Vega	  	11/30/2001	  	12/11/2001	  	SR 304-975	
					
Contra Todo	  	La Contra	  	11/30/2001	  	12/11/2001	  	SR 304-977	
					
Solo Exitos	  	Various Artists	  	11/30/2001	  	12/11/2001	  	SR 304-978	
					
Perdon Por Extrañarte	  	Los Mismos	  	11/30/2001	  	12/11/2001	  	SR 304-982	
					
Pimpinela Gold	  	Pimpinela	  	1/23/2002	  	1/25/2002	  	SR 306-217	
					
16 Super Exitos	  	El Original De La Sierra	  	11/20/2001	  	11/27/2001	  	SR 307-182	
					
Loco	  	El Original De La Sierra	  	11/20/2001	  	11/27/2001	  	SR 307-183	
					
Exitos Originales	  	Conjunto Primavera	  	7/10/2002	  	11/27/2001
7/12/02	  	SR 307-184
SR 319-317	
Con Sus Mejores Exitos	  	Los Rieleros Del Norte	  	11/20/2001	  	11/27/2001	  	SR 307-185	
					
Super Grupos/Joan Sebastian	  	Various Artists	  	9/6/2002	  	9/11/2002	  	SR 307-444	
					
Ranchero y Mucho Mas	  	Jessie Morales	  	9/6/2002	  	9/11/2002	  	SR 308-880	
					
14 Exitos de La Banda El Recodo	  	Banda El Recodo	  	9/6/2002	  	9/11/2002	  	SR 308-884	
					
Ven A Ver	  	Odalys	  	9/6/2002	  	9/11/2002	  	SR 308-928	
					
Oro Grupero 14 Super Exitos	  	Grupo Limite	  	8/5/2002	  	8/12/2002	  	SR 315-955	
					
20 Inmortales Pegaditos	  	Various Artists	  	8/5/2002	  	8/12/2002	  	SR 315-956	
					
Aracumbiando Vol. II	  	Raza Obrera	  	8/5/2002	  	8/12/2002	  	SR 315-983	
					
Donde Tu Estes	  	IMAN	  	9/6/2002	  	9/11/2002	  	SR 317-555	

	 	Page 3	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
Alegres Sentimientos	  	Alegres de la Sierra	  	9/6/2002	  	9/11/2002	  	SR 317-556	
					
Corridos De Lujo Vol. II	  	Banda Limonense	  	9/6/2002	  	9/11/2002	  	SR 317-557	
					
Sera El Amor	  	Conjunto Lobo	  	9/6/2002	  	9/11/2002	  	SR 317-558	
					
Oldies Con Banda	  	Jorge Morales “El Jilguero”	  	9/6/2002	  	9/11/2002	  	SR 317-561	
					
Ml HISTORIA	  	Area 305	  	9/6/2002	  	9/11/2002	  	SR 317-789	
El Sueño Americano	  	Los Forasteros De San Luis	  	7/10/2002	  	7/12/2002	  	SR 319-318	
					
Una Noche Mas	  	Chris Perez	  	7/10/2002	  	7/12/2002	  	SR 319-319	
					
Libre	  	Jennifer Peña	  	7/10/2002	  	7/12/2002	  	SR 319-320	
Naci Cadele	  	Chuy Vega	  	7/10/2002	  	7/12/2002	  	SR 319-324	
					
Vuelve Ya	  	Banda La Movida	  	7/10/2002	  	7/12/2002	  	SR 319-325	
					
Desahogo	  	Pilar Montenegro	  	9/6/2002	  	9/11/2002	  	SR 321-905	
					
Comienza A Vivir	  	Los Mismos	  	11/27/2002	  	12/2/2002	  	SR 325-079	
Con 16 Exitos Para La Raza	  	Raza Obrera	  	11/27/2002	  	12/2/2002	  	SR 325-084	
					
Mas de lo que Merecias	  	Chuy Vega	  	11/27/2002	  	21/2/2002	  	SR 325-086	
					
Por Dentro y Por Fuera	  	Patty Lopez y Boots	  	11/27/2002	  	12/2/2002	  	SR 325-090	
					
15 Super Exitos	  	El Apomeño de Sinaloa	  	11/27/2002	  	12/2/2002	  	SR 325-101	
					
Puras Para Niños Vol. 2	  	El Morro	  	11/27/2002	  	12/2/2002	  	SR 325-102	
El Aguila Gonzalez	  	Raza Obrera	  	11/27/2002	  	12/2/2002	  	SR 325-103	
					
Cerros Michoacanos	  	Cristaleros del Sur	  	11/27/2002	  	12/2/2002	  	SR 325-104	
					
24 KILATES DE AMOR	  	VARIOUS ARTISTS	  		  	7/26/2004	  	SR 332-360	
					
ALEGRES PARA SIEMPRE	  	Alegres de la Sierra	  	???	  	7/26/2004	  	SR 332-362	
SOLO PARA TI	  	VARIOUS ARTISTS	  		  	7/26/2004	  	SR 332-373	
					
Por Fin	  	Los Pioneros	  	7/10/2002	  	7/12/2002	  	SR 339-229	
20 ROMANTJCOS DE CORAZON	  	CONJUNTO PRIMAVERA & PESADO	  	???	  	11/26/2003	  	SR 343-973	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	JESSIE MORALES	  	2/5/2004	  	2/9/2004	  	SR 346-273	
					
EN MIS SUEÑOS	  	LA CIMA	  	2/5/2004	  	2/9/2004	  	SR 346-274	
					
EXITOS DE LOS GRANDES DE LA SALSA	  	VARIOUS ARTISTS	  	2/5/2004	  	2/9/2004	  	SR 346-288	
					
PURA BACHATA	  	LOS RUIZ	  	2/5/2004	  	2/9/2004	  	SR 346-766	
					
CON ORGULLO POR HERENCIA	  	PEPE AGUILAR	  	3/2/2004	  	3/5/2004	  	SR 347-336	
					
BOLEROS ROMANTICOS DE SIEMPRE	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	4/1/2004	  	4/5/2004	  	SR 348-478	
					
20 EXITOS	  	RENACIMIENTO 74	  	4/1/2004	  	4/5/2004	  	SR 348-483	
					
DESPEDIDA CON MARIACHI	  	LOS CADETES DE LINARES	  	4/20/2004	  	4/26/2004	  	SR 348-654	
					
20 EXITOS CUMBIAS CON SABOR	  	LOS SEPULTUREROS Y DULCE ROSARIO	  	4/20/2004	  	4/26/2004	  	SR 348-668	
					
20 BOLEROS Y RANCHERAS	  	LOS NORTEÑITOS DE OJINAGA	  	4/20/2004	  	4/26/2004	  	SR 348-669	
					
LLEVAME EN TI	  	CAUZA NORTEÑA	  	4/20/2004	  	SR/VA 4/26/2004	  	SH 348-670
VA 1-255-938	
					
PUROS CORRIDOS	  	EL CARTEL DE NUEVO LEON	  	???	  	7/26/2004	  	SR 348-944	
20 CORRIDOS CON LOS GRUPOS DURANGUENSES MAS CALIENTES	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 348-945	
					
15 CUMBIAS: 5 SUPER GRUPOS	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 348-955	
					
20 BOLEROS DE ORO	  	LOS CADETES DE LINARES	  		  	7/26/2004	  	SR 348-956	

	 	Page 4	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
RECORDANDO A LAS MADRECITAS: 15 ROSAS EN SU HONOR	  	VARIOUS ARTISTS	  	???	  	7/26/2004	  	SR 348-957	
					
POR LAS CALLES DE CHIHUAHUA	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	???	  	???	  	SR 348-958	
					
NUESTROS PRIMEROS 20 EXITOS	  	INDUSTRIA DEL AMOR	  	4/20/2004	  	4/26/2004	  	SR 349-681	
					
20 EXITOS QUE SUEÑAN BONITO	  	LUIS Y JULIAN	  	4/20/2004	  	4/26/2004	  	SR 349-682	
					
20 BALADAS DEL RECUERDO	  	RENACIMIENTO ‘74 & INDUSTRIA DEL AMOR	  	4/20/2004	  	4/26/2004	  	SR 349-683	
					
SERE UNA NIÑA BUENA	  	MARIANA	  	4/20/2004	  	4/26/2004	  	SR 351-111	
					
HOMENAJE A MI PADRE	  	JOEL ELIZALDE	  	4/20/2004	  	4/26/2004	  	SR 351-112	
CRUZANDO EL PUENTE-DOS CORONAS A Ml MADRE	  	LOS CADETES DE LINARES	  	4/20/2004	  	4/26/2004	  	SR 351-113	
					
20 ROMANCES GRUPEROS	  	VARIOUS ARTISTS	  	4/20/2004	  	4/26/2004	  	SR 351-119	
					
20 NARCO-CORRIDOS	  	LOS HURACANES DEL NORTE	  	4/20/2004	  	4/26/2004	  	SR 351-120	
					
2003 UN AÑO DE GRANDES EXITOS	  	VARIOUS ARTISTS	  	4/20/2004	  	4/26/2004	  	SR 351-122	
					
15 BOLEROS DE ORO	  	LOS CADETES DE LINARES	  	4/20/2004	  	4/26/2004	  	SR 351-124	
					
20 GREATEST HITS	  	MOJADO	  	4/20/2004	  	4/26/2004	  	SR 351-127	
					
30 EXITOS INOLVIDABLES	  	FITO OLIVARES Y SU GRUPO	  	10/28/2003	  	11/4/2003	  	SR 354-364	
					
RECORDANDO A CHALINO SANCHEZ VOL. 2	  	JESSIE MORALES “EL ORIGINAL DE LA SIERRA”	  	10/28/2003	  	4/19/2004	  	SR 356-981	
					
ARCOIRIS MUSICAL MEXICANO VOL. 3	  	VARIOUS ARTISTS	  	10/28/2003	  	4/19/2004	  	SR 356-982	
					
SE VALE LLORAR	  	NOTABLE	  	9/17/2004	  	9/21/2004	  	SR 358-212	
DE HERENCIA PICUDA	  	JUAN ACUNA Y EL TERROR DEL NORTE	  	9/17/2004	  	9/21/2004	  	SR 358-213 &
SR 374-310	
12 NUMEROS 1	  	INDUSTRIA DEL AMOR	  	9/17/2004	  	9/21/2004	  	SR 358-214 &
SR 374-241	

	 	Page 5	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
10 NUMEROS 1	  	LOS BUKIS	  	9/17/2004	  	9/21/2004	  	SR 358-215 &
SR 374-303	
					
Ml OTRO SENTIMIENTO	  	GRACIELA BELTRAN	  	9/17/2004	  	9/21/2004	  	SR 356-217	
					
PARA SOBREVIVIR	  	DUELO	  	9/17/2004	  	9/21/2004	  	SR 358-228	
OBJETIVO FAMA… EN LA VOZ DE SUS ESTRELLAS	  	VARIOUS ARTISTS	  	9/17/2004	  	9/21/2004	  	SR 358-231	
					
QUIERO SER	  	MAZIZO MUSICAL	  	9/17/2004	  	9/21/2004	  	SR 361-068	
					
SEDUCCION	  	JENNIFER PEÑA	  	9/17/2004	  	9/21/2004	  	SR 361-806	
					
Ml OTRO SENTIMIENTO	  	GRACIELA BELTRAN	  	9/17/2004	  	9/21/2004	  	SR 361-808	
					
CON EXPERIENCA Y JUVENTUD	  	LOS HURACANES DEL NORTE	  	???	  	2/22/2005	  	SR 362-179	
TENGO RECUERDOS DE TI	  	GRUPO RESKT	  	8/15/2005	  	8/22/2005	  	SR 364-021 &
VA 1-323-064	
20 CORRIDOS FAMOSOS	  	VARIOUS ARTISTS	  	8/19/2005	  	8/24/2005	  	SR 364-022 &
VA 1-323-065	
20 EXITOS VOL. 2	  	TAM Y TEX	  	8/19/2004	  	8/24/2005	  	SR 364-023 &
VA 1-323-066	
SOLDADO RASO	  	LOS CADETES DE LINARES	  	8/19/2005	  	8/24/2005	  	SR 364-024 &
VA 1-323-067	
					
DUELO DE DUETOS	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/29/2005	  	SR 370-356	
					
CON MIS PROPIAS MANOS	  	LUPILLO RIVERA	  	11/16/2005 SR	  	11/15/2005	  	SR 370-383	
					
15 CORRIDOS Y NORTEÑAS	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/28/2005	  	SR 370-417	
					
RITMO, AMOR Y PUEBLO	  	RAZA OBRERA	  	1/10/2006 SR	  	1/12/2006	  	SR 370-433	
NUESTRAS MEJORES CANCIONES	  	LOS ORIGINALES DE SAN JUAN	  	8/5/2005	  	8/22/2005	  	SR 372-337 &
SR 374-242	
					
PARRANDA TEQUILERA 2005	  	VARIOUS ARTISTS	  	08/19/2005 SR	  	8/22/2005	  	SR 372-338	
					
Ml HIST0RIA MUSICAL	  	DUELO	  	8/19/2005	  	8/22/2005	  	SR 372-339	
					
30 RECUERDOS	  	VARIOUS ARTISTS	  	8/19/2005	  	8/22/2005	  	SR 372-340	
					
20 VIEJAS MUY BUENAS VOL. 2	  	VARIOUS ARTISTS	  	6/5/2005	  	8/15/2005	  	SR 374-222	
					
LA NIÑA BUENA	  	MARIANA	  	8/5/2005	  	8/15/2005	  	SR 374-225	
					
PA’ CORRIDOS	  	LUPILLO RIVERA	  	8/5/2005	  	8/15/2005	  	SR 374-236	
					
LOS 20 MEJORES EXITOS CON BANDA	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-237	
					
LOS DUEÑOS DE LA DISCOTECA	  	JHOSY & BABY Q	  	8/5/2005	  	8/15/2005	  	SR 374-238	
					
SUEÑO AMERICANO	  	AZTEKA	  	6/29/2004	  	8/15/2005	  	SR 374-239	
					
LAS DOS GRANDES BANDAS DE JALISCO	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-240	
					
TRES DECADOS DE EXITOS	  	LOS HUMILDES HERMANOS AYALA	  	8/19/2005	  	8/22/2005	  	SR 374-243	
					
YA LO VERAS	  	ESTRUENDO	  	8/19/2005	  	8/24/2005	  	SR 374-244	
					
UNA OPORTUNIDAD	  	LA CIMA	  	8/19/2005	  	8/24/2005	  	SR 374-245	
					
LOS PATRONES DEL REGGAETON	  	VARIOUS ARTISTS	  	8/19/2005	  	8/24/2005	  	SR 374-246	
					
20 ROMANCES GRUPEROS VOL. 2	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-247	
					
PARRANDA TEQUILERA	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-250	
EN EL AREA DE SUENOS	  	DUELO	  	8/5/2005	  	8/15/2005	  	SR 374-251	
					
LOS MEJORES CANTAN SALSA	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-252	
					
SIGUE SONANDO EL RIO	  	CONJUNTO RIO GRANDE	  	8/5/2005	  	8/15/2005	  	SR 374-253	
					
TROTA MUNDOS	  	TROTA MUNDOS	  	8/19/2005	  	8/24/2005	  	SR 374-259	
					
20 GREATEST HITS 1990-2000	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-271	
					
FELICES SUEÑOS	  	ROSANDO CANTU	  	8/19/2005	  	8/22/2005	  	SR 374-273	
					
EL REY DE US CANTINAS	  	LUPILLO RIVERA	  	8/5/2005	  	8/15/2005	  	SR 374-274	

	 	Page 6	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
15 EXITOS DE COLLECIÓN	  	LOS MISMOS	  	8/19/2005	  	8/24/2005	  	SR 374-279	
					
30 RECUERDOS	  	MOJADO	  	8/19/2005	  	8/22/2005	  	SR 374-290	
					
2004 UN AÑO DE GRANDES EXITOS	  	VARIOUS ARTISTS	  	8/5/2005	  	8/15/2005	  	SR 374-301	
					
ENCUENTRO GRUPERO	  	INDUSTRIA DEL AMOR & MOJADO	  	8/19/2005	  	8/24/2005	  	SR 374-302	
					
LO MEJOR…DE LOS MEJORES DE DURANGO	  	BANDA PARAISO TROPICAL DE DURANGO	  	8/19/2005	  	8/22/2005	  	SR 374-311	
					
OBJETIVO FAMA..CON UN SUEÑO	  	OBJETIVO FAMA	  	11/23/2005	  	11/28/2006	  	SR 374-901	
					
100% ORIGINALES	  	ALACRANES MUSICAL	  	11/16/2005 SR	  	11/15/2005	  	SR 375-065	
					
UNA NAVIDAD CON TODOS	  	OBJETIVO FAMA	  	11/16/2005 SR	  	11/15/2005	  	SR 375-211	
					
AMOR SAGRADO VOL. 2	  	VARIOUS ARTISTS	  	11/23/2005	  	11/29/2005	  	SR 375-282	
					
HISTORIA MUSICAL NORTEÑA VOL.2	  	VARIOUS ARTISTS	  	11/23/2005	  	11/29/2005	  	SR 375-283	
					
15 SUPER EXITOS CON PURA BANDA	  	VARIOUS ARTISTS	  	11/17/2005 SR	  	11/21/2005	  	SR 377-580	
					
ASI SOY	  	FLAKISS	  	11/16/2005 SR	  	11/18/2005	  	SR 377-581	
					
CON SENTIMIENTO	  	IMAN	  	11/16/2005 SR	  	11/18/2005	  	SR 377-582	
					
PENSANDO EN TI	  	K PAZ DE LA SIERRA	  	11/17/2005 SR	  	11/21/2005	  	SR 377-583	
					
ESPERANZA	  	JAE-P	  	11/16/2005 SR	  	11/15/2005	  	SR 377-584	
					
EL MOVIMIENTO DE HIP HOP VOL. 2	  	VARIOUS ARTISTS	  	11/172005 SR	  	11/21/2005	  	SR 377-586	
					
NUESTRA HISTORIA Y ALGO MAS	  	ALACRANES MUSICAL	  	11/16/2005 SR	  	11/15/2005	  	SR 377-587	
					
ARCOIRIS MUSICAL MEXICANO 2006	  	DUELO	  	11/17/2005 SR	  	11/21/2005	  	SR 377-588	
BOLEROS ROMANTICOS VOL. 2	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	8/19/2005	  	8/22/2005	  	SR 378-053	
					
Ml HISTORIA	  	NAPOLEON	  	8/19/2005	  	8/22/2005	  	SR 378-054	
					
20 INOLVIDABLES VOL. 2	  	LOS ACOSTA	  	1/10/2006	  	1/12/2006	  	SR 378-759	
					
JAE - P & MEXICLAN	  	JUNTOS CON SUS EXITOS	  	2/6/2006	  	2/23/2006	  	SR 378-828	
					
CYNTHIA Y MERCENARIO	  	LA VOZ Y EL MARRONEO / LOS ROQUE	  	2/6/2006	  	2/23/2006	  	SR 370-831	
					
SUPER EXITOS DE LA MUSICA POP 2005	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	2/23/2006	  	SR 378-836	
					
ANDY AGUILERA	  	REGGAETON BACHATEAO	  	2/6/2006	  	2/23/2006	  	SR 378-837	
					
LAS 15 #1 DE LA MUSICA DURANGUENSE	  	LA VIRTUD DE DURANGO	  	2/21/2006 SR	  	2/23/2006	  	SR 378-838	
					
LIMIT 21	  	RANKEAO	  	2/6/2006	  	2/23/2006	  	SR 378-839	
					
DUENDE SONIDERO MIX - VOL 3	  	VARIOS	  	2/6/2006 SR	  	2/23/2006	  	SR 378-840	
					
LOS CADETES DE LINARES & CHUY VEGA	  	JUNTOS CON SUS EXITOS	  	2/6/2006	  	2/23/2006	  	SR 378-849	
					
RITMO ALEGRE	  	DE SUR A NORTE	  	2/6/2006	  	2/23/2006	  	SR 378-851	
					
RICKY Y DIANA	  	BACHATAZOS UNIVISION - LOS MEJORES EXITOS	  	2/6/2006	  	2/23/2006	  	SR 378-852	
					
DUELO	  	DOS EN UNO	  	2/6/2006	  	2/23/2006	  	SR 378-853	
					
JESSIE MORALES & JOEL ELIZALDE	  	JUNTOS CON SUS EXITOS	  	2/6/2006	  	2/23/2006	  	SR 378-854	
					
JENNIFER PEÑA & PILAR MONTENEGRO	  	JUNTAS CON SUS EXITOS	  	2/6/2006	  	2/23/2006	  	SR 378-855	
LOS REYES DEL CORRIDOS	  	LOS ORIGINALES DE SAN JUAN & CHUY VEGA	  	11/17/2005	  	11/21/2005	  	SR 379-148	
					
MEXICLAN (EXPLICIT)	  	MEXICLAN	  	11/16/2005	  	11/18/2005	  	SR 379-154	
					
MEXICLAN (CLEAN)	  	MEXICLAN	  	11/16/2005	  	11/18/2005	  	SR 379-156	

	 	Page 7	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
SUS GRANDES EXITOS CON BANDA	  	LOS ORIGINALES DE SAN JUAN	  	11/17/2005	  	11/21/2005	  	SR 379-157	
					
DECIMO ANIVERSARIO-QUE BUENA	  	VARIOUS ARTISTS	  	11/17/2005	  	11/21/2005	  	SR 379-167	
					
RECUERDOS NAVIDEñOS	  	VARIOUS ARTISTS	  	11/17/2005	  	11/21/2005	  	SR 379-367	
					
HERRADERDO SIGUE Y SIGUE	  	HERRADERO SHOW DE DURANGO	  	11/16/2005	  	11/18/2005	  	SR 379-386	
					
FIESTAS NAVIDEÑAS	  	VARIOUS ARTISTS	  	11/17/2005	  	11/21/2005	  	SR 379-391	
					
15 POLKAS ALACRANERAS	  	ALACRANES MUSICAL	  	11/16/2005	  	11/15/2005	  	SR 379-426	
					
A UN PASO DEL AMOR	  	EKTOR	  	11/16/2005	  	11/15/2005	  	SR 379-455	
					
MAS GRANDE QUE EL	  	ELVIS MARTINEZ	  	11/16/2005	  	11/15/2005	  	SR 379-731	
					
MEXICLANOS UNIDOS (EXPLICIT)	  	MEXICLAN	  	11/16/2005	  	11/15/2005	  	SR 379-741	
					
MEXICLANOS UNIDOS (CLEAN)	  	MEXICLAN	  	11/16/2005	  	11/15/2005	  	SR 379-742	
					
PARRANDA TEQUILERA DE FIN DE AÑO	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-966	
					
ARCOIRIS MUSICAL MEXICANO 2006	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-967	
					
DINASTIA RIVERA	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-984	
					
20 GREATEST HITS VOL2	  	MOJADO	  	11/23/2005 PA	  	11/28/2005	  	SR 379-987	
					
EL MOVIMIENTO DE HIP HOP	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/28/2005	  	SR 379-988	
					
KICKIN’ IT…JUNTOS	  	AKWID & JAE-P	  	11/23/2005 SR	  	11/28/2005	  	SR 379-989	
					
15 SUPER EXITOS	  	LOS ALEGRES DE LA SIERRA	  	1/10/2006	  	1/12/2006	  	SR 380-200	
					
LOS PATRONES DEL REGGAETON VOL. 2	  	VARIOUS ARTISTS	  	1/10/2006	  	1/12/2006	  	SR 380-201	
					
POR Ml SANGRE	  	PATRON DE DURANGO	  	1/10/2006	  	1/12/2006	  	SR 380-203	
					
CORRIDOS DE CABALLOS FAMOSOS	  	LOS HURACANES DEL NORTE	  	11/07/2005 SR	  	11/9/2005	  	SR 380-233	
					
CORRIDOS PERFONES	  	JUAN ACUÑA Y EL TERROR DEL NORTE	  	1/10/2006	  	1/12/2006	  	SR 380-235	
					
20 LLEGADORAS	  	CONJUNTO PRIMAVERA & BANDA EL RECODO	  	11/23/2005 SR	  	11/28/2005	  	SR 380-438	
					
15 CUMBIAS QUE NUNCA SE OLVIDAN	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/29/2005	  	SR 380-588	
30 EXITOS VOL 2	  	GRUPO PEGASSO	  	1/10/2006	  	1/12/2006	  	SR 382-127 &
SR 379-914	
					
NOMINADOS A LOS LATIN GRAMMY 2005	  	VARIOUS ARTISTS	  	1/9/2006	  	1/11/2006	  	SR 382-179	
					
30 EXITOS	  	GRUPO PEGASSO	  	1/10/2006	  	1/12/2006	  	SR 382-269	
					
UN BORRACHO SIN FUTURO	  	JUAN RIVERA	  	1/10/2006	  	1/12/2006	  	SR 382-273	
					
HOUSTON RODEO LIVE	  	JENNIFER PEÑA	  	11/17/2005 SR	  	11/21/2005	  	SR 382-493	
					
LAS CARAS DE LA LUNA	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/29/2005	  	SR 382-494	
					
LOS CUATRO DE CHIHUAHUA	  	VARIOUS ARTISTS	  	11/27/05 SR	  	11/29/2006	  	SR 382-495	
					
CUATRO ESTRELLAS EN EL CIELO	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/29/2005	  	SR 382-496	
					
SIMPLEMENTE LA MEJOR	  	JENNI RIVERA	  	11/07/2005 SR	  	11/9/2005	  	SR 382-497	
					
EN SOLEDAD	  	JIMENA	  	11/16/2005 SR	  	11/15/2005	  	SR 382-502	
					
MAS CONTROL	  	CONTROL	  	11/17/2005 SR	  	11/21/2005	  	SR 382-503	
					
ARCOIRIS MUSICAL MEXICANO DE COLECCION	  	VARIOUS ARTISTS	  	11/17/2005 SR	  	11/21/2005	  	SR 382-504	
					
SUPER ESTRELLAS DEL POP	  	VARIOUS ARTISTS	  	1/10/2006 SR	  	1/12/2006	  	SR 382-641	

	 	Page 8	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
25 AÑOS - 25 EXITOS	  	TROPICAL DEL BRAVO	  	1/10/2006SR	  	1/12/2006	  	SR 382-644	
MI HOMENAJE GIGANTE A LA MUSICA NORTEÑA	  	DON FRANCISCO	  	11/07/2005 SR	  	11/6/2005	  	SR 382-665	
					
HIP HOP NATION EN ESPAÑOL	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/28/2005	  	SR 382-673	
					
180 GRADOS	  	GERARDO	  	11/23/2005 SR	  	11/28/2005	  	SR 382-681	
					
ROMPIENDO CORAZONES	  	ZARPAZO MUSICAL	  	4/19/2006	  	4/18/2006	  	SR 382-834	
					
CON EL VIENTO A TU FAVOR	  	ADALBERTO LORETO	  	1/27/2006	  	2/23/2006	  	SR 383-039	
					
DOS EN UNO	  	ADAN CHALINO SANCHEZ	  	1/27/2006 SR	  	2/23/2006	  	SR 383-040	
					
BUSCO A UNA MUJER	  	BANDA LOS LAGOS	  	1/27/2006	  	2/23/2006	  	SR 383-041	
					
15 EXITOS	  	DAVID TAFOLLA Y SUS CORAZONES DEL PACIFICO	  	1/27/2006 SR	  	2/23/2006	  	SR 383-046	
					
MILAGRO DE AMOR	  	CECILIA COVARRUBIAS	  	1/27/2006	  	2/23/2006	  	SR 383-049	
					
SIEMPRE QUE ME EMBORRACHO	  	LOS ALAZANES	  	1/27/2006	  	2/23/2006	  	SR 383-050	
					
ADIOS AMOR	  	CUMBRE NORTEÑA	  	1/27/2006	  	2/23/2006	  	SR 383-051	
					
REGGAE-TEANDO CON BANDA	  	BANDA POTRERO	  	1/27/2006	  	2/23/2006	  	SR 383-052	
					
15 EXITOS DURANGUENSES	  	LOS TITANES DE DURANGO	  	1/27/2006 SR	  	2/23/2006	  	SR 383-053	
					
REGGAETON Y CUMBIA	  	BANDA LOS LAGOS	  	1/27/2006 SR	  	2/23/2006	  	SR 383-057	
					
AMORES QUE MATAN	  	OLIMPO GONZALEZ	  	1/27/2006	  	2/23/2006	  	SR 383-058	
					
15 CORRIDOS DURANGUENSES	  	BANDA POTRERO	  	1/27/2006 SR	  	2/23/2006	  	SR 383-060	
					
CONTIGO SUEÑO	  	DUETO HERMANOS HIGUERA	  	1/27/2006	  	2/23/2006	  	SR 383-061	
					
AMOR Y LAGRIMAS	  	ADAN CHALINO SANCHEZ	  	1/27/2006	  	2/21/2006	  	SR 383-063	
					
100% SABROSURA	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 SR	  	3/23/2006	  	SR 383-156	
					
EXITOS EN VIVO	  	LOS HUMILDES HERMANOS AYALA	  	3/20/2006 SR	  	3/23/2006	  	SR 383-185	
					
MIS 20 EXITOS ORIGINALES	  	JESSIE MORALES	  	3/20/2006 SR	  	3/23/2006	  	SR 383-186	
					
25 ANIVERSARIO, FAMOSAS Y SABROSAS	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 SR	  	3/23/2006	  	SR 383-188	
					
DEJATE OUERER	  	LOS HURACANES DEL NORTE	  	11/23/2005 SR	  	11/28/2005	  	SR 383-234	
					
SAFARI CON SABROSURA	  	FITO OLIVARES Y SU GRUPO	  	7/26/2006 SR	  	7/31/2006	  	SR 383-258	
					
REGGAETON CON NAVIDAD	  	VARIOUS ARTISTS	  	2/21/2006 SR	  	2/27/2006	  	SR 383-467
& 383-187	
					
VARIOUS ARTISTS	  	BACHATA TIPICO 2004	  	2/21/2006	  	2/27/2006	  	SR 383-468	
					
DE GIRA CON…LOS INDOMABLES DE CEDRAL	  	LOS INDOMABLES DE CEDRAL	  	1/10/2006 SR	  	1/12/2006	  	SR 383-625	
					
SUSPIROS	  	EL COYOTE Y SU BANDA TIERRA SANTA	  	2/21/2006 SR	  	2/27/2006	  	SR 383-699	
					
LA SOTA	  	LOS TRAVIEZOS DEL NORTE	  	4/19/2006	  	4/18/2006	  	SR 384-711	
					
POR UN JURAMENTO	  	FLAMAZO NORTEÑO	  	4/19/2006	  	4/18/2006	  	SR 384-713	
A MI MODO	  	GRUPO TENTACION CANTA: NOE MARTIN	  	4/19/2006	  	4/18/2006	  	SR 384-714	
					
LO QUE TE QUEDA	  	BANDA PERLA DE MICHOACAN	  	4/19/2006	  	4/18/2006	  	SR 384-715	
					
SAGAZ MUSICAL	  	SAGAZ MUSICAL	  	4/19/2006	  	4/18/2006	  	SR 384-716	
					
MAS CLARO NI EL AGUA	  	LOS SUCESORES	  	7/11/2006	  	7/13/2006	  	SR 385-232	
					
2 EN 1	  	LOS HURACANES DEL NORTE	  	7/11/2006 SR	  	7/13/2006	  	SR 385-272	

	 	Page 9	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
CONFESIONES DE MUJER	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 385-452	
					
ABANDONE A MI AMIGO	  	BETO QUINTANILLA	  	3/20/2006 SR	  	3/23/2006	  	SR 385-453	
					
15 #1 PURAS NORTEÑAS	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 385-454	
					
TRES DECADAS DE EXITOS	  	LOS HUMILDES HERMANOS AYALA	  	3/20/2006 SR	  	3/23/2006	  	SR 385-455	
					
THE MAIN EVENT-EAST MEETS WEST	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 385-458	
					
SIEMPRE FUIMOS DOS	  	AMANDA MIGUEL & DIEGO VERDAGUER	  	3/20/2006 SR	  	3/23/2006	  	SR 385-465	
					
LOS REYES DE SINALOA	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/28/2006	  	SR 385-602	
					
SI TE QUEDARAS	  	MAZIZO MUSICAL	  	11/23/2005 SR	  	11/28/2005	  	SR 385-603	
					
REGRESA CON 100% NORTEÑO	  	JESSIE MORALES	  	1/10/2006 SR	  	1/12/2006	  	SR 385-605	
					
TU SIGUES SIENDO LA MISMA	  	FURIA DEL NORTE	  	8/19/2005	  	8/22/2005	  	SR 385-606	
					
LA HUELLA DE MIS BESOS	  	BALSAS MUSICAL	  	4/19/2006	  	4/18/2006	  	SR 385-682	
					
DELINCUENTES DEL AMOR	  	SUENO NORTENO	  	4/19/2006	  	4/18/2006	  	SR 385-686	
					
LOS REYES DEL SAXOFON	  	VARIOUS ARTISTS	  	7/11/2006 SR	  	7/13/2006	  	SR 386-507	
					
HOY, MAÑANA Y SIEMPRE	  	TITO NIEVES	  	7/11/2006	  	7/13/2006	  	SR 386-509	
					
GUILLAERA	  	VARIOUS ARTISTS	  	1/9/2006 SR	  	1/11/2006	  	SR 386-688	
					
RANCHERISIMAS CON BANDA	  	GRACIELA BELTRAN	  	4/19/2006 SR	  	4/18/2006	  	SR 386-689	
					
SALSATON-SALSA CON REGGAETON	  	ANDY MONTAÑEZ	  	5/15/2006	  	6/2/2006	  	SR 386-911	
					
EN EFECTIVO	  	MIGUEL PLAY	  	5/15/2006	  	6/2/2006	  	SR 386-912	
					
GREATEST HITS	  	PETE ASTUDILLO	  	4/20/2006 SR	  	6/2/2006	  	SR 386-929	
BOLEROS ROMANTICOS DE LA EPOCA DE ORO VOL. 1	  	VARIOUS ARTISTS	  	4/20/2006	  	6/2/2006	  	SR 386-931	
					
FABRICANDO FANTASIAS	  	TITO NIEVES	  	4/20/2006	  	6/2/2006	  	SR 386-932	
					
DURANGUENSE 100%	  	CORTEZ DE LA SIERRA	  	4/20/2006	  	6/2/2006	  	SR 386-933	
BOLEROS ROMANTICOS DE LA EPOCA DE ORO
VOL. 2	  	VARIOUS ARTISTS	  	4/20/2006	  	6/2/2006	  	SR 386-935	
					
NUESTROS MEJORES CORRIDOS	  	LOS ORIGINALES DE SAN JUAN	  	4/20/2006 SR	  	6/2/2006	  	SR 386-936	
					
FIESTA DECEMBRINA	  	VARIOUS ARTISTS	  	5/5/2006	  	6/2/2006	  	SR 386-960	
20 CORRIDOS	  	LOS CADETES DE LINARES & ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	5/5/2006 SR	  	6/2/2006	  	SR 386-961	
					
20 JOYAS REGIONALES	  	VARIOUS ARTISTS	  	5/5/2006 SR	  	6/2/2006	  	SR 386-970	
					
JUNTOS POR PRIMERA VEZ	  	VARIOUS ARTISTS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-012	
					
ANDRES CEPEDA	  	ANDRES CEPEDA	  	5/15/2006	  	6/2/2006	  	SR 387-026	
					
PARAISO TROPICAL DE DURANGO	  	VIVIRE	  	5/15/2006	  	6/2/2006	  	SR 387-036	
					
20 ROMANTICOS DE TODOS LOS TIEMPOS	  	VARIOUS ARTISTS	  	4/20/2006 SR	  	6/2/2006	  	SR 387-037	
ESTOS SI SON CORRIDOS CON NORTEÑO Y BANDA	  	VARIOUS ARTISTS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-038	
					
LA SALSA VIVE	  	VARIOUS ARTISTS	  	5/15/2006	  	6/2/2006	  	SR 387-039	
					
BOLEROS ROMANTICOS DE LA EPOCA DE ORO
VOL. 3	  	VARIOUS ARTISTS	  	4/20/2006	  	6/2/2006	  	SR 387-040	
					
SESI	  	SESI	  	4/20/2006	  	6/20/2006	  	SR 387-068	
					
20 BANDAZOS DE AMOR	  	VARIOUS ARTISTS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-069	
					
30 RECUERDOS GRUPEROS	  	VARIOUS ARTISTS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-070	
					
SOY DIFERENTE	  	INDIA	  	5/15/2006	  	6/2/2006	  	SR 387-071	

	 	Page 10	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
2 EN 1	  	LOS ORIGINALES DE SAN JUAN	  	5/15/2006 SR	  	6/2/2006	  	SR 387-072	
					
HOMENAJE A LOS ALEGRES DE TERAN	  	EL CARTEL DE NUEVO LEON	  	4/20/2006	  	6/2/2006	  	SR 387-210	
					
TRIBUTO ROMANTICO	  	LOS YONIC’S & LOS FREDDY’S	  	4/20/2006 SR	  	4/24/2006	  	SR 387-847	
					
LOS REYES DE LA BANDA-PUROS CORRIDOS	  	VARIOUS ARTISTS	  	4/20/2006 SR	  	4/24/2006	  	SR 387-862	
					
DE AQUI PA’L REAL	  	LOS HERMANOS CORIA DE MICHOACAN	  	4/19/2006	  	4/18/2006	  	SR 387-882	
POEMAS DE AMOR CON LOS GRANDES GRUPOS	  	VARIOUS ARTISTS	  	4/20/2006 SR	  	4/24/2006	  	SR 387-909	
					
JUNTAS CON SUS EXITOS	  	VARIOUS ARTISTS	  	4/20/2006 SR	  	4/24/2006	  	SR 387-912	
					
25 ANIVERSARIO	  	GRUPO PEGASSO	  	4/20/2006 SR	  	4/24/2006	  	SR 388-037	
					
EN VIVO	  	LOS BONDADOSOS	  	4/20/2006 SR	  	4/24/2006	  	SR 388-801	
					
NOVIA LINDA	  	ANGEL GARAY	  	4/19/2006 SR	  	4/18/2006	  	SR 388-879	
					
LIVE IN JAPAN	  	AKWID	  	4/21/2006	  	6/2/2006	  	SR 388-885	
					
14 EXITOS HISTORIA MUSICAL	  	EL CARTEL DE NUEVO LEON	  	11/23/2005 SR	  	1/28/2005	  	SR 389-884	
					
FLOW CALLEJERO	  	ÑENGO FLOW	  	4/21/2006	  	6/2/2006	  	SR 389-908	
					
DURANGUENSE CLUB REMIXES	  	VARIOUS ARTISTS	  	7/26/2006	  	7/31/2006	  	SR 391-527	
					
PROHIBIDO	  	EL COYOTE Y SU BANDA TIERRA SANTA	  	7/26/2006	  	7/31/2006	  	SR 391-533	
WILY PROMOTIONS PRESENTS REGGAETON TRACKS	  	VARIOUS ARTISTS	  	7/26/2006 SR	  	7/31/2006	  	SR 391-534	
					
30 ROMANTICAS	  	LOS ANGELES NEGROS	  	7/26/2006 SR	  	7/31/2006	  	SR 391-535	
					
2 EN 1	  	BETO QUINTANILLA	  	7/26/2006 SR	  	7/31/2006	  	SR 391-536	
					
SOLO QUEDATE EN SILENCIO	  	ZENTELLAS Y JR	  	7/26/2006	  	7/31/2006	  	SR 391-540	
					
EL PROBLEMA DE MI MARIDO	  	ROXANNA REAL -	  	7/26/2006	  	7/31/2006	  	SR 391-541	
					
DIRIRIRI PRESENTA PERREO MIX TAPE	  	VARIOUS ARTISTS	  	7/26/2006	  	7/31/2006	  	SR 391-542	
					
20 GRANDES EXITOS	  	LOS RAZOS DE SACRAMENTO Y REYNALDO	  	7/26/2006 SR	  	7/31/2006	  	SR 391-726	
					
CORRIDOS Y RANCHERAS	  	LOS GALLEROS DE MICHOACAN	  	4/19/2006	  	4/18/2006	  	SR 392-842	
					
RUMBO A TU CORAZON	  	TROTAMUNDOS	  	4/19/2006	  	4/18/2006	  	SR 392-843	
					
CON LAS GANAS NO ME QUEDO	  	SHIBATA FLORES	  	4/19/2006	  	4/18/2006	  	SR 392-844	
					
LA POMPOLA	  	LOS HIJOS DE PONCIA	  	4/19/2006	  	4/18/2006	  	SR 392-845	
					
PERFECTAMENTE MENTIROSA	  	JAIME VARELA	  	4/19/2006	  	4/18/2006	  	SR 392-846	
					
LADRON DE AMOR	  	LOS GAMMA	  	4/19/2006	  	4/18/2006	  	SR 392-847	
					
SUS PRIMERAS BALADAS - 20 SUPER EXITOS 2	  	INDUSTRIA DEL AMOR	  	4/20/2006 SR	  	4/24/2006	  	SR 393/060	
					
PA MI RAZA	  	JAE-P	  	7/11/2006	  	7/13/2006	  	SR 393-021	
					
20 EXITOS VOL 1	  	TAM Y TEX	  	11/23/2005 SR	  	11/28/2005	  	SR 393-031	
					
AMOR DE ESTUDIANTE	  	JESSIE MORALES	  	1/9/2006 SR	  	1/11/2006	  	SR 393-034	
					
FRUTO DE ESE AMOR	  	LOS PANCHIS DE TIERRA CALIENTE	  	7/26/2006	  	7/31/2006	  	SR 393-047	
					
4 ROMANTICOS PARA SIEMPRE	  	VARIOUS ARTISTS	  	7/26/2006 SR	  	7/31/2006	  	SR 393-048	
					
20 GRANDES EXITOS	  	LOS DOS GRANDES DE LA SIERRA	  	7/26/2006 SR	  	7/31/2006	  	SR 393-049	
					
20 SUPER EXITOS	  	LOS IRACUNDOS	  	7/26/2006 SR	  	7/31/2006	  	SR 393-050	
					
20 EXITOS	  	EL JEFE Y SU GRUPO	  	7/26/2006 SR	  	7/31/2006	  	SR 393-051	
					
LO NUEVO Y LO MEJOR DE YNDIO	  	GRUPO YNDIO	  	7/26/2006 SR	  	7/31/2006	  	SR 393-052	
					
AHORA QUIEN	  	TATUAJE	  	4/20/2006	  	4/24/2006	  	SR 393-054	

	 	Page 11	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
NOMAS CONTIGO	  	RESKT	  	4/20/2006	  	4/24/2006	  	SR 393-061	
					
20 CORRIDOS	  	LOS CADETES DE LINARES	  	4/20/2006 SR	  	4/24/2006	  	SR 393-062	
					
20 SUPER EXITOS	  	TAM Y TEX Y RENACIMIENTO ‘74	  	4/20/2006 SR	  	4/24/2006	  	SR 393-063	
					
PIQUETES Y LAMENTOS - GRANDES EXITOS	  	VARIOUS ARTISTS	  	1/10/2006 SR	  	1/12/2006	  	SR 393-974	
					
100% CORRIDOS DURANGUENSES	  	VARIOUS ARTISTS	  	11/23/2005 SR	  	11/28/2005	  	SR 394-790	
					
TIERRA DE FUEGO	  	GRUPO ARDIENTE	  	11/15/2006 SR	  	11/20/2006	  	SR 396-079	
					
30 EXITOS	  	LOS PASTELES VERDES	  	11/15/2006 SR	  	11/20/2006	  	SR 396-081	
					
MI HISTORIA	  	GRACIELA BELTRAN	  	7/11/2006 SR	  	7/13/2006	  	SR 396-367	
					
PURO PA’ ARRIBA	  	LOS HURACANES DEL NORTE	  	11/15/2006	  	11/17/2006	  	SR 396-411	
					
ASI SOY YO	  	ANAIS	  	7/11/2006 SR	  	8/2/2006	  	SR 397-617	
ARCOIRIS MUSICAL MEXICANO-COLECCION DE EXITOS	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-953	
					
DOS HISTORIAS	  	SELENA & ANA BARBARA	  	4/21/2006 SR	  	6/2/2006	  	SR 397-955	
					
SIMPLEMENTE LO MEJOR	  	ALACRANES MUSICAL	  	4/21/2006 SR	  	6/2/2006	  	SR 397-956	
					
PARRANDA TEQUILERA 2006	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-957	
					
SOLO PARA ADOLORIDOS	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-958	
					
FIEBRE SONIDERA	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-959	
					
EL MOVIMIENTO DE HIP HOP - LA REVOLUCION	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-960	
					
HISTORIA MUSICAL NORTEÑA - SOLO EXITOS	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-961	
					
STILL KICKIN’ IT	  	AKWID & JAE-P	  	4/21/2006 SR	  	6/2/2006	  	SR 397-962	
					
LAS 20 QUE MAS ME LLEGAN	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-963	
					
LOS MAS PESADOS	  	VARIOUS ARTISTS	  	4/21/2006 SR	  	6/2/2006	  	SR 397-964	
					
LA BALA	  	DUETO HERMANOS HIGUERA	  	4/21/2006 SR	  	6/2/2006	  	SR 397-965	
EN LAS CALLES	  	FLAKISS	  	11/15/2006 SR	  	11/20/2006	  	SR 397-985	
					
CONTROLMANIA	  	CONTROL	  	4/19/2006 SR	  	4/18/2006	  	SR 397-990	
					
XTREME	  	XTREME	  	7/26/2006	  	11/20/2006	  	SR 398-089	
					
MEJOR QUE NUNCA	  	FRANKIE NEGRON	  	11/15/2006	  	11/20/2006	  	SR 398-069	
SUS GRANDES EXITOS	  	EZEQUIEL PENA Y EL COYOTE Y SU BANDA TIERRA SANTA	  	11/15/2006	  	11/17/2006	  	SR 398-104	
					
LINEA DE ORO	  	GRACIELA BELTRAN	  	11/15/2006 SR	  	11/17/2006	  	SR 398-109	
					
30 JOYAS NORTEÑAS	  	VARIOUS ARTISTS	  	11/15/2006 SR	  	11/17/2006	  	SR 398-110	
					
LINEA DE ORO	  	ADAN CHALINO SANCHEZ	  	11/15/2006 SR	  	11/17/2006	  	SR 398-111	
					
PENAS DE AMOR	  	RELAMPAGO NORTEÑO	  	11/15/2006	  	11/17/2006	  	SR 398-112	
					
30 EXITOS	  	LOS DIABLOS	  	11/15/2006 SR	  	11/17/2006	  	SR 398-113	
					
30 EXITOS	  	LOS MUECAS	  	11/15/2006 SR	  	11/17/2006	  	SR 398-115	
					
LINEA DE ORO	  	INDUSTRIA DEL AMOR	  	11/15/2006	  	11/17/2006	  	SR 398-116	
					
DJ MEMO PRESENTS REGGAETON UN-CUT	  	VARIOUS ARTISTS	  	11/15/2006 SR	  	11/17/2006	  	SR 398-117	
					
2 EN 1	  	JENNIFER PEÑA	  	11/15/2006 SR	  	11/17/2006	  	SR 398-118	
					
LINEA DE ORO	  	ALEGRES DE LA SIERRA	  	11/15/2006	  	11/17/2006	  	SR 398-574	
					
TE VA A DOLER	  	NICO FLORES Y SU BANDA PURO MAZATLAN	  	11/15/2006	  	11/17/2006	  	SR 398-576	

	 	Page 12	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
2 EN 1	  	AKWID	  	11/15/2006 SR	  	11/17/2006	  	SR 398-577	
					
CON AMOR ETERNO	  	VARIOUS ARTISTS	  	11/15/2006 SR	  	11/17/2006	  	SR 398-578	
					
A ESCONDIDAS	  	DURANGO EXPRESS	  	11/15/2006	  	11/20/2006	  	SR 398-584	
					
30 EXITOS	  	GRUPO MIRAMAR DE ENRIQUE CARIÑO	  	11/15/2006 SR	  	11/20/2006	  	SR 398-585	
					
REGGAETON K.O. ROUND 2	  	VARIOUS ARTISTS	  	11/15/2006	  	11/20/2006	  	SR 398-586	
					
LINEA DE ORO	  	EL COYOTE Y SU BANDA TIERRA SANTA	  	11/15/2006 SR	  	11/20/2006	  	SR 398-587	
					
2 EN 1	  	LOS HUMILDES	  	11/15/2006	  	11/20/2006	  	SR 398-589	
					
MAS DE Ml	  	CHARLIE CRUZ	  	11/15/2006	  	11/20/2006	  	SR 398-590	
					
LINEA DE ORO	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	11/15/2006 SR	  	11/20/2006	  	SR 398-591	
					
DE DURANGO PARA EL MUNDO VOL. 2	  	VARIOUS ARTISTS	  	11/15/2006 SR	  	11/20/2006	  	SR 398-592	
					
R. CELA	  	RAUL CELA	  	11/15/2006	  	11/20/2006	  	SR 398-593	
					
DUENDE MIX SONIDERO VOL. 5	  	VARIOUS ARTISTS	  	11/15/2006 SR	  	11/20/2006	  	SR 398-599	
					
LOS INMORTALES	  	ADAN CHALINO SANCHEZ	  	7/11/2006 SR	  	7/13/2006	  	SR 399-380	
					
RITMO Y FUERZA	  	TAM Y TEX	  	11/15/2006 SR	  	11/20/2006	  	SR 399-544	
					
SIGO EN LA JUGADA	  	JESSIE MORALES	  	11/15/2006 SR	  	11/20/2006	  	SR 399-545	
					
EN VIVO DESDE MONTERREY	  	DUELO	  	11/16/2005 SR	  	11/15/2005	  	SR 399-732	
					
BACHATA NAVIDEÑA	  	VARIOUS ARTISTS	  	11/16/2005 SR	  	11/15/2005	  	SR 679-738	
					
Poemas..Para Tu Corazon V.II	  	Los Acosta	  	7/10/2002	  	7/12/2002	  	SR-315-604	
					
28 HURACANAZOS	  	LOS HURACANES DEL NORTE	  	4/29/2003	  	5/5/2003	  	SR-326-712	
					
ARCOIRIS MUSICAL VOL.2	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-713	
					
TARAHUMARA	  	CONJUNTO TARAHUMARA	  	4/29/2003	  	5/5/2003	  	SR-326-714	
					
TALISMAN	  	TALISMAN	  	4/29/2003	  	5/5/2003	  	SR-326-715	
					
30 GRUPEROS DE COLECCION	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-719	
					
30 INOLVIDABLES CON BANDA	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-787	
					
CORRIDOS SIN PELOS EN LA LENGUA	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-790	
					
SONIDERO NACIONAL	  	VARONIL	  	4/29/2003	  	5/5/2003	  	SR-326-791	
					
GUERRA DE SAXOFONES Y ACORDEONES	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-793	
					
ME DEJASTE SOLO	  	CARLOS Y LOS CACHORROS	  	4/29/2003	  	5/5/2003	  	SR-326-795	
					
FIESTA LATINA 2003	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-796	
					
SIN TU LATIDO	  	JOEL ELIZALDE	  	4/29/2003	  	5/5/2003	  	SR-326-797	
					
EL MEJOR REGALO	  	EL MORRO	  	4/29/2003	  	5/5/2003	  	SR-326-798	
					
SONIDEROS USA	  	VARIOUS ARTISTS	  	4/29/2003	  	5/5/2003	  	SR-326-800	
					
A TU RITMO	  	LA CONTRA	  	4/29/2003	  	5/5/2003	  	SR-326-801	
					
NO ME ARREPIENTO DE NADA	  	GRACIELA BELTRAN	  	4/29/2003	  	5/5/2003	  	SR-326-806	
					
30 INOLVIDABLES	  	INDUSTRIA DEL AMOR	  	4/29/2003	  	5/5/2003	  	SR-326-808	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	RAZA OBRERA	  	2/5/2004	  	2/9/2004	  	SR-339-674	

	 	Page 13	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS ORIGINALES DE SAN JUAN	  	2/5/2004	  	2/9/2004	  	SR-339-675	
NO AGUANTO MAS	  	EL CARTEL DE NUEVO LEON	  	4/13/2004	  	2/9/2004
4/16/2004	  	SR-339-677
SR 350-370	
20 CORRIDOS	  	LUIS Y JULIAN & ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	4/1/2004	  	2/9/2004	  	SR-339-678	
					
SALVAME	  	PRISCILA Y SUS BALAS DE PLATA	  	10/2/2003	  	10/10/2003	  	SR-340-523	
					
Aventurero	  	Inesperado	  	8/5/2002	  	9/12/2002	  	SR-340-684	
GUERRA DE SAXOFONES Y ACORDEONES VOL. 2	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-341-575	
					
20 ROMANTICAS NORTEÑAS	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-341-576	
					
25 EXITOS ORIGINALES	  	LOS ORIGINALES DE SAN JUAN	  	10/28/2003	  	11/4/2003	  	SR-341-577	
					
20 ROMANTICAS CON BANDA	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-341-578	
					
TOCANDO FONDO	  	ESTRUENDO	  	10/28/2003	  	11/4/2003	  	SR-341-579	
					
LLEVAME	  	CONJUNTO PIRAMIDE	  	10/28/2003	  	11/4/2003	  	SR-341-580	
					
TE LO DIJE UNA VEZ	  	BUGARIN (JUVENTUD NORTEÑA)	  	10/28/2003	  	11/4/2003	  	SR-341-581	
					
PARRANDA TEQUILERA A LA MEXICANA	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-341-582	
					
Y TENERTE OTRA VEZ	  	PEPE AGUILAR	  	10/28/2003	  	11/4/2003	  	SR-341-583	
					
NI DE AQUI, NI DE ALLA	  	JAE-P	  	10/28/2003	  	11/4/2003	  	SR-341-584	
					
FURIA ALACRANERA	  	ALACRANES MUSICAL	  	10/28/2003	  	11/4/2003	  	SR-341-585	
					
COMO TE EXTRAÑO: 70’S Y 80’S VOL. 3	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-341-586	
					
DESDE HOY	  	DUELO	  	10/28/2003	  	11/4/2003	  	SR-341-587	
CON LAS ALAS ROTAS	  	BANDA LA COSTENA DE DON RAMON LOPEZ ALVARADO	  	10/28/2003	  	11/4/2003	  	SR-341-588	
					
ROLONONONAS PA’ LA RAZA	  	RAZA OBRERA	  	10/28/2003	  	11/4/2003	  	SR-341-589	
					
20 VIEJAS MUY BUENAS	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-341-590	
					
ESTILO PROPIO	  	SON DE CALI	  	10/28/2003	  	11/4/2003	  	SR-341-591	
					
TE VOY A HACER FELIZ	  	FORASTEROS DE SAN LUIS	  	10/28/2003	  	11/4/2003	  	SR-341-592	
					
CORAZON ENAMORADO	  	URSULA SOL	  	10/28/2003	  	11/4/2003	  	SR-341-593	
					
NUESTRA HISTORIA: 20 EXITOS	  	LOS HUMILDES HERMANOS AYALA	  	10/28/2003	  	11/4/2003	  	SR-341-594	
					
RECUERDOS Y ALGO MAS	  	CHUY VEGA	  	10/28/2003	  	11/4/2003	  	SR-341-595	
					
EL AMOR QUE TE DOY	  	LOS CADETES DE LINARES	  	10/28/2003	  	11/4/2003	  	SR-341-596	
					
SIGO SIENDO ORIGINAL	  	JESSIE MORALES	  	10/28/2003	  	11/4/2003	  	SR-341-597	
					
MI HISTORIA	  	ANGELICA MARIA	  	10/28/2003	  	11/4/2003	  	SR-341-598	
					
PARRANDA TEQUILERA	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-344-606	
					
BILLBOARD LATIN MUSIC AWARDS 2003/ RM	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-344-607	
					
PROYECTO AKWID	  	AKWID	  	10/28/2003	  	11/4/2003	  	SR-344-608	
					
EN EL TIEMPO	  	LOS HURACANES DEL NORTE	  	10/28/2003	  	11/4/2003	  	SR-344-609	
					
30 INOLVIDABLES	  	LOS FREDDY’S	  	10/28/2003	  	11/4/2003	  	SR-344-610	
					
BILLBOARD LATIN MUSIC AWARDS 2003/ POP	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-344-611	
					
LAS DOS GRANDES: 16 SUPER EXITOS	  	BANDA EL RECODO/BANDA MACHOS	  	10/28/2003	  	11/4/2003	  	SR-344-612	
					
UN SOÑADOR	  	ADAN “CHALINO” SANCHEZ	  	10/28/2003	  	11/4/2003	  	SR-344-613	
					
TRES DECADAS GRUPERAS	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-344-614	

	 	Page 14	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
ENCUENTROS A TODA MADRE	  	GRUPO EXTERMINADO/LOS ORIGINALES DE SAN JUAN	  	10/28/2003	  	11/4/2003	  	SR-344-615	
					
POSADA SONIDERA 2003	  	VARIOUS ARTISTS	  	10/28/2003	  	11/4/2003	  	SR-344-616	
					
QUE TE VAYA BIEN EN TODO	  	LOS MISMOS	  	10/28/2003	  	11/4/2003	  	SR-344-617	
					
30 INOLVIDABLES	  	LOS CADETES DE LINARES	  	10/28/2003	  	11/4/2003	  	SR-344-618	
					
30 INOLVIDABLES	  	GRUPO MOJADO	  	10/28/2003	  	11/4/2003	  	SR-344-619	
					
30 INOLVIDABLES	  	NAPOLEON	  	10/28/2003	  	11/4/2003	  	SR-344-620	
					
MI HISTORIA, 20 EXITOS	  	BEATRIZ ADRIANA	  	10/28/2003	  	11/4/2003	  	SR-344-621	
					
BACHATA EXITOS CRISTIANOS Y ALGO MAS	  	JHONNY RAFAEL	  	10/28/2003	  	11/4/2003	  	SR-344-622	
					
30 EXITOS	  	CHALO CAMPOS	  	11/15/2006 SR	  	11/17/2006	  	SR398-575	
					
NUESTROS PRIMEROS 20 EXITOS	  	INDUSTRIA DEL AMOR	  	4/20/2004	  	VA 4/26/2004	  	VA 1-248-152	
					
20 EXITOS QUE SUEÑAN BONITO	  	LUIS Y JULIAN	  	4/20/2004	  	VA 4/26/2004	  	VA 1-248-153	
					
20 BALADAS DEL RECUERDO	  	RENACIMIENTO ‘74 & INDUSTRIA DEL AMOR	  	4/20/2004	  	VA 4/26/2004	  	VA 1-248-154	
					
20 EXITOS CUMBIAS CON SABOR	  	LOS SEPULTUREROS Y DULCE ROSARIO	  	4/20/2004	  	VA 4/26/2004	  	VA 1-255-936	
					
20 BOLEROS Y RANCHERAS	  	LOS NORTEÑITOS DE OJINAGA	  	4/20/2004	  	VA 4/26/2004	  	VA 1-255-937	
					
PUROS CORRIDOS	  	EL CARTEL DE NUEVO LEON	  	???	  	7/26/2004	  	VA 1-265-716	
20 CORRIDOS CON LOS GRUPOS DURANGUENSES MAS CALIENTES	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	VA 1-265-719	
					
15 CUMBIAS: 5 SUPER GRUPOS	  	VARIOUS ARTISTS	  	???	  	7/26/2004	  	VA 1-265-721	
					
15 CUMBIAS: 5 SUPER GRUPOS	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	VA 1-265-721	
					
20 BOLEROS DE ORO	  	LOS CADETES DE LINARES	  	???	  	7/28/2004	  	VA 1-265-722	
RECORDANDO A LAS MADRECITAS: 15 ROSAS EN SU HONOR	  	VARIOUS ARTISTS	  		  	7/28/2004	  	VA 1-265-723	
					
30 EXITOS INOLVIDABLES	  	FITO OLIVARES Y SU GRUPO	  	10/28/2003	  	11/4/2003	  	VA 1-265-726	
					
QUIERO SER	  	MAZIZO MUSICAL	  	9/17/2004	  	9/21/2004	  	VA 1-280-667	
					
CON EXPERIENCA Y JUVENTUD	  	LOS HURACANES DEL NORTE	  	???	  	2/22/2005	  	VA 1-301-549	
					
30 RECUERDOS	  	CADETES DE LINARES	  	8/19/2005	  	8/22/2005	  	VA 1-312-902
& SR 372-
483	
BOLEROS ROMANTICOS VOL. 2	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	08/19/2005 VA	  	8/22/2005	  	VA 1-312-937	
					
MI HISTORIA	  	NAPOLEON	  	08/19/2005 VA	  	8/22/2005	  	VA 1-312-938	
					
TOMAME O DEJAME	  	EL CARTEL DE NUEVO LEON	  	8/19/2005	  	8/22/05 VA & SR	  	VA 1-325-000
& SR 364-
044	
					
CORRIDOS DE CABALLOS FAMOSOS	  	LOS HURACANES DEL NORTE	  	11/7/2005 VA	  	11/9/2005	  	VA 1-337-368	
					
DUELO DE DUETOS	  	VARIOUS ARTISTS	  	11/23/2005 VA	  	11/29/2005	  	VA 1-339-482	
					
15 CORRIDOS Y NORTEÑAS	  	VARIOUS ARTISTS	  	11/23/2005 VA	  	11/28/2005	  	VA 1-340-889	
					
CUATRO ESTRELLAS EN EL CIELO	  	VARIOUS ARTISTS	  	11/23/2005 VA	  	11/29/2005	  	VA 1-341-517	
					
25 ANIVERSARIO EN CONCIERTO	  	BETO QUINTANILLA	  	1/10/2006 VA	  	1/12/2006	  	VA 1-344-008	
					
RITMO, AMOR Y PUEBLO	  	RAZA OBRERA	  	1/10/2006 VA	  	1/12/2006	  	VA 1-344-150	

	 	Page 15	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
DINASTIA RIVERA	  	VARIOUS ARTISTS	  	3/20/2006 VA	  	3/23/2006	  	VA 1-345-872	
					
20 INOLVIDABLES	  	JOSE ALFREDO JIMENEZ	  	2/21/2006 VA	  	2/27/2006	  	VA 1-349-115	
					
LAS 15 #1 DE LA MUSICA DURANGUENSE	  	LA VIRTUD DE DURANGO	  	2/21/2006 VA	  	2/27/2006	  	VA 1-349-116	
					
SUSPIROS	  	EL COYOTE Y SU BANDA TIERRA SANTA	  	2/21/2006 VA	  	2/27/2006	  	VA 1-349-117	
					
100% SABROSURA	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 VA	  	3/23/2006	  	VA 1-351-732	
					
EXITOS EN VIVO	  	LOS HUMILDES HERMANOS AYALA	  	3/20/2006 VA	  	3/23/2006	  	VA 1-351-815	
					
MIS 20 EXITOS ORIGINALES	  	JESSIE MORALES	  	3/20/2006 VA	  	3/23/2006	  	VA 1-351-816	
					
MIS VERDADEROS AMIGOS	  	ADAN CHALINO SANCHEZ	  	3/20/2006 SR	  	3/23/2006	  	VA 1-351-817	
					
25 ANIVERSARIO, FAMOSAS Y SABROSAS	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 VA	  	3/23/2006	  	VA 1-351-818	
					
FIESTA DECEMBRINA	  	VARIOUS ARTISTS	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-149	
20 CORRIDOS	  	LOS CADETES DE LINARES & ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-150	
					
20 JOYAS REGIONALES	  	VARIOUS ARTISTS	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-158	
					
DEJATE QUERER	  	LOS HURACANES DEL NORTE	  	11/23/2005 VA	  	11/28/2005	  	VA 1-352-638	
					
30 EXITOS INOLVIDABLES VOL. 2	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 VA	  	3/23/2006	  	VA 1-352-640	
					
LOS REYES DE SINALOA	  	VARIOUS ARTISTS	  	11/23/2005 VA	  	11/28/2005	  	VA 1-352-694	
					
SI TE QUEDARAS	  	MAZIZO MUSICAL	  	11/23/2005 VA	  	11/28/2005	  	VA 1-352-695	
					
REGRESA CON 100% NORTEÑO	  	JESSIE MORALES	  	1/10/2006 VA	  	1/12/2006	  	VA 1-352-697	
					
TU SIGUES SIENDO LA MISMA	  	FURIA DEL NORTE	  	08/19/2005 VA	  	8/22/2005	  	VA 1-352-698	
					
LOS VIDEOS MAS PESADOS DEL HIP HOP	  	VARIOUS ARTISTS	  	3/20/2006 VA	  	3/23/2006	  	VA 1-354-869	
					
HOMENAJE A LOS ALEGRES DE TERAN	  	EL CARTEL DE NUEVO LEON	  	4/20/2006 VA	  	6/2/2006	  	VA 1-359-367	
					
LIVE IN JAPAN	  	AKWID	  	4/21/2006 VA	  	6/2/2006	  	VA 1-365-296	
					
14 EXITOS HISTORIA MUSICAL	  	EL CARTEL DE NUEVO LEON	  	11/23/2005 VA	  	11/28/2005	  	VA 1-366-302	
					
SAFARI CON SABROSURA	  	FITO OLIVARES Y SU GRUPO	  	7/26/2006 VA	  	7/31/2006	  	VA 1-369-400	
					
EXPLOSION NORTEÑA	  	VARIOUS ARTISTS	  	8/5/2006	  	8/7/2006	  	VA 1-369-406	
					
PA MI RAZA	  	JAE-P	  	7/11/2006 VA	  	7/13/2006	  	VA 1-374-893	
					
AMOR DE ESTUDIANTE	  	JESSIE MORALES	  	1/9/2006 VR	  	1/11/2006	  	VA 1-374-914	
					
FRUTO DE ESE AMOR	  	LOS PANCHIS DE TIERRA CALIENTE	  	7/26/2006 VA	  	7/31/2006	  	VA 1-378-500	
					
4 ROMANTICOS PARA SIEMPRE	  	VARIOUS ARTISTS	  	7/26/2006 VA	  	7/31/2006	  	VA 1-378-501	
					
20 GRANDES EXITOS	  	LOS DOS GRANDES DE LA SIERRA	  	7/26/2006 VA	  	7/31/2006	  	VA 1-378-502	
					
20 SUPER EXITOS	  	LOS IRACUNDOS	  	7/26/2006 VA	  	7/31/2006	  	VA 1-378-503	
					
20 EXITOS	  	EL JEFE Y SU GRUPO	  	7/26/2006 VA	  	7/31/2006	  	VA 1-378-504	
					
LO NUEVO Y LO MEJOR DE YNDIO	  	GRUPO YNDIO	  	7/26/2006 VA	  	7/31/2006	  	VA 1-378-505	
					
AHORA QUIEN	  	TATUAJE	  	4/20/2006 VA	  	4/24/2006	  	VA 1-378-507	
					
SUS PRIMERAS BALADAS - 20 SUPER EXITOS 2	  	INDUSTRIA DEL AMOR	  	4/20/2006 VA	  	4/24/2006	  	VA 1-378-524	
					
NOMAS CONTIGO	  	RESKT	  	4/20/2006 VA	  	4/24/2006	  	VA 1-378-525	
					
20 CORRIDOS	  	LOS CADETES DE LINARES	  	4/20/2006 VA	  	4/24/2006	  	VA 1-378-526	
					
20 SUPER EXITOS	  	TAM Y TEX Y RENACIMIENTO ‘74	  	4/20/2006 VA	  	4/24/2006	  	VA 1-378-527	
					
PURO PA’ ARRIBA	  	LOS HURICANES DEL NORTE	  	11/15/2006 VA	  	11/17/2006	  	VA 1-388-693	
					
EN LAS CALLES	  	FLAKISS	  	11/15/2006 VA	  	11/20/2006	  	VA 1-391-501	

	 	Page 16	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
RITMO Y FUERZA	  	TAM Y TEX	  	11/15/2006 VA	  	11/20/2006	  	VA 1-391-560	
					
SIGO EN LA JUGADA	  	JESSIE MORALES	  	11/15/2006 VA	  	11/20/2006	  	VA 1-391-561	
					
	  	APPLICATIONS	  		  		  		
					
40 ARTISTAS Y SUS SUPER EXITOS	  	CHUY VEGA	  	2/5/2004	  	MUST
REFILE
ENTIRE	  		
					
LES CANTAN LA NETA	  	EL APOMEÑO DE SINALOA, EL HIJO DEL PUEBLO	  	4/29/2003	  		  		
					
16 Super Exitos	  	El Jilguero	  	9/6/2002	  		  		
15 EXITOS DE AYER Y HOY	  	ELISEO ROBLES Y LOS BARBAROS DEL NORTE	  	8/19/2005	  		  		
					
LIBERATE	  	FLAKIS (EDITED VERSION)	  	5/27/2004	  	MUST
REFILE
ENTIRE	  		
LIBERATE	  	FLAKIS (EXPLICIT VERSION)	  	5/27/2004	  	MUST
REFILE
ENTIRE	  		
30 INOLVIDABLES VOL 2	  	INDUSTRIA DEL AMOR	  	10/28/2003	  		  		
30 RECUERDOS	  	INDUSTRIA DEL AMOR	  	8/19/2005	  		  		
Amigo Mio	  	Joel Elizalde	  	9/6/2002	  		  		
					
BACHATAS DEL ALMA	  	RICKY Y DIANA	  	2/5/2004	  		  		
					
ARCOIRIS MUSICAL MEXICANO 2004	  	VARIOUS ARTISTS	  	5/20/2004	  		  		
					
Arcoiris Musical Mexicano Vol. 1	  	Various Artists	  	9/6/2002	  		  		
					
HISTORIA MUSICAL NORTEÑA	  	VARIOUS ARTISTS	  	5/26/2004	  		  		
					
LAS CUMBIAS MAS FAMOSAS	  	VARIOUS ARTISTS	  	2/5/2004	  		  		
					
DEJATE QUERER	  	LOS HURACANES DEL NORTE	  	11/23/2005 PA	  		  		
20 EXITOS VOL 1	  	TAM Y TEX	  	11/23/2005 VA	  		  		
15 CUMBIAS QUE NUNCA SE OLVIDAN	  	VARIOUS ARTISTS	  	11/23/2005 VA	  		  		
					
20 GREATEST HITS	  	MOJADO	  	11/23/2005 SR	  		  		
					
A CAMBIO DE QUE	  	ALACRANES MUSICAL	  	11/16/2005 SR	  		  		
					
A CAMBIO DE QUE	  	ALACRANES MUSICAL	  	11/16/2005 VA	  		  		
					
25 ANIVERSARIO EN CONCIERTO	  	BETO QUINTANILLA	  	1/10/2006 SR	  		  		
					
25 ANIVERSARIO EN CONCIERTO	  	BETO QUINTANILLA	  	1/10/2006 PA	  		  		
					
MI HISTORIA MUSICAL - 20 CORRIDOS	  	BETO QUINTANILLA	  	1/10/2006 SR	  		  		
					
MI HISTORIA MUSICAL - 20 CORRIDOS	  	BETO QUINTANILLA	  	1/10/2006 PA	  		  		
					
SIEMPRE Y PARA SIEMPRE	  	ADAN CHALINO SANCHEZ	  	1/27/2006	  		  		
					
TE VENGO A VER	  	ADAN CHALINO SANCHEZ	  	1/27/2006	  		  		
					
HOMENAJE A MI PADRE	  	ADAN CHALINO SANCHEZ	  	1/27/2006	  		  		
					
SOY TROQUERO	  	DUETO HERMANOS HIGUERA	  	1/27/2006	  		  		
					
LA CORONA DE MI PADRE	  	ADAN CHALINO SANCHEZ	  	1/27/2006	  		  		
					
PARA QUE QUIERES VOLVER	  	ISAIAS LUCERO	  	2/6/2006 SR	  		  		
					
PARA QUE QUIERES VOLVER	  	ISAIAS LUCERO	  	2/6/2006 VA	  		  		
					
LOS ASES DEL CORRIDO PESADO	  	VARIOS	  	2/6/2006SR	  		  		
					
LOS ASES DEL CORRIDO PESADO	  	VARIOS	  	2/6/2006 VA	  		  		
					
REMIX DURANGUENSE - PUROS EXITOS	  	LOS TITANES DE DURANGO	  	2/6/2006 SR	  		  		
					
REMIX DURANGUENSE - PUROS EXITOS	  	LOS TITANES DE DURANGO	  	2/6/2006 VA	  		  		
					
SOLDADOS DE LA CALLE	  	VARIOS	  	2/6/2006 SR	  		  		

	 	Page 17	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
SOLDADOS DE LA CALLE	  	VARIOS	  	2/6/2006 VA	  		  		
					
CONJUNTO PRIMAVERA & BANDA EL RECODO	  	20 RANCHERAS	  	2/6/2006	  		  		
					
LOS YONIC’S, RIGO TOVAR & LOS BONDADOS	  	30 MEMORIAS GRUPERAS	  	2/6/2006	  		  		
					
LOS HURACANES DEL NORTE	  	MOMENTOS INOLVIDABLES	  	2/21/2006	  		  		
					
LOS HURACANES DEL NORTE	  	MOMENTOS INOLVIDABLES	  	2/21/2006 VA	  		  		
					
VARIOUS ARTISTS	  	MAXX MIXES HIP HOP Y REGGAETON	  	2/21/2006 SR	  		  		
					
VARIOUS ARTISTS	  	SAXOFONEANDO	  	2/21/2006	  		  		
					
VARIOUS ARTISTS	  	MAXX MIXES GRUPERO	  	2/21/2006 SR	  		  		
					
VARIOUS ARTISTS	  	ESCORPIONES	  	2/21/2006	  		  		
					
20 INOLVIDABLES	  	JOSE ALFREDO JIMENEZ	  	2/21/2006 SR	  		  		
					
MIS VERDADEROS AMIGOS	  	ADAN CHALINO SANCHEZ	  	3/20/2006 VA	  		  		
					
MIS VERDADEROS AMIGOS	  	ADAN CHALINO SANCHEZ	  	3/20/2006 PA	  		  		
PREMIO LO NUESTRO A LA MUSICA LATINA 2006	  	VARIOUS ARTISTS	  	3/20/2006 SR	  		  		
PREMIO LO NUESTRO A LA MUSICA LATINA 2006	  	VARIOUS ARTISTS	  	3/20/2006 PA	  		  		
					
30 EXITOS INOLVIDABLES VOL 2	  	FITO OLIVARES Y SU GRUPO	  	3/20/2006 SR	  		  		
					
EL UNICO	  	ADAN CHALINO SANCHEZ	  	4/21/2006 SR	  		  		
					
DOS GRANDES DE LA MUSICA NORTEÑA	  	LOS CADETES DE LINARES & CARLOS Y JOSE	  	5/5/2006 SR	  		  		
					
MUSICA URBANA-REGGAETON & HIP HOP	  	VARIOUS ARTISTS	  	5/5/2006 SR	  		  		
					
MUSICA URBANA-REGGAETON & HIP HOP	  	VARIOUS ARTISTS	  	5/5/2006 PA	  		  		
					
LOS GRANDES SUENAN MEJOR…EN VIVO	  	VARIOUS ARTISTS	  	5/5/2006 SR	  		  		
					
LOS GRANDES SUENAN MEJOR…EN VIVO	  	VARIOUS ARTISTS	  	5/5/2006 PA	  		  		
					
20 SOLO DE ELLOS	  	LOS BONDADOSOS	  	7/11/2006 SR	  		  		
					
20 SOLO DE ELLOS	  	LOS BONDADOSOS	  	7/11/2006 PA	  		  		
					
Ml HISTORIA	  	GRACIELA BELTRAN	  	7/11/2006 PA	  		  		
					
EVOLUCIONES	  	LOS PALOMINOS	  	11/15/2006 SR	  		  		
					
EVOLUCIONES	  	LOS PALOMINOS	  	11/15/2006 PA	  		  		
					
EN VIVO - SIEMPRE CONTIGO	  	LOS TUCANES DE TIJUANA	  	11/15/2006 SR	  		  		
					
RELACIONES CONFLICTIVAS	  	DUELO	  	11/15/2006 SR	  		  		
					
RELACIONES CONFLICTIVAS	  	DUELO	  	11/15/2006 PA	  		  		
					
EL NUEVO IMPERIO	  	MEXICLAN	  	11/15/2006 PA	  		  		
					
LA TRAYECTORIA	  	GLORIA TREVI	  	11/15/2006 SR	  		  		
					
LA TRAYECTORIA	  	GLORIA TREVI	  	11/15/2006 PA	  		  		
					
SUS MAS GRANDES EXITOS Y ALGO MAS	  	LOS ORIGINALES DE SAN JUAN	  	11/15/2006 SR	  		  		
					
SUS MAS GRANDES EXITOS Y ALGO MAS	  	LOS ORIGINALES DE SAN JUAN	  	11/15/2006 PA	  		  		
					
EXITOS PARA SIEMPRE	  	LOS REHENES Y LOS MISMOS	  	11/15/2006 SR	  		  		
					
EXITOS PARA SIEMPRE	  	LOS REHENES Y LOS MISMOS	  	11/15/2006 PA	  		  		
					
NUESTROS SUEÑOS	  	MAZIZZO MUSICAL	  	11/15/2006	  		  		
					
NUESTROS SUEÑOS	  	MAZIZZO MUSICAL	  	11/15/2006 VA	  		  		
					
NUESTROS SUEÑOS	  	MAZIZZO MUSICAL	  	11/15/2006 PA	  		  		
					
20 SUPER EXITOS PUROS CORRIDOS	  	LAS VOCES DEL RANCHO	  	11/15/2006 SR	  		  		

	 	Page 18	 	APPLICATIONS FILED	

									
TITLE	  	Author	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
20 SUPER EXITOS PUROS CORRIDOS	  	LAS VOCES DEL RANCHO	  	11/15/2006 PA	  		  		
					
EN VIVO	  	ADAN CHALINO SANCHEZ	  	11/15/2006 SR	  		  		
					
NUEVAMENTE	  	LA MAFIA	  	11/15/2006 SR	  		  		
					
NUEVAMENTE	  	LA MAFIA	  	11/15/2006 PA	  		  		
					
LINEA DE ORO	  	ALACRANES MUSICAL	  	2/22/2007	  		  		
					
LOS COMPAS DEL COMPITA	  	VARIOUS ARTISTS	  	2/22/2007	  		  		
					
SIEMPRE EN LAS ALTURAS	  	LOS BUKIS & LOS YONIC’S	  	2/22/2007 SR	  		  		
					
SOLTANDOSE	  	SIN TRUCO	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	CHUY VEGA	  	2/22/2007	  		  		
					
CONTRA LA CORRIENTE	  	JANINA	  	2/22/2007 SR	  		  		
					
SOY COMO TU	  	OLGA TAÑON	  	2/22/2007	  		  		
					
QUE BONITA ES MI TIERRA Y SUS CANCIONES	  	PABLO MONTERO	  	2/22/2007 SR	  		  		
					
CON SABOR A MARIANA	  	MARIANA	  	2/22/2007	  		  		
					
LINEA DE ORO	  	LOS CADETES DE LINARES	  	2/22/2007	  		  		
					
LINEA DE ORO	  	DUELO	  	2/22/2007	  		  		
					
POR AMORES Y DESPRECIOS	  	RITMO ALEGRE	  	2/22/2007	  		  		
					
VOLAR SIN ALAS	  	JIMENA	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	LOS MISMOS	  	2/22/2007	  		  		
					
NAVIDAD DURANGUENSE	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
					
LINEA DE ORO - ARRIBA LAS MUJERES	  	VARIOUS ARTISTS	  	2/22/2007	  		  		
					
NO SE QUE TRAIGO EN LOS OJOS	  	JUAN ACUÑA Y EL TERROR DEL NORTE	  	2/22/2007	  		  		
					
LINEA DE ORO - EXITOS DURANGUENSES	  	VARIOUS ARTISTS	  	2/22/2007	  		  		
					
LINEA DE ORO - CON ALMA NORTEÑA	  	VARIOUS ARTISTS	  	2/22/2007	  		  		

	 	Page 19	 	APPLICATIONS FILED	

			
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RAMEX RECORDS	  		
208 MILBY STREET	  		
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MONARCA RECORDS, INC.	  		
139 WEST OLIVE AVENUE	  		
FRESNO, CA 93728	  		
		
PLATINO RECORDS	  		
		
15643 Sherman Way, Suite 400	  	Van Nuys, CA 91406	
Van Nuys, CA 91406	  		
		
MAYO RECORDS	  		
8311 GLEN SHADOW	  		
SAN ANTONIO, TEXAS 78239	  		
		
COSMOS RECORDS	  		
1741 N. IVAR AVENUE, SUITE 200	  		
HOLLYWOOD, CA 90028	  		
		
DISCOS MM	  		
BENITO JUAREZ # 134 SUR	  		
COLONIA CENTRO	  		
GUAMUCHIL, SINALOA	  		
MEXICO, C.P. 81400	  		
		
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5801 PACIFIC BLVD.	  		
HUNTINGTON PARK, CA 90255	  		
		
MADYATCH RECORDS	  		
PO BOX 810478	  		
CAROLINA, PUERTO RICO 00981-0478	  		
		
HM PROMOTIONS	  		
8122 LARAMIE AVENUE	  		
WINNETKA, CA 91306	  		
		
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1128 S. NELTNOR	  		
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MUSINORTE ENTERTAINMENT CORP.	  		
43055 U.S. 70	  		
PORTALES, NEW MEXICO 88130	  		

	 	Page 20	 	ADDRESSES	

Subschedule III.A.3

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
	  	REGISTRATIONS	  		  		  		
					
MEXICO EN LA SANGRE-DURANGO	  	VARIOUS ARTISTS	  	12/09/2005 PA	  	12/12/2005	  	PA 1-300-876	
					
MEXICO EN LA SANGRE-JALISCO	  	VARIOUS ARTISTS	  	12/09/2005 PA	  	12/12/2005	  	PA 1-300-879	
					
MEXICO EN LA SANGRE-MICHOACAN	  	VARIOUS ARTISTS	  	12/09/2005 PA	  	12/12/2005	  	PA 1-300-880	
					
INTIMAMENTE	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	12/09/05 PA	  	12/12/2005	  	PA 1-300-881	
					
MEXICO EN LA SANGRE-ZACATECAS	  	VARIOUS ARTISTS	  	12/09/2005 PA	  	12/12/2005	  	PA 1-300-882	
					
LAS MAS PEDIDAS	  	LOS TIGRES DEL NORTE	  	11/14/2005 PA	  	11/25/2005	  	PA 1-300-901	
					
DIRECTO AL CORAZON	  	LOS TIGRES DEL NORTE	  	10/19/2005 PA	  	11/15/2005	  	PA 1-303-979	
					
20 NORTEÑAS FAMOSAS	  	LOS TIGRES DEL NORTE	  	11/14/2005 PA	  	11/15/2005	  	PA 1-303-980	
					
GRANDES EXITOS EN VIDEO	  	PRISCILA Y SUS BALAS DE PLATA	  	11/14/2005	  	11/15/2005	  	PA 1-306-251	
					
EN VIVO	  	BRONCO	  	11/23/2005	  	11/28/2006	  	PA 1-306-336	
					
TRIBUTO A LOS CADETES DE LINARES	  	DINASTIA NORTEÑA	  	11/10/2005 PA	  	11/14/2005	  	PA 1-306-889	
					
ESTO ES AMOR	  	YOLANDA PEREZ	  	12/05/2005 PA	  	12/4/2005	  	PA 1-307-112	
					
PREMIO LO NUESTRO 2005	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/4/2005	  	PA 1-307-113	
					
GUERRA DE BANDAS-SINALOA V. ZACATECAS	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/8/2005	  	PA 1-307-114	
					
MENSAJERO DE AMOR	  	RABITO	  	12/05/2005 PA	  	12/8/2005	  	PA 1-307-115	
					
NUESTRA TRADICION LA CHARRERIA	  	EZEQUIEL PEÑA	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-116	
					
UNA DECADA DE EXITOS-POP	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-117	
					
LLEVAME CONTIGO	  	JUAN TAVARES	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-120	
					
DEJANDO HUELLA II	  	CONJUNTO PRIMAVERA	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-121	
HAY AMOR	  	BANDA EL RECODO	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-122	
EN VIVO-30 ANIVERSARIO	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-124	
					
SI TE PERDIERA	  	INDUSTRIA DEL AMOR	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-125	
					
LO MEJOR DE NOSOTROS	  	LOS BUKIS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-307-126	
					
SOLO EXITOS DURANGUENSES	  	VARIOUS ARTISTS	  	1/10/2006 PA	  	1/12/2006	  	PA 1-307-228	
					
SUEÑO DE AMOR	  	LOS TEMERARIOS	  	1/10/2006 PA	  	1/12/2006	  	PA 1-307-229	
 
1

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
AMOR DE TELENOVELAS	  	VARIOUS ARTISTS	  	11/10/2005 PA	  	11/14/2005	  	PA 1-307-230	
					
RETRASALO	  	CROOKED STILO	  	11/10/2005 PA	  	11/14/2005	  	PA 1-307-231	
					
PARRANDERA, REBELDE Y ATREVIDA	  	JENNI RIVERA	  	11/10/2005 PA	  	11/14/2005	  	PA 1-307-232	
					
QUE BARBAROS	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	11/10/2005 PA	  	11/14/2005	  	PA 1-307-233	
					
NUESTRAS CONSENTIDAS	  	SPARX	  	11/10/2005 PA	  	11/14/2005	  	PA 1-307-234	
					
LA GORDA LINDA	  	ARTHUR HANLON	  	11/10/2005 PA	  	11/14/2005	  	PA 1-307-235	
					
CUANDO TE ENAMORAS	  	LOS ANGELES DE CHARLY	  	11/10/2005 PA	  	11/14/050	  	PA 1-307-236	
					
NUESTRO PESO EN ORO	  	ORO NORTEÑO	  	1/10/06 PA	  	1/12/2006	  	PA 1-307-245	
					
15 GRANDES TEMAS CON AMOR	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	1/10/2006 PA	  	1/12/2006	  	PA 1-307-246	
					
CRONICA DE DOS GRANDES	  	BRONCO Y LOS BUKIS	  	1/10/06 PA	  	1/12/2006	  	PA 1-307-248	
					
DIAMANTES DE COLECCION VOL. 2	  	VARIOUS ARTISTS	  	1/10/2006 PA	  	1/12/2006	  	PA 1-307-249	
					
GRANDES EXITOS EN VIDEO	  	BANDA LAMENTO SHOW DE DURANGO	  	11/14/2005	  	11/15/2005	  	PA 1-307-255	
					
GRANDES EXITOS EN VIDEO	  	DINORA Y LA JUVENTUD	  	11/14/2005	  	11/15/2005	  	PA 1-307-256	
					
JUDGMENT DAY	  	DJ ERIC	  	12/09/2005 PA	  	12/12/2005	  	PA 1-307-257	
					
PREMIO LO NUESTRO A LA MUSICA LATINA 2006	  	VARIOUS ARTISTS	  	02/21/2006 PA	  	2/23/2006	  	PA 1-309-479	
					
GRANDES EXITOS EN VIDEO	  	BRISEYDA Y LOS MUCHACHOS	  	11/14/2005	  	11/15/2005	  	PA 1-309-900	
					
GRANDES EXITOS EN DVD	  	ANA BARBARA	  	11/14/2005	  	11/15/2005	  	PA 1-309-915	
					
GRANDES EXITOES EN VIDEO	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	11/14/2005	  	11/15/2005	  	PA 1-309-916	
					
DIAMANTES DE COLECCION	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-312-113	
					
MUSICA URBANA	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-312-114	
					
EN CONCIERTO	  	LOS RIELEROS DEL NORTE	  	12/05/2005 PA	  	12/7/2005	  	PA 1-312-120	
					
EL HIJO DE MEXICO	  	GRUPO EXTERMINDOR	  	12/05/2005 PA	  	12/7/2005	  	PA 1-312-121	
					
TU DELIRIO	  	ROGELIO MARTINEZ	  	12/05/2005 PA	  	12/7/2005	  	PA 1-312-122	
					
EN VIVO	  	BANDA EL RECODO	  	12/05/2005 PA	  	12/7/2005	  	PA 1-312-123	
					
ALGO DE MI	  	CONJUNTO PRIMAVERA	  	3/20/2006 PA	  	3/23/2006	  	PA 1-313-707	
					
20 KILATES NORTEÑOS	  	ORO NORTEÑO	  	11/14/2005 PA	  	11/15/2005	  	PA 1-313-732	
					
SENTIMIENTOS DE MUJER	  	VARIOUS ARTISTS	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-864	
					
CONFESIONES	  	ANA BARBARA & JENNIFER PEÑA	  	12/05/2005 PA	  	12/8/2005	  	PA 1-313-865	
 
2

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
SENTIMIENTO MUSICAL A Ml MADRE	  	VARIOUS ARTISTS	  	12/6/2005 PA	  	12/9/2005	  	PA 1-313-866	
					
POZOÑA MUSICAL	  	BANDA LAMENTO SHOW DE DURANGO	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-867	
					
PA’ LOS COMPAS DE CANTINA	  	VARIOUS ARTISTS	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-868	
					
GREATEST HITS	  	LOS ANGELES DE CHARLY & AROMA	  	12/05/2005 PA	  	12/8/2005	  	PA 1-313-869	
					
20 ADICTOS AL AMOR	  	VARIOUS ARTISTS	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-870	
					
QUE ME SIGA LA BANDA	  	VARIOUS ARTISTS	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-872	
					
4X4 PA’ Ml TROCA	  	VARIOUS ARTISTS	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-873	
					
LEGADO NORTEÑO-CORRIDOS	  	LOS HURACANES DEL NORTE	  	12/06/2005 PA	  	12/9/2005	  	PA 1-313-874	
					
CUMBIAS Y ALGO MAS	  	LOS TIGRES DEL NORTE	  	11/30/2005 PA	  	12/2/2005	  	PA 1-313-875	
					
SOLO PARA TI	  	VARIOUS ARTISTS	  	11/10/2005 PA	  	11/14/2005	  	PA 1-313-877	
					
UNA DECADA DE EXITOS GRUPERO	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/8/2005	  	PA 1-313-878	
					
UNA DECADA DE EXITOS CON BANDA	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/8/2005	  	PA 1-313-879	
					
HOY COMO AYER	  	CONJUNTO PRIMAVERA	  	12/05/2005 PA	  	12/7/2005	  	PA 1-315-182	
					
EL DE NAYARIT	  	EZEQUIEL PEÑA	  	12/05/2005 PA	  	12/7/2005	  	PA 1-316-388	
					
REGALO DE AMOR	  	LOS TEMERARIOS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-316-389	
					
15 AUTENTICOS ALACRANAZOS	  	BANDA LAMENTO SHOW	  	1/10/2006 PA	  	1/12/2006	  	PA 1-317-669	
					
GREATEST HITS	  	NOELIA	  	11/30/2005 PA	  	12/2/2005	  	PA 1-317-680	
					
GRANDES EXITOS EN VIDEO	  	ORO NORTEÑO	  	11/14/2005	  	11/15/2005	  	PA 1-322-286	
					
GRANDES EXITOS EN DVD	  	LOS RIELEROS DEL NORTE	  	3/8/2006 PA	  	3/10/2006	  	PA 1-322-297	
					
EN VIVO Y A TODO COLOR	  	BANDA LAMENTO SHOW DE DURANGO	  	3/8/2006 PA	  	3/10/2006	  	PA 1-322-298	
					
MEXICO EN LA SANGRE-CHIHUAHUA	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-777	
					
TODO DE Ml	  	ROGELIO MARTINEZ	  	11/07/2005 PA	  	11/10/2005	  	PA 1-322-778	
					
POSITIVO	  	AXE BAHIA	  	3/8/2006 PA	  	3/10/2006	  	PA 1-322-779	
					
AMOR A LA MEXICANA	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-782	
					
MAS ALLA DEL BIEN Y DEL MAL	  	EL TRI	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-783	
					
EN VIVO DESDE CHIHUAHUA	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-784	
 
3

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
LOS 90’S A LO DURANGUENSE	  	BANDA LAMENTO SHOW	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-785	
					
20 CARTAS NORTEÑAS	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-786	
					
REGGAETON MEGA MIX	  	VARIOUS ARTISTS	  	3/20/2006 PA	  	3/23/2006	  	PA 1-322-790	
					
MIS RAICES	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	5/22/2006 PA	  	5/25/2006	  	PA 1-323-195	
					
HISTORIA GRUPERA 20 INOLVIDABLES	  	VARIOUS ARTISTS	  	5/22/2006 PA	  	5/25/2006	  	PA 1-323-197	
					
SIEMPRE IMITADO, JAMAS IGUALADO	  	LOS RIELEROS DEL NORTE	  	5/22/2006 PA	  	5/25/2006	  	PA 1-323-198	
					
A LAS MUJERES QUE AME	  	BANDA EL RECODO	  	5/22/2006 PA	  	5/25/2006	  	PA 1-323-199	
					
NO ES BRUJERIA	  	ANA BARBARA	  	5/22/2006 PA	  	5/25/2006	  	PA 1-323-200	
					
EN VIVO	  	LOS ACOSTA	  	3/8/2006 PA	  	3/10/2006	  	PA 1-324-702	
					
EN VIVO Y A TODO COLOR	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	3/8/2006 PA	  	3/10/2006	  	PA 1-324-703	
					
DEJANDO HUELLA	  	CONJUNTO PRIMAVERA	  	05/18/2004 PA	  	5/21/2004	  	PA 1-324-728	
					
VEINTISIETE	  	LOS TEMERARIOS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-327-084	
					
HIP HOP EXPLICITO	  	VARIOUS ARTISTS	  	11/14/2005 PA	  	11/25/2005	  	PA 1-327-086	
					
TRES ROMANTICOS LE CANTAN AL AMOR	  	VARIOUS ARTISTS	  	3/8/2006 PA	  	3/10/2006	  	PA 1-327-091	
					
20 RIELES DE ORO	  	LOS RIELEROS DEL NORTE	  	3/8/2006 PA	  	3/10/2006	  	PA 1-327-092	
					
LOS INICIOS DE NUESTRA HISTORIA	  	VARIOUS ARTISTS	  	3/8/2006 PA	  	3/10/2006	  	PA 1-327-093	
					
ARRASANDO CON TODO	  	LA NOBLEZA DE AGUILILLA	  	3/8/2006 PA	  	3/10/2006	  	PA 1-327-095	
					
MEGARTISTAS DEL AÑO 2006	  	VARIOUS ARTISTS	  	3/8/2006 PA	  	3/10/2006	  	PA 1-327-096	
					
DOS GENERACIONES	  	BANDA EL RECODO & BANDA LOS RECODITOS	  	5/15/2006 PA	  	5/17/2006	  	PA 1-329-922	
					
WWW.MIMIRADA.COM	  	DINORA Y LA JUVENTUD	  	5/22/2006 PA	  	5/25/2006	  	PA 1-333-121	
					
HISTORIA GRUPERA…RECUERDOS INOLVIDABLES	  	VARIOUS ARTISTS	  	5/22/2006 PA	  	5/25/2006	  	PA 1-333-122	
					
NUESTRA HISTORIA	  	LOS MIER	  	5/15/2006 PA	  	6/2/2006	  	PA 1-333-361	
					
GRANDES EXITOS EN DVD	  	BRONCO	  	11/14/2005	  	11/21/2005	  	PA 1-337-521	
					
GRANDES EXITOS EN DVD	  	LOS HURACANES DEL NORTE	  	11/14/2005	  	11/21/2005	  	PA 1-337-522	
GRANDES EXITOS EN DVD	  	MOJADO	  	11/23/2005	  	11/28/2005	  	PA 1-337-523
& PA 1-337-520	
					
GRANDES EXITOS EN DVD	  	GRUPO EXTERMINADOR	  	11/14/2005	  	11/21/2005	  	PA 1-337-524	
 
4

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
EN VIVO	  	CONJUNTO PRIMAVERA	  	11/14/2005	  	11/21/2005	  	PA 1-337-525	
					
GRANDES EXITOS EN DVD	  	EZEQUIEL PEÑA	  	11/14/2005	  	11/21/2005	  	PA 1-337-526	
					
GRANDES EXITOS EN DVD	  	INDUSTRIA DEL AMOR	  	11/14/2005	  	11/21/2005	  	PA 1-337-527	
					
EN VIVO	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	11/14/2005	  	11/21/2005	  	PA 1-337-530	
					
GRANDES EXITOS EN DVD	  	POLO URIAS	  	11/23/2005	  	11/28/2005	  	PA 1-337-531	
					
EN VIVO DESDE HOLLYWOOD	  	JENNI RIVERA	  	5/22/2006 PA	  	5/26/2006	  	PA 1-337-539	
					
EN VIVO	  	BRONCO	  	5/5/2006 PA	  	6/2/2006	  	PA 1-339-099	
					
COMO TE EXTRAÑO POP	  	VARIOUS ARTISTS	  	5/15/2006 PA	  	6/2/2006	  	PA 1-339-214	
					
LA MEJOR JUGADA NORTEÑA	  	VARIOUS ARTISTS	  	11/14/2005 PA	  	11/21/2005	  	PA 1-339-956	
					
HISTORIAS DE AMOR	  	VARIOUS ARTISTS	  	11/14/2005 PA	  	11/21/2005	  	PA 1-339-959	
					
JUNTOS.....GRANDES DUETOS	  	VARIOUS ARTISTS	  	11/14/2005 PA	  	11/21/2005	  	PA 1-339-964	
					
LAGRIMAS DEL ALMA	  	GRUPO INNOVACION	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-549	
					
DECORAME EL CORAZON	  	GUARDIANES DEL AMOR	  	4/26/2006 PA	  	6/2/2006	  	PA 1-340-550	
					
AHORA CON LOS HUEVOS EN LA MANO	  	GRUPO EXTERMINADOR	  	4/26/2006 PA	  	6/2/2006	  	PA 1-340-551	
					
MUSICA URBANA-REGGAETON & HIP HOP	  	VARIOUS ARTISTS	  	05/31/2006 PA	  	6/2/2006	  	PA 1-340-552	
					
POR TU AMOR	  	LOS REHENES DE JAVIER TORRES	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-553	
					
NAVEGANDO CON SAX	  	LOS MARINEROS DEL NORTE	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-554	
					
HISTORIAS QUE CONTAR	  	LOS TIGRES DEL NORTE	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-555	
					
20 EXITAZOS BARBAROS	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-556	
					
LOS GRANDES SUENAN MEJOR EN VIVO	  	VARIOUS ARTISTS	  	05/31/2006 PA	  	6/2/2006	  	PA 1-340-557	
					
LA PAUTA	  	VARIOUS ARTISTS	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-558	
					
20 CANTINAZOS	  	BANDA ZORRO	  	5/5/2006 PA	  	6/2/2006	  	PA 1-340-559	
					
REENCUENTRO	  	BANDA PEQUEÑOS MUSICAL	  	4/26/2006 PA	  	6/2/2006	  	PA 1-340-560	
					
DESDE LA HUASTECA POTOSINA	  	LOS GREY’S & LOS ACOSTA	  	6/5/2006 PA	  	6/8/2006	  	PA 1-340-562	
					
LA NOCHE QUE MURIO CHICAGO	  	BANDA LAMENTO SHOW DE DURANGO	  	6/5/2006 PA	  	6/8/2006	  	PA 1-340-563	
					
CON SENTIMIENTO RANCHERO	  	JAVIER TORRES	  	5/15/2006 PA	  	6/2/2006	  	PA 1-340-564	
					
VIVA DURANGO	  	VARIOUS ARTISTS	  	11/10/2005 PA	  	11/14/2005	  	PA 1-340-629	
					
EN VIVO	  	LOS ACOSTA	  	12/05/2005 PA	  	12/8/2005	  	PA 1-340-630	
 
5

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PENSANDO EN TI	  	BRISEYDA	  	7/19/2006 PA	  	7/24/2004	  	PA 1-341-143	
					
POR TI	  	BRONCO	  	11/14/2005 PA	  	11/25/2006	  	PA 1-341-154	
					
MILES DE VOCES EN VIVO	  	CONJUNTO PRIMAVERA	  	6/5/2006 PA	  	6/8/2006	  	PA 1-343-158	
					
QUE SABEN	  	VICTORIA	  	6/5/2006 PA	  	6/8/2006	  	PA 1-343-167	
					
DE SAX EN SAX	  	VARIOUS ARTISTS	  	6/5/2006 PA	  	6/8/2006	  	PA 1-344-264	
					
LEGADO MUSICAL	  	BANDA EL RECODO DE CRUZ LIZARRAGA	  	8/3/2005 PA	  	8/7/2006	  	PA 1-344-309	
					
BAILE DE ESTRELLAS	  	VARIOUS ARTISTS	  	8/3/2006 PA	  	8/7/2006	  	PA 1-344-310	
					
GRANDES EXITOS EN DVD	  	LOS ANGELES DE CHARLY & AROMA	  	8/3/2006 PA	  	8/7/2006	  	PA 1-345-381	
					
BAILE NORTEÑO EN DVD	  	VARIOUS ARTISTS	  	8/3/2006 PA	  	8/7/2006	  	PA 1-345-397	
					
BAILE GRUPERO	  	VARIOUS ARTISTS	  	8/3/2006 PA	  	8/7/2006	  	PA 1-345-398	
					
COMO TE EXTRAÑO-GRUPERO	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	12/7/2005	  	PA 1-351-313	
					
Y ARRIBA ZACATECAS	  	BANDA JEREZ	  	7/11/2006 PA	  	7/13/2006	  	PA 1-351-314	
					
MEXICO EN LA SANGRE - CHIHUAHUA	  	DOCUMENTAL	  	3/8/2006 PA	  	3/10/2006	  	PA 1-352-074	
					
MEXICO EN LA SANGRE - NUEVO LEON	  	VARIOUS ARTISTS	  	5/22/2006 PA	  	5/26/2006	  	PA 1-372-069	
					
BILLETE VERDE (EXPLICIT)	  	BANDA JEREZ	  	12/05/2005 PA	  	12/7/2005	  	S	
IGUAL AL AMOR	  	GRUPO EXTERMINADOR & LOS TIRANOS DEL NORTE	  	12/05/2005 PA	  	REJECTED	  	SEE REJECTION
SHEET FILED W/	
JUGO DE HITS	  	VARIOUS ARTISTS	  	12/05/2005 PA	  	REJECTED	  	SEE REJECTION
SHEET FILED W/	
					
AQUI ME TIENES	  	YOLANDA PEREZ	  	12/05/2005 PA	  	12/7/2005	  	SR 1-307-119	
					
LA HISTORIA CONTINUA II	  	MARCO ANTONIO SOLIS	  	12/05/2005 PA	  	12/7/2005	  	SR 1-307-123	
					
DIME QUIEN	  	MR.PEREZ Y SUS COMANDOS	  	11/25/2003	  	11/4/1998	  	SR 246-708	
					
HAS VISTO LA LLUVIA ALGUNA VEZ	  	GRUPO MOLINA	  	11/25/2003	  	11/4/1998	  	SR 246-712	
					
CANTAN CORRIDOS VOL.2	  	SPARX Y LORENZO ANTONIO	  	11/25/2003	  	11/4/1998	  	SR 246-714	
					
OTRA COMO TU	  	BANDA LA COSTENA	  	???	  	11/4/1998	  	SR 246-716	
					
TU ENAMORADO	  	JOSE PEDRO	  	11/25/2003	  	11/0498	  	SR 246-750	
					
LOCO POR TI	  	LOS REYES LOCOS	  		  	3/25/1998	  	SR 250-577	
					
MUJER X MUJER BALADA	  	VARIOUS ARTISTS	  	11/4/2002	  	5/11/1998	  	SR 251-380	
					
HOMENAJE A LOS FELINOS	  	ALAN Y SU SOMBRA FELINA	  	11/4/2002	  	12/11/2002	  	SR 309-040	
					
BOHEMIO	  	LOS CADETES DE LINARES	  	12/5/2002	  	12/11/2002	  	SR 309-041	
 
6

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
BINOMIO DE ORO	  	ALFREDO GUITIERREZ	  		  	12/11/2002	  	SR 309-042	
					
SI TIENE RITMO	  	VARIOUS ARTISTS	  	12/5/2002	  	12/11/2002	  	SR 309-043	
					
LOS MEJORES SAXOFONES NORTEÑOS	  	VARIOUS ARTISTS	  	12/5/2002	  	12/11/2002	  	SR 309-044	
					
RIGO TOVAR VOL.8	  	RIGO TOVAR Y SUR COSTA AZUL	  		  	12/11/2002	  	SR 309-045	
					
LAS MAS BUENAS	  	VARIOUS ARTISTS	  	12/5/2002	  	12/11/2002	  	SR 309-046	
					
OTRA COMO TU	  	BANDA LA COSTENA	  	11/25/2003	  	12/11/2002	  	SR 309-047	
					
QUE REVENTON	  	TROPICALISIMO LOBO	  	11/4/2002	  	12/11/2002	  	SR 309-048	
					
30 INOLVIDABLES	  	LOS BUKIS	  	12/5/2002	  	12/11/2002	  	SR 309-049	
					
CUMBIAS CHIDAS VOL.1	  	VARIOUS ARTISTS	  		  	12/11/2002	  	SR 309-050	
TE VOY HACER EL AMOR	  	GRUPO INNOVACION	  	12/5/2002	  	12/11/2002	  	SR 309-051	
					
	  	BRISEYDA Y LOS MUCHACHOS	  	12/5/2002	  	12/11/2002	  	SR 309-052	
					
IVAN VILLAZON	  	PATRICIA TEHERAN	  		  	12/11/2002	  	SR 309-053	
MIL PALABRAS	  	RELAMPAGO	  	4/20/2004	  	12/11/2002
4/23/2004	  	SR 309-057
SR 350-180	
					
MEDITACION MUSICAL VOL.III	  	VARIOUS ARTISTS	  	12/5/2002	  	12/11/2002	  	SR 309-059	
					
NO PUEDO OLVIDARTE	  	ORO NORTEÑO	  	12/5/2002	  	12/11/2002	  	SR 309-067	
					
SUERTE HE TENIDO	  	BANDA LA PIÑA	  		  	12/11/2002	  	SR 309-68	
					
LO MEJOR DEL 2002 NORTEÑO	  	VARIOUS ARTISTS	  	11/27/2002	  	12/2/2002	  	SR 314-33/8	
					
A UN GRAN AMIGO	  	VARIOUS ARTISTS	  	11/4/2002	  	7/26/2002	  	SR 315-426	
					
CORRIDOS DE VALIENTES	  	VARIOUS ARTISTS	  	12/5/2002	  	7/26/2002	  	SR 315-427	
NO PARES	  	EL SIMBOLO	  	11/25/2003	  	7/26/2002	  	SR 315-428
& SR 246-711	
					
SIEMPRE EN Ml MENTE	  	LOS CORAZONES DEL NORTE	  	11/4/2002	  	7/26/2002	  	SR 315-431	
					
NORTEÑOS PA’ TODO EL AÑO VOL.2	  	VARIOUS ARTISTS	  	12/5/2002	  	7/26/2002	  	SR 315-432	
					
CAMINOS PROHIBIDOS	  	EL PLEBEYO VICTOR LARA	  		  	7/26/2002	  	SR 315-433	
					
AMOR DIFERENTE	  	FA-Z-4	  		  	7/26/2002	  	SR 315-434	
					
LOCO SOÑADOR	  	MODESTO	  		  	7/26/2002	  	SR 315-435	
					
ARRIBA EL GUSTO	  	DUETO FRONTERA	  	12/5/2002	  	7/26/2002	  	SR 315-436	
					
MIS EXITOS DE SIEMPRE	  	LOS ALEGRES DE TERAN DE TOMAS ORTIZ	  	11/4/2002	  	7/26/2002	  	SR 315-437	
					
SI YA NO TE VUELVO A VER	  	LOS HALCONES DE COALCOMAN	  		  	7/26/2002	  	SR 315-439	
 
7

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
EN LA RUEDA DE TU AMOR	  	CABALLO DORADO	  	11/25/2003	  	7/26/2002	  	SR 315-441
& SR 246-717	
AMAME	  	VOLCAN	  	11/25/2003	  	7/26/2002	  	SR 315-442
& SR 246-719	
					
MIL NOCHES	  	LARRY HERNANDEZ	  	11/4/2002	  	7/26/2002	  	SR 315-443	
					
EL AGUILA REAL	  	LALO MORA Y SU GRUPO PEREGRINO	  	11/25/2003	  	7/26/2002	  	SR 315-444	
					
ABRAN CANCHA CABRONES	  	VARIOUS ARTISTS	  	11/27/2002	  	7/26/2002	  	SR 315-445	
					
Ml PUEBLO	  	EL VALE	  		  	7/26/2002	  	SR 315-446	
					
15 EXITOS INNOLVIDABLES	  	GRUPO INNOVACION	  		  	7/26/2002	  	SR 315-447	
					
REAL BANDOLERO “EL CONSEJO”	  	JAVIER MAURIQUEZ	  		  	7/26/2002	  	SR 315-448	
					
A Ml MANERA	  	BANDA TORO	  	11/25/2003	  	7/26/2002	  	SR 315-449	
					
UN MONTON DE ESTRELLAS	  	GRUPO MOJADO	  	11/27/2002	  	7/26/2002	  	SR 315-450	
					
ANDO QUE ME LLEVA	  	EL DIAMANTE DE SINALOA	  	11/4/2002	  	7/26/2002	  	SR 315-451	
					
Ml UNICO CAMINO	  	ROMAN CORONADO	  		  	7/26/2002	  	SR 315-452	
					
DE NUEVO OTRA VEZ	  	BRAVOS DE LA REGION	  	11/25/2003	  	7/26/2002	  	SR 315-454	
					
TU INGRATITUD	  	MIGUEL Y MIGUEL	  	11/4/2002	  	7/26/2002	  	SR 315-455	
					
A CALZON QUITADO	  	GRUPO EXTERMNADOR	  	11/4/2002	  	7/26/2002	  	SR 315-456	
					
CUMBIA CARNAVAL	  	EL GRAN JEFE	  		  	6/4/2002	  	SR 315-457	
					
SONIDEROS DE REVENTON	  	VARIOUS ARTISTS	  	12/052002	  	7/26/2002	  	SR 315-458	
					
A PARTIR DE HOY	  	LOS JUECES	  	12/5/2002	  	7/26/2002	  	SR 315-459	
					
EL AMANECIDO	  	LOS PROFUGOS DE CHILO Y ROQUE	  	11/4/2002	  	7/26/2002	  	SR 315-460	
					
CUMBIA CALIENTE	  	LA MISSION VALLENATA DE JOHNNY ZAMORA	  	11/4/2002	  	7/26/2002	  	SR 315-464	
					
NO SOMOS NADA	  	BANDA SHOW REVELACION	  	11/4/2002	  	12/12/2002	  	SR 317-718	
					
ATREVETE A OLVIDARME	  	ROGELIO MARTINEZ	  		  	12/12/2002	  	SR 317-719	
					
AIRES DE Ml NORTE	  	LOS HURACANES DEL NORTE	  		  	12/12/2002	  	SR 317-720	
					
ESCLAVA DE TU AMOR	  	40 GRADOS	  		  	12/12/2002	  	SR 317-721	
					
ENERGIA	  	KING AFRICA	  		  	12/12/2002	  	SR 321-572	
					
ENTRA EN Ml VIDA	  	DINORA Y LA JUVENTUD	  	11/4/2002	  	12/12/2002	  	SR 321-573	
					
SUPER ROLAS DE SIEMPRE	  	CAMUFLADO	  	11/4/2002	  	12/12/2002	  	SR 321-574	
					
REMIX	  	JAVIER GARCIA	  	11/25/2003	  	12/12/2002	  	SR 321-579	
 
8

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PLEGARIA A MI PADRE	  	LOS RAYADOS DEL NORTE	  	3/23/2004	  	12/12/2002	  	SR 321-580	
					
LO MEJOR DE MIS EXITOS	  	YOLANDA DEL RIO	  		  	12/12/2002	  	SR 321-589	
					
LOS ANGELES DE CHARLY	  	VARIOUS ARTISTS	  		  	12/12/2002	  	SR 321-602	
					
15 GRANDES EXITOS	  	GRUPO VENNUS DE AGUILILLA MICHOACAN	  		  	12/12/2002	  	SR 321-603	
					
“TARDE O TEMPRANO”	  	LOS CICLONES DEL ARROYO	  		  	12/12/2002	  	SR 321-617	
					
HAGAME UN DUPLICADO	  	LEONEL EL RANCHERO DE SINALOA	  	11/4/2002	  	12/12/2002	  	SR 321-619	
					
EXITOS DE 3 GRANDES	  	VARIOUS ARTISTS	  		  	12/12/2002	  	SR 321-620	
					
QUEDATE CONMIGO	  	BANDA PELILLOS	  		  	12/12/2002	  	SR 321-621	
CUANDO,CUANDO	  	LOS TIGRILLOS	  	11/25/2003	  	12/12/2002	  	SR 321-622
& SR 246-710	
					
EL MUSICO CHIFLADO	  	RIGO TOVAR Y SUR COSTA AZUL	  		  	12/12/2002	  	SR 321-623	
VARIOS ARTISTAS CANTAN EN TRIBUTO AL REY DEL JARIPEO “JOAN SEBASTIAN”	  	VARIOUS ARTISTS	  		  	12/12/2002	  	SR 321-629	
NO TE LA VAS ACABAR	  	LA KONTRA	  	11/25/2003	  	12/12/2002	  	SR 321-630
& SR 246-718	
					
RECORDANDO A LOS DOS REALES	  	LOS DOS REALES	  		  	12/12/2002	  	SR 321-631	
					
BANDA MAX	  	VARIOUS ARTISTS	  		  	12/12/2002	  	SR 321-632	
					
EL MUNDO ES MIO	  	LEONEL “EL RACHERO DE SINALOA”	  	12/5/2002	  	12/12/2002	  	SR 321-633	
					
LO MEJOR EN UNO	  	VARIOUS ARTISTS	  		  	12/12/2002	  	SR 321-634	
					
Ml TIERRA QUERIDA	  	HERMANOS JIMENEZ	  	11/4/2002	  	12/12/2002	  	SR 321-635	
					
FESTIVAL CUMBIAMBERO	  	LA TROPA COLOMBIANA	  	12/5/2002	  	12/12/2002	  	SR 321-636	
					
CORRIDOS SIN FRONTERAS	  	CARLOS Y JOSE	  	12/5/2002	  	8/8/2001	  	SR 321-946	
					
UNA MUJER, UN SUEÑO (CD)	  	ANA BARBARA	  	8/3/2004	  	8/5/2004	  	SR 332-361	
					
UN LAMENTO QUE LLEGO PARA QUEDARSE	  	BANDA LAMENTO SHOW DE DURANGO	  	8/3/2004	  	8/5/2004	  	SR 332-366	
					
EL INVANSABLE	  	LALO MORA	  	8/3/2004	  	8/5/2004	  	SR 332-367	
					
ENAMORATE	  	LOS PUMAS DEL NORTE	  	8/3/2004	  	8/5/2004	  	SR 332-368	
					
OLVIDARTE NUNCA	  	GUARDIANES DEL AMOR	  	8/3/2004	  	8/5/2004	  	SR 332-374	
REUNION ENTRE AMIGOS (CD)	  	LOS RIELEROS DEL NORTE & ADOLFO URIAS Y SU LOBO NORTEÑO	  	8/3/2004	  	8/5/2004	  	SR 332-375	
					
AL RITMO DEL PASITO DURANGUENSE	  	BANDA SIERRA DE DURANGO	  	8/3/2004	  	8/5/2004	  	SR 332-377	
					
DOS GRANDES (DVD)	  	MARCO ANTONIO SOLIS & JOAN SEBASTIAN	  	8/3/2004	  	8/5/2004	  	SR 332-378	
					
LA HISTORIA CONTINUA	  	MARCO ANTONIO SOLIS (CD & DVD)	  	3/23/2004	  	3/29/2004	  	SR 332-417	
 
9

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
AHORA	  	RADIO PIRATA	  	4/23/2003	  	5/2/2003	  	SR 332-557	
					
PARA MI RAZA	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	4/23/2003	  	5/2/2003	  	SR 332-563	
					
CATORCE PARA EL 14	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-564	
					
AMOR DE 3	  	AROMA	  	4/23/2003	  	5/2/2003	  	SR 332-565	
					
EN VIVO	  	LOS RIELEROS DEL NORTE	  	4/23/2003	  	5/2/2003	  	SR 332-566	
					
LO MEJOR DE ELLOS CON MARIACHI	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-567	
					
NOSTALGIAS	  	LOS ACOSTA	  	4/23/2003	  	5/2/2003	  	SR 332-568	
					
NATURAL	  	NOELIA	  	4/23/2003	  	5/2/2003	  	SR 332-569	
					
ELLAS LE CANTAN AL AMOR	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-570	
					
LA REINA DEL SUR	  	LOS TIGRES DEL NORTE	  	11/27/2002	  	12/2/2002	  	SR 332-671	
					
BONITA MUJER	  	LOS ANGELES DE CHARLY	  	11/27/2002	  	12/2/2002	  	SR 332-672	
					
20 INOLVIDABLES	  	LOS YONIC’S	  	4/23/2003	  	5/2/2003	  	SR 332-921	
					
20 INOLVIDABLES	  	LOS TEMERARIOS & LOS BUKIS	  	4/23/2003	  	5/2/2003	  	SR 332-922	
					
30 INOLVIDABLES QUE JAMAS OLVIDARAS	  	LOS BONDADOSOS	  	4/23/2003	  	5/2/2003	  	SR 332-923	
					
LOS REYES DEL PACIFICO	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-925	
					
CON MARIACHI	  	RIGO TOVAR & LOS GREY’S	  	4/23/2003	  	5/2/2003	  	SR 332-932	
					
15 GREATEST HITS	  	CRISTIAN	  	4/23/2003	  	5/2/2003	  	SR 332-933	
					
NOS VAMOS DE PUNTA	  	BANDA BLANCA	  	4/23/2003	  	5/2/2003	  	SR 332-934	
					
SONIDEROS BAILABLE	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-935	
					
RECUERDOS A LOS 80’S	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-936	
					
NO QUE NO	  	MANDINGO	  	4/23/2003	  	5/2/2003	  	SR 332-938	
					
LAS MOVIDITAS DE LA RAZA	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-939	
					
30 INOLVIDABLES	  	RIGO TOVAR	  	4/23/2003	  	5/2/2003	  	SR 332-940	
					
VIVA EL NORTE	  	VARIOUS ARTISTS	  	4/23/2003	  	5/2/2003	  	SR 332-941	
					
ME ENAMORE DE UN ANGEL	  	LOS GUARDIANES DEL AMOR	  	4/23/2003	  	5/2/2003	  	SR 332-942	
					
TOROS VS. ZORROS	  	BANDA TORO Y BANDA ZORRO	  	12/30/2003	  	1/6/2004	  	SR 334-949	
					
CUMBIA POPULAR	  	SABOR COLOMBIA	  	3/23/2004	  	12/17/2003	  	SR 335-189	
					
AY NOMAS LO MEJOR DE....ORO NORTEÑO	  	ORO NORTEÑO	  	10/2/2003	  	10/10/2003	  	SR 335-190	
 
10

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PRISIONERA DE TU AMOR	  	YESENIA FLORES	  	10/2/2003	  	10/10/2003	  	SR 335-191	
					
VEN A GOZAR	  	BANDA PELILLOS	  	10/2/2003	  	10/10/2003	  	SR 335-192	
					
PA’ BAILAR Y GOZAR	  	BANDA PELILLOS	  	10/2/2003	  	10/10/2003	  	SR 335-193	
					
TE LO DEDICO CON AMOR	  	LOS REHENES	  	10/2/2003	  	10/10/2003	  	SR 335-194	
					
YO NO FUI	  	MARIACHI FIESTA MEXICANA	  	9/25/2003	  	10/6/2003	  	SR 335-196	
					
POPURRI: EXITOS MIX	  	BANDA MAGUEY	  	10/2/2003	  	10/10/2003	  	SR 335-200	
40 ARTISTAS Y SUS SUPER EXITOS	  	PATRICIA NAVIDAD	  	12/2/2003	  	SR/VA-
12/17/2003	  	SR 335-202
SR 349-678	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	GRUPO BRYNDIS	  	12/2/2003	  	12/17/2003	  	SR 335-203	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS ANGELES DE CHARLY	  	12/2/2003	  	12/17/2003	  	SR 335-204	
					
NUESTRA VIDA	  	DAVID ROLAS	  	12/2/2003	  	12/17/2003	  	SR 335-205	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS REHENES	  	12/2/2003	  	12/17/2003	  	SR 335-206	
40 ARTISTAS Y SUS SUPER EXITOS	  	EZEQUIEL PEÑA	  	Resent on
4/22/04	  	12/17/2003	  	SR 335-207	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	CONJUNTO PRIMAVERA	  	12/2/2003	  	12/17/2003	  	SR 335-208	
					
DEJANDO HUELLA	  	CANDIDO Y SU HUELLA NORTEÑA	  	9/25/2003	  	10/6/2003	  	SR 335-209	
					
30 EXITAZOS: HISTORIA GRUPERA	  	VARIOUS ARTISTS	  	9/25/2003	  	10/6/2003	  	SR 335-210	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS HUMILDES HERMANOS AYALA	  	12/2/2003	  	12/17/2003	  	SR 335-213	
40 ARTISTAS Y SUS SUPER EXITOS	  	ANA BARBARA	  	12/2/2003	  	12/17/2003	  	SR 335-214
& SR 357-843	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	BANDA MAGUEY	  	12/2/2003	  	12/17/2003	  	SR 335-215	
					
20 MA…QUINAZOS	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	9/25/2003	  	10/6/2003	  	SR 335-217	
					
DECIDE TU	  	CONJUNTO PRIMAVERA	  	9/25/2003	  	10/6/2003	  	SR 335-218	
					
EL MISMO	  	LUIS PEREZ MEZA	  	11/27/2002	  	12/2/2002	  	SR 340-602	
					
BALADAS POP DE AYER Y HOY	  	VARIOUS ARTISTS	  		  	12/2/2002	  	SR 340-603	
					
ALL STAR 2	  	DJ ERICK AL INDUSTRIA	  		  	12/2/2002	  	SR 340-604	
					
PENSANDO EN TI	  	LOS BONDADOSOS	  	11/27/2002	  	12/2/2002	  	SR 340-605	
					
MEJOR QUE NUNCA	  	CONJUNTO AZABACHE	  	11/27/2002	  	12/2/2002	  	SR 341-328	
					
AVENTURAS	  	BANDA LA MENTIRA	  	11/27/2002	  	2/2/2002	  	SR 341-326	
					
ENSEÑAME A OLVIDAR	  	CARLOS Y JOSE	  	11/27/2002	  	12/2/2002	  	SR 341-327	
					
CORRIDOS PEGADITOS	  	LUIS Y JULIAN	  	11/27/2002	  	12/2/2002	  	SR 341-329	
 
11

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
GOZANDO LA CUMBIA	  	LOS PLEBEYOS	  	11/27/2002	  	12/2/2002	  	SR 341-330	
					
EPOCA DE ORO	  	LA TROPA CHICANA AND LA MIGRA	  	11/27/2002	  	12/2/2002	  	SR 341-331	
					
TU MEJOR AMIGO	  	COSTA AZUL DE CESAR ALEJANDRO	  	11/27/2002	  	12/2/2002	  	SR 341-332	
					
SOLITARIOS	  	LOS DINOSAURIOS	  	11/27/2002	  	12/2/2002	  	SR 341-333	
					
NESPERABLES	  	CORNELIO REYES Y LOS RELAMPAGOS DEL NORTE	  	11/27/2002	  	12/2/2002	  	SR 341-334	
					
CINTA DE AMOR	  	LOS REHENES	  	11/27/2002	  	12/2/2002	  	SR 341-335	
					
CUESTA ARRIBA	  	LOS RIELEROS DEL NORTE	  	11/4/2002	  	12/2/2002	  	SR 341-336	
					
O MEJOR DEL 2002 GRUPERO	  	VARIOUS ARTISTS	  	11/27/2002	  	12/2/2002	  	SR 341-337	
					
NAVIDAD RANCHERA	  	YESENIA FLORES	  	11/27/2002	  	12/2/2002	  	SR 341-339	
					
SIN FRONTERAS	  	LOS HERMANOS VASQUEZ	  	11/27/2002	  	12/2/2002	  	SR 341-340	
					
TESORO MICHOACANO	  	LOS HERMANOS JIMENEZ	  	11/27/2002	  	12/2/2002	  	SR 341-341	
DISCOS MACHOS VOL.2	  	BANDA MACHOS	  	11/25/2003	  	12/2/2002	  	SR 341-342
& SR 246-720	
EL MERO MERO DEL ACORDEON (VERSIONES ORIGINALES)	  	RAMON AYALA Y SUS BRAVOS DEL NORTE	  	9/25/2003	  	11/6/2003	  	SR 341-945	
ENTRE AMIGOS	  	RAMON AYALA Y SUS BRAVOS DEL NORTE Y LOS INVASORES DE NUEVO LEON	  	10/29/2003	  	11/14/2003	  	SR 341-983	
					
YO PUDE	  	VICTOR OCHOA ‘EL AFERRADO’	  	10/29/2003	  	11/14/2003	  	SR 341-984	
					
MIL PEDAZOS	  	LALO MORA	  	9/25/2003	  	10/6/2003	  	SR 343-609	
					
10 BUENOTAS PARA BAILAR, VOL. 1	  	MARIACHI FIESTA MEXICANA	  	9/25/2003	  	10/6/2003	  	SR 343-615	
					
MICHOACANOS DE CORAZON	  	LOS HERMANOS JIMENEZ	  	9/25/2003	  	10/6/2003	  	SR 343-616	
					
NOCHES TAPATIAS	  	VARIOUS ARTISTS	  	9/25/2003	  	10/6/2003	  	SR 343-617	
SIMPLEMENTE DINORA Y PRISCILA	  	DINORA Y LA JUVENTUD Y PRISCILA Y SUS BALAS DE PLATA	  	9/25/2003	  	10/6/2003	  	SR 343-618	
					
PARA COLECCIONISTAS: EDICION ESPECIAL	  	ALVARO TORRES	  	9/25/2003	  	10/6/2003	  	SR 343-619	
					
DE CORAZON A CORAZON	  	INDUSTRIA DEL AMOR	  	9/25/2003	  	10/6/2003	  	SR 343-620	
					
FIESTA DE CARNAVAL	  	LA MISSION COLOMBIANA	  	9/25/2003	  	10/6/2003	  	SR 343-622	
					
DI QUE NO ME DEJARAS	  	CONJUNTO AZABACHE	  	9/25/2003	  	10/6/2003	  	SR 343-623	
					
LOS ALEGRES COMPADRES	  	VARIOUS ARTISTS	  	9/25/2003	  	10/6/2003	  	SR 343-624	
 
12

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
SOLO POR TI	  	LA MISSION COLOMBIANA	  	9/25/2003	  	10/6/2003	  	SR 343-625	
					
PRIETA LINDA	  	LOS INTERNACIONALES DE DURANGO	  	9/25/2003	  	10/6/2003	  	SR 343-632	
					
LOS PILOTOS SHAKAS	  	LOS KUATEROS DEL NORTE	  	9/25/2003	  	10/6/2003	  	SR 343-633	
					
DUETOS DEL RECUERDO	  	VARIOUS ARTISTS	  	???	  	11/26/2003	  	SR 343-965	
					
11 NUMEROS UNO	  	ARTHUR HANLON	  	???	  	11/26/2003	  	SR 343-967	
					
ENCUENTRO DE SUPER GRUPOS	  	VARIOUS ARTISTS	  	???	  	11/26/2003	  	SR 343-972	
					
CONSENTIDAS PARA TI	  	CARLOS Y JOSE	  	9/25/2003	  	10/6/2003	  	SR 344-441	
					
BRILLANDO CON MAS FUERZA	  	LOS DIAMANTES DE OJINAGA	  	9/25/2003	  	10/6/2003	  	SR 344-443	
					
20 SUPER EXITOS: 20 AÑOS DESPUES, VOL.1	  	LOS BONDADOSOS	  	9/25/2003	  	10/6/2003	  	SR 344-445	
REENCUENTRO HISTORICO	  	GRUPO MOJADO Y GRUPO PEGASSO DEL POLLO ESTEVAN	  	9/25/2003	  	10/6/2003	  	SR 344-446	
					
LOS 30 CORRIDOS MAS PROHIBIDOS	  	VARIOUS ARTISTS	  	9/25/2003	  	10/6/2003	  	SR 344-447	
					
25 JOYAS MUSICALES (EDICION LIMITADA)	  	LOS BUKIS	  	9/25/2003	  	10/6/2003	  	SR 344-694	
					
DESDE COLOMBIA	  	CELSO PIÑA Y SU RONDA BOGOTA	  	9/25/2003	  	10/6/2003	  	SR 344-695	
					
SIN RIENDA	  	CANDIDO Y SU HUELLA NORTEÑA	  	9/25/2003	  	10/6/2003	  	SR 344-696	
					
NAVIDAD DE LOS POBRES	  	VARIOUS ARTISTS	  	9/25/2003	  	10/6/2003	  	SR 344-697	
					
LEYENDAS NORTEÑAS	  	VARIOUS ARTISTS	  	9/25/2003	  	10/6/2003	  	SR 344-698	
					
CON 15 INOLVIDABLES	  	DINASTIA NORTEÑA	  	9/25/2003	  	10/6/2003	  	SR 344-699	
					
AYER, HOY Y SIEMPRE	  	LOS ACOSTA	  	12/30/2003	  	1/6/2004	  	SR 344-951	
					
LAS 25 ROMANTICAS DE AÑO	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-954	
					
ENCUENTRO DE ANGELES, VOL.2	  	LOS ANGELES DE CHARLY Y LOS ANGELES AZULES	  	12/30/2003	  	1/6/2004	  	SR 344-979	
					
20 NORTEÑAS BAILABLES	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-981	
					
25 GRUPERAS DE AMOR	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-983	
					
20 HISTORIAS DE AMOR	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-984	
					
20 SONIDEROS BAILABLES	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-985	
					
20 BANDAZOS BAILABLES	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-986	
					
BAILANDO Y GOZANDO:25 GRUPERISIMAS	  	VARIOUS ARTISTS	  	12/30/200	  	1/6/2004	  	SR 344-987	
					
25 SUPER TROPICALES BAILA CON SABOR	  	VARIOUS ARTISTS	  	12/30/2003	  	1/6/2004	  	SR 344-988	
 
13

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
DOS GRANDES BANDAS VOL. 2	  	BANDA EL RECODO CON JUAN ZAIZAR Y BANDA CUISILLOS	  	10/29/2003	  	11/14/2003	  	SR 346-032	
					
RAICES RANCHERAS	  	YOLANDA DEL RIO	  	9/30/2003	  	9/30/2003	  	SR 346-033	
					
METAMORFOSIS	  	BANDA MAGUEY	  	10/29/2003	  	11/14/2003	  	SR 346-035	
					
QUIERO	  	BANDA SHOW REVELACION	  	10/29/2003	  	11/14/2003	  	SR 346-036	
					
SOLAMIGO CANTA RONDAS INFANTILES	  	LOS SOLECITOS	  	10/29/2003	  	11/14/2003	  	SR 346-043	
					
POR TI	  	BANDA SINALOENSE EL RECODO DE CRUZ LIZARRAGA	  	10/29/2003	  	11/14/2003	  	SR 346-044	
					
LA SAGA	  	DOMINIO PUBLICO MUSIC, PRODUCED BY DJ ERIC	  	10/29/2003	  	11/14/2003	  	SR 346-045	
					
SOLBRILLANTE CANTA CRI-CRI	  	LOS SOLECITOS	  	10/29/2003	  	11/14/2003	  	SR 346-046	
NUESTRA-HISTORIA	  	LOS MUECAS	  	3/23/2004	  	11/14/2003	  	SR 346-047
& SR 348-
874	
					
LAMENTO NORTEÑO	  	DINASTIA NORTEÑA	  	9/30/2003	  	9/30/2003	  	SR 346-048	
					
SOLTRAVIESO PRESENTA BAILANDO SIN PARAR	  	LOS SOLECITOS	  	10/29/2003	  	11/14/2003	  	SR 346-049	
					
DE DURANGO PARA EL MUNDO, 100% ALACRAN	  	VARIOUS ARTISTS	  	3/2/2004	  	11/14/2004	  	SR 346-050	
					
SIN MEDIDA	  	RIVALES	  	9/30/2003	  	11/14/2003	  	SR 346-051	
					
RECORDAR ES VIVIR 1960-1980	  	PRISCILA Y SUS BALAS DE PLATA	  	10/29/2003	  	11/14/2003	  	SR 346-052	
					
AMOR NORTEÑO	  	CARLOS Y JOSE	  	9/30/2003	  	9/30/2003	  	SR 346-053	
					
NUESTRA HISTORIA	  	GRUPO EXTERMNADOR	  	10/29/2003	  	11/14/2003	  	SR 346-055	
					
ABRIENDO CAMINOS	  	LOS RIELEROS DEL NORTE	  	10/29/2003	  	11/14/2003	  	SR 346-056	
					
ZORREANDO CON LA BANDA	  	BANDA ZORRO	  	9/30/2003	  	9/30/2003	  	SR 346-070	
					
OTRO VINO, OTRA COPA	  	LOS REHENES	  	4/21/2003	  	11/24/2003	  	SR 346-279	
					
20 EXITOS DE VAQUEROS MUSICAL	  	VAQUEROS MUSICAL	  	2/5/2004	  	11/24/2003	  	SR 346-280	
					
20 EXITOS DE RITMO ROJO	  	RITMO ROJO	  	???	  	11/24/2003	  	SR 346-281	
					
HOMENAJE A LAS GRANDES	  	JENNI RIVERA	  	4/17/2003	  	11/24/2003	  	SR 346-282	
					
25 INOLVIDABLES	  	BANDA PELILLOS	  	???	  	11/24/2003	  	SR 346-284	
					
25 TAMBORAZOS ZACATECANOS	  	VARIOUS ARTISTS	  	11/21/2003	  	11/24/2003	  	SR 346-285	
					
NUESTRA HISTORIA	  	BANDA EL LIMON	  	4/17/2003	  	11/24/2003	  	SR 346-286	
					
PUNTO Y APARTE	  	PUNTO Y APARTE	  	10/29/2003	  	2/20/2004	  	SR 346-287	
					
20 EXITOS DE BANDA EL CERRITO	  	BANDA EL CERRITO	  	2/5/2004	  	2/20/2004	  	SR 346-292	
					
20 BOLEROS ROMANTICOS (EDICION ESPECIAL)	  	LOS TIGRES DEL NORTE	  	3/2/2004	  	2/20/2004	  	SR 346-293	
 
14

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
20 EXITOS DE BANDA KORA	  	BANDA KORA	  	2/5/2004	  	2/20/2004	  	SR 346-294	
					
20 EXITOS DEL VENADO AZUL	  	EL VENADO AZUL	  	11/21/2003	  	2/20/2004	  	SR 346-295	
					
20 EXITOS DE BANDA EL PUEBLITO	  	BANDA EL PUEBLITO	  	2/5/2004	  	2/20/2004	  	SR 346-296	
					
GRANDES VOCES CON GRANDES BANDAS	  	VARIOUS ARTISTS	  	10/29/2004	  	11/24/2004	  	SR 346-298	
					
PACHANGUERO	  	CELSO PIÑA Y SU RONDA BOGOTA	  	11/4/2002	  	12/2/2002	  	SR 346-401	
					
PROPUESTAS DE AMOR CON BANDA	  	VARIOUS ARTISTS	  	3/23/2004	  	2/11/2004	  	SR 346-818	
					
RAICES	  	BANDA SIERRA DE DURANGO	  	2/5/2004	  	2/11/2004	  	SR 346-819	
					
RECORDANDO A LOS GRANDES GRUPOS	  	VARIOUS ARTISTS	  	2/5/2004	  	2/11/2004	  	SR 346-822	
					
SEÑOR LOCUTOR	  	GRUPO FUROR	  	3/2/2004	  	2/11/2004	  	SR 346-824	
					
15 CLASICAS DE LEYENDA, VOL.2	  	CORNELIO REYES Y LOS RELAMPAGOS DEL NORTE	  	3/25/2004	  	2/11/2004	  	SR 346-829	
					
AMANECER BAILANDO	  	VARIOUS ARTISTS	  	2/5/2004	  	2/11/2004	  	SR 346-834	
					
15 SUPER BAILABLES DE SIEMPRE	  	VARIOUS ARTISTS	  	3/2/2004	  	3/5/2004	  	SR 346-911	
					
EMPRENDIENDO VUELO	  	GRUPO INNOVACION	  	3/25/2004	  	3/5/2004	  	SR 346-913	
					
CON CHUPE, POLVO Y BANDA	  	LOS CAPOS DE MEXICO	  	3/2/2004	  	3/5/2004	  	SR 346-914	
					
FANTASIAS	  	BANDA LA MENTIRA	  	3/2/2004	  	3/5/2004	  	SR 346-915	
					
NARCO CORRIDOS DE PARRANDA CON EL DIABLO VOL.3	  	GRUPO EXTERMNADOR	  	3/2/2004	  	3/5/2004	  	SR 346-916	
					
GIGANTES DE LA SALSA	  	VARIOUS ARTISTS	  	3/2/2004	  	3/5/2004	  	SR 346-917	
					
20 AÑOS DESPUES, VOL. 2 - 20 SUPER EXITOS	  	LOS BONDADOSOS	  	3/23/2004	  	3/29/2004	  	SR 347-577	
					
14 PARA QUE TE ENAMORES	  	LOS TRIOS	  	2/5/2004	  	3/29/2004	  	SR 347-578	
					
15 SUPER EXITOS, NUESTRA HISTORIA	  	LAS JILGUERILLAS (AMPARO Y IMELDA)	  	3/23/2004	  	3/29/2004	  	SR 347-579	
					
20 EXITOS DE EZEQUIEL PAEZ	  	EZEQUIEL PAEZ	  	3/23/2004	  	3/29/2004	  	SR 347-668	
					
2 GRANDES EN EL CIELO	  	DINORA Y LA JUVENTUD	  	3/23/2004	  	3/29/2004	  	SR 347-671	
					
SOLSOÑON PRESENTA CANCIONES NAVIDEÑAS	  	LOS SOLECITOS	  	2/5/2004	  	3/29/2004	  	SR 347-673	
					
20 EXITOS DE RANCHERO BAND	  	RANCHERO BAND	  	3/23/2004	  	3/29/2004	  	SR 347-674	
					
LA HISTORIA CONTINUA	  	MARCO ANTONIO SOLIS (CD)	  	3/23/2004	  	3/29/2004	  	SR 347-677	
					
COMO NUNCA	  	JUAN TAVARES	  	3/23/2004	  	3/29/2004	  	SR 347-679	
					
PIPORREANDO (KTME…!)	  	DON CHETO	  	3/23/2004	  	3/29/2004	  	SR 347-698	
 
15

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
CANTARES Y CORRIDOS: 20 EXITOS	  	LUIS Y JULIAN	  	3/25/2004	  	3/29/2004	  	SR 347-700	
					
CUMBIAS NORTEÑAS	  	VARIOUS ARTISTS	  	10/29/2003	  	7/26/2004	  	SR 348-875	
					
NUESTRA HISTORIA	  	LOS ALBELARDOS	  	3/25/2004	  	3/29/2004	  	SR 348-877	
					
15 EXITOS MUY DINAMICOS	  	LOS DINAMICOS DEL NORTE	  	3/25/2004	  	3/29/2004	  	SR 348-878	
					
ENTRE AMIGOS	  	VARIOUS ARTISTS	  	10/29/2003	  	7/26/2004	  	SR 348-879	
					
MI HISTORIA	  	DULCE	  	3/25/2004	  	3/29/2004	  	SR 348-892	
					
EL AMOR Y LA DESGRACIA	  	JAVIER TORRES	  	4/13/2004	  	4/16/2004	  	SR 348-893	
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS YONIC’S	  	Resent on
4/22/04	  	11/26/2003	  	SR 349-813	
					
RUMBO AL SUR	  	LOS DIAMANTES DE OJINAGA	  	???	  	3/29/2004	  	SR 349-973	
					
THE HISTORY	  	DJ ERIC INDUSTRIA	  	3/25/2004	  	3/29/2004	  	SR 349-974	
					
15 PIÑAZOS DE EXITOS	  	BANDA LA PIÑERA	  	3/25/2004	  	3/29/2004	  	SR 349-977	
					
CHICANAS DE PEGUE (LO ULTIMO Y LO MEJOR)	  	LOS GREY’S	  	3/25/2004	  	3/29/2004	  	SR 349-990	
					
LOCO POR EL MUNDO	  	BANDA PELILLOS	  	3/23/2004	  	3/29/2004	  	SR 349-991	
					
CORAZON RANCHERO	  	BANDA JEREZ	  	4/20/2004	  	4/23/2004	  	SR 350-204	
					
20 PARA ENAMORADOS	  	GRUPO PEGASSO DEL POLLO ESTEVAN	  	4/13/2004	  	4/16/2004	  	SR 350-371	
					
20 GRANDES DE LA REINA DEL JARIPEO	  	YESENIA FLORES	  	4/13/2004	  	4/16/2004	  	SR 350-372	
					
LAS VIEJAS BRAVAS DE ORO NORTEÑO	  	ORO NORTEÑO	  	4/13/2004	  	4/16/2004	  	SR 350-386	
					
EL CAPIMIX	  	LOS CAPI	  	4/20/2004	  	4/23/2004	  	SR 350-882	
					
A POCO NO	  	PROFUGOS DE CHICAGO	  	4/20/2004	  	4/23/2004	  	SR 351-052	
					
AMOR BANDIDO	  	QUIMIKA	  	4/20/2004	  	4/23/2004	  	SR 351-052	
					
ASI ES LA VIDA	  	QUIMIKA	  	10/29/2003	  	11/14/2003	  	SR 351-053	
20 BOLEROS ROMANTICOS	  	LOS TIGRES DEL NORTE	  	7/22/2004	  	3/5/2004	  	SR 351-777
& 348-876	
					
PEGA MIX: 20 EXITAZOS	  	GRUPO PEGASSO DEL POLLO ESTEVAN	  	3/2/2004	  	3/5/2004	  	SR 351-864	
					
15 TROPICAPIS	  	LOS CAPI	  	3/2/2004	  	3/5/2004	  	SR 351-873	
					
TRIBUTO A JAVIER SOLIS	  	VARIOUS ARTISTS	  	4/20/2004	  	4/23/2004	  	SR 352-471	
					
MAS MEXICANO QUE NUNCA	  	ROBERTO VERDUZCO	  	5/18/2004	  	5/21/2004	  	SR 352-548	
PURA SANGRE	  	BRONCO	  	5/18/2004	  	5/21/2004	  	SR 352-552	
ANIMAL	  	BRONCO	  	5/18/2004	  	5/21/2004	  	SR 352-554	
15 CANTINAZOS EN VIVO	  	BANDA ZORRO	  	5/18/2004	  	5/21/2004	  	SR 352-559	
 
16

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
30 INOLVIDABLES	  	BRONCO	  	5/18/2004	  	5/21/2004	  	SR 352-790	
					
LA ULTIMA HUELLA	  	BRONCO	  	5/12/2004	  	5/17/2004	  	SR 353-858	
					
A LO GRANDE CON LA GRANDE	  	LA GRANDE DE SINALOA BANDA LIMON	  	5/12/2004	  	5/17/2004	  	SR 353-866	
					
PERDONA MI AMOR	  	EVOLUCION	  	5/12/2004	  	5/17/2004	  	SR 353-867	
					
EL PRIMER SAMURAY MEXICANO	  	GRUPO SAMURAY	  	5/12/2004	  	5/17/2004	  	SR 353-868	
					
SIEMPRE ESTARAS	  	LA MAGIA DEL AMOR	  	5/12/2004	  	5/17/2004	  	SR 353-869	
					
EL SUEÑO AMERICANO	  	LOS SEMENTALES DE NUEVO LEON	  	5/12/2004	  	5/17/2004	  	SR 353-870	
					
ERES MI CORAZON	  	MANDINGO	  	5/18/2004	  	5/17/2004	  	SR 353-871	
					
AMIGO	  	BRONCO	  	5/18/2004	  	5/17/2004	  	SR 353-872	
					
TE SEGUIRE	  	CALLEJON 8	  	5/12/2004	  	5/17/2004	  	SR 353-873	
					
PLEGARIA A MI MADRE	  	DINASTIA NORTEÑA	  	5/12/2004	  	5/17/2004	  	SR 353-874	
					
DEJANDO HUELLA	  	CONJUNTO PRIMAVERA	  	5/12/2004	  	5/17/2004	  	SR 353-875	
					
ESPECIALMENTE PARA TI	  	VARIOUS ARTISTS	  	5/12/2004	  	5/17/2004	  	SR 353-876	
					
HOMENAJE A LOS GRANDES GRUPOS	  	BRONCO	  	5/12/2004	  	5/17/2004	  	SR 353-877	
					
NUESTRA HISTORIA	  	LOS CAMINANTES	  	5/12/2004	  	5/17/2004	  	SR 353-878	
					
PREMIO LO NUESTRO 2004- REGIONAL MEXICANA	  	VARIOUS ARTISTS	  	5/12/2004	  	5/17/2004	  	SR 353-879	
					
DE DURANGO PARA EL MUNDO	  	VARIOUS ARTISTS	  	5/12/2004	  	5/17/2004	  	SR 353-880	
					
CRONICA DE DOS GRANDES: EDICION ESPECIAL	  	LOS BUKIS & BRONCO	  	2/5/2004	  	2/11/2004	  	SR 354-813	
					
20 HERRADURAS DE ORO (EDICION ESPECIAL)	  	EZEQUIEL PEÑA	  	3/23/2004	  	3/29/2004	  	SR 354-814	
					
20 AÑOS DE FUERZA NORTEÑA (EDICION ESPECIAL)	  	LOS RIELEROS DEL NORTE	  	3/23/2004	  	3/29/2004	  	SR 354-815	
					
MI AMORCITO COLOMBIANO	  	LA TROPA COLOMBIANA	  	9/17/2004	  	9/21/2004	  	SR 355-192	
					
EL SHOW DEBE CONTINUAR…SIGUE DURANGO	  	BANDA SHOW REVELACION	  	9/17/2004	  	9/21/2004	  	SR 355-225	
					
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS PLEBEYOS	  	4/13/2004	  	4/16/2004	  	SR 355-587	
					
GRANDES DUETOS	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 355-620	
					
LOS 20 CORRIDOS MAS PROHIBIDOS, VOL. 2	  	VARIOUS ARTISTS (EDITED)	  	7/22/2004	  	7/26/2004	  	SR 355-621	
					
SOY DE DURANGO SUS INICIOS, VOL. 1	  	PATRULLA 81	  	7/22/2004	  	7/26/2004	  	SR 355-622	
MOJADO INTERPRETA A LOS GRANDES EXITOS DE JOSE JOSE	  	MOJADO	  	7/22/2004	  	7/26/2004	  	SR 355-623	
					
LOS 20 CORRIDOS MAS PROHIBIDOS, VOL. 2	  	VARIOUS ARTISTS (EXPLICIT CONTENT)	  	7/22/2004	  	7/26/2004	  	SR 355-624	
 
17

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
FESTIVAL DE ESTRELLAS	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 355-625	
					
EXITOS AL ESTILO DURANGUENSE	  	FA-Z-4	  	7/22/2004	  	7/26/2004	  	SR 355-636	
CON LAS 2 HASTA AMANECER	  	JUAN ZAIZAR WITH BANDA EL RECODO AND BANDA ZORRO	  	7/22/2004	  	7/26/2004	  	SR 355-648	
					
20 PLATINAZOS	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 355-650	
					
PACTO DE SANGRE	  	LOS TIGRES DEL NORTE	  	7/22/2004	  	7/26/2004	  	SR 355-651	
					
15 AÑOS DE TRAYECTORIA	  	NORTEÑOS DE OJINAGA	  	7/22/2004	  	7/26/2004	  	SR 355-652	
					
CONTINUANDO LA RUTA	  	LOS RIELES DEL PRIMO MANOLO	  	7/22/2004	  	7/26/2004	  	SR 355-653	
					
UNA DINASTIA DE ORO	  	ORO NORTEÑO / DINASTIA NORTEÑA	  	7/22/2004	  	7/26/2004	  	SR 355-654	
					
ALEGRE CON LA BANDA	  	VICTOR OCHOA ‘EL AFERRADO’	  	7/22/2004	  	7/26/2004	  	SR 355-655	
					
ETERNAMENTE ENAMORADO	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	7/22/2004	  	7/26/2004	  	SR 355-656	
					
ETERNAMENTE ENAMORADO	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	7/22/2004	  	7/26/2004	  	SR 355-664	
					
NUESTRA PROPIA HISTORIA	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 355-668	
					
PACTO DE SANGRE	  	LOS TIGRES DEL NORTE (CD)	  	7/22/2004	  	7/26/2004	  	SR 355-669	
					
PARA MENTALIDADES MAJORES	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 355-670	
					
15 TROPI CALIENTES	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	SR 355-671	
					
100% SONIDERO	  	XOCHILT	  	7/22/2004	  	7/26/2004	  	SR 355-672	
					
LA HUELLA DE TU AMOR	  	LA TRADICION DEL NORTE	  	7/22/2004	  	7/26/2004	  	SR 355-673	
					
NUEVA ONDA	  	BANDA RADAR D’ DURANGO	  	7/22/2004	  	7/26/2004	  	SR 355-674	
					
20 CAPO CORRIDOS	  	LOS CAPOS DE MEXICO (EXPLICIT CONTENT)	  	7/22/2004	  	7/26/2004	  	SR 355-685	
					
15 AÑOS DE TRAYECTORIA (CD & DVD)	  	NORTEÑOS DE OJINAGA	  	7/22/2004	  	7/26/2004	  	SR 355-688	
					
20 AÑOS DE FUERZA NORTEÑA	  	LOS RIELEROS DEL NORTE	  	7/22/2004	  	7/26/2004	  	SR 355-692	
					
AMOR GRUPERO	  	VARIOUS ARTISTS	  	8/3/2004	  	8/5/2004	  	SR 356-512	
					
HIP HOP EL CENTRO REGGETON	  	SIN RETORNO	  	8/3/2004	  	8/5/2004	  	SR 356-513	
					
ME CAMBIASTE LA VIDA	  	ROGELIO MARTINEZ	  	8/3/2004	  	8/5/2004	  	SR 356-514	
					
POR SIEMPRE TE AMARE	  	NORTEÑOS DE OJINAGA	  	8/3/2004	  	8/5/2004	  	SR 356-524	
					
DOS GRANDES (CD)	  	MARCO ANTONIO SOLIS & JOAN SEBASTIAN	  	8/3/2004	  	8/5/2004	  	SR 356-525	
					
DEL MERITITO TIERRA CALIENTE	  	ORGANIZACION ACAPULCO	  	8/3/2004	  	8/5/2004	  	SR 356-526	
					
MAS AMOR A LA MEXICANA	  	VARIOUS ARTISTS	  	8/3/2004	  	8/5/2004	  	SR 356-527	
 
18

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
ROMANTICAS DEL CORAZON	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	8/3/2004	  	8/5/2004	  	SR 356-695	
					
DESDE DURANGO AL ESTILO DURANGUENSE	  	BANDA LAMENTO SHOW DE DURANGO	  	8/3/2004	  	8/5/2004	  	SR 356-698	
					
ETERNAMENTE ENAMORADO	  	DINORA Y LA JUVENTUD	  	8/3/2004	  	8/5/2004	  	SR 356-701	
					
CONTIGO EN EL CAMINO	  	DINASTIA NORTEÑA	  	8/3/2004	  	8/5/2004	  	SR 356-707	
					
EL BUEY DE LA BARRANCA	  	LOS INDOMABLES	  	8/3/2004	  	8/5/2004	  	SR 356-708	
					
CALIENTE, CALIENTE DE TIERRA CALIENTE	  	LOS DOS PEQUEÑOS DEL SUR	  	8/3/2004	  	8/5/2004	  	SR 356-712	
					
DE CORAZON NORTEÑO	  	DINASTIA NORTEÑA	  	8/3/2004	  	8/5/2004	  	SR 356-713	
					
CORRIDOS DE ROMPE Y RASGA	  	LUIS Y JULIAN	  	9/17/2004	  	9/21/2004	  	SR 356-794	
					
LEGADO NORTEÑO CON FUERZA Y SIENTIMIENTO	  	LOS HURACANES DEL NORTE (CD)	  	9/17/2004	  	9/21/2004	  	SR 356-795	
					
LEGADO NORTEÑO CON FUERZA Y SIENTIMIENTO	  	LOS HURACANES DEL NORTE (DVD)	  	9/17/2004	  	9/21/2004	  	SR 356-795	
					
SINALOENSE DE CORAZON	  	EL PUMA DE SINALOA	  	9/17/2004	  	9/21/2004	  	SR 356-796	
					
20 EXITOS PURA BANDA	  	VARIOUS ARTISTS	  	2/5/2004	  	2/11/2004	  	SR 357-101	
					
PURO MICHOACAN	  	VARIOUS ARTISTS	  	5/12/2004	  	5/17/2004	  	SR 357-102	
20 EXITOS DE LA ORlGINAL BANDA EL LIMON DE SALVADOR LIZARRAGA	  	BANDA EL LIMON	  	2/5/2004	  	2/11/2004	  	SR 357-103	
					
20 EXITOS	  	TOMMY VALLES	  	5/12/2004	  	5/17/2004	  	SR 357-104	
					
FIESTA MIX	  	MARIACHI FIESTA MEXICANA	  	9/17/2004	  	9/21/2004	  	SR 357-963	
					
SIGUIENDO AL CORAZON	  	LOS GREY’S	  	9/17/2004	  	9/21/2004	  	SR 357-970	
					
EN LA CUMBRE	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	9/17/2004	  	9/21/2004	  	SR 357-971	
					
LOS RE-MIXES DE LA QUE BUENA	  	VARIOUS ARTISTS	  	9/17/2004	  	9/21/2004	  	SR 357-975	
					
100% BAILABLES	  	LOS PLEBEYOS	  	9/17/2004	  	9/21/2004	  	SR 357-983	
					
CON EL SABOR DE LA BANDA	  	BANDA PURA CAÑA DE DANIEL OSORNO	  	9/17/2004	  	9/21/2004	  	SR 357-987	
					
NUESTRAS CONSENTIDAS	  	LOS YONIC’S	  	9/17/2004	  	9/21/2004	  	SR 360-169	
					
ULTIMAS NOTICIAS	  	LOS ALTENOS DE LA SIERRA	  	8/3/2004	  	8/11/2004	  	SR 360-183	
					
CORAZON MAGICO	  	CANDIDO Y SU HUELLA NORTEÑA	  	9/17/2004	  	9/21/2004	  	SR 360-283	
					
BETZAIDA	  	BETZAIDA	  	9/17/2004	  	9/24/2004	  	SR 360-291	
					
ROMANTICAS DE ORO	  	LOS PLEBEYOS	  	9/17/2004	  	9/21/2004	  	SR 360-292	
					
SI NO EXISTIERAS	  	BANDA LOS RECODITOS	  	9/17/2004	  	9/21/2004	  	SR 360-293	
					
EXPLOSIVOS	  	NO MANCHES	  	9/17/2004	  	9/21/2004	  	SR 360-294	
 
19

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
CON PASITO DURANGUENSE	  	LOS ALACRANES DE DURANGO	  	9/17/2004	  	9/21/2004	  	SR 360-295	
					
ME QUITO EL NOMBRE	  	40 GRADOS	  	3/17/2004	  	9/21/2004	  	SR 360-296	
					
BAILANDO SIN PARAR	  	MARIACHI FIESTA MEXICANA	  	9/17/2004	  	9/21/2004	  	SR 360-297	
					
UNA NUEVA RELACION	  	TUMBAO	  	9/17/2004	  	9/21/2004	  	SR 360-298	
					
ROCKUMBIA	  	AMISTAD	  	9/17/2004	  	9/21/2004	  	SR 360-299	
					
PA’ GOZAR Y PA’ BAILAR	  	BANDA PELILLOS	  	9/17/2004	  	9/21/2004	  	SR 360-300	
					
EN REALIDAD	  	BANDIDOS MUSICAL	  	9/17/2004	  	9/21/2004	  	SR 360-301	
					
DURANGUENSE	  	FUROR	  	9/17/2004	  	9/21/2004	  	SR 360-302	
					
AMOR CON SAX	  	NORTEÑOS DE OJINAGA	  	9/17/2004	  	9/21/2004	  	SR 360-303	
					
MELAO	  	NOELIA W/ DJ ERIC & YAMIL	  	6/3/2004	  	8/5/2004	  	SR 360-358	
					
DE AMORES Y RECUERDOS	  	LOS ANGELES DE CHARLY	  	9/17/2004	  	9/24/2004	  	SR 360-958	
					
DEL MERITITO CHALCATONGO OAXACA	  	GRUPO CHAKALY	  	9/17/2004	  	9/24/2004	  	SR 360-959	
					
EL AMOR DEL CANTANTE	  	GRUPO SONAR	  	9/17/2004	  	9/24/2004	  	SR 360-960	
					
UN CORAZON PARA DOS	  	LOS GUERREROS DE LA LENGUA	  	9/17/2004	  	9/24/2004	  	SR 360-961	
					
ME GUSTA ESTAR CONMIGO	  	CONJUNTO AZABACHE	  	9/17/2004	  	9/24/2004	  	SR 360-962	
					
MAS DE SAX EN SAX… EL DESAFIO CONTINUA	  	VARIOUS ARTISTS	  	9/17/2004	  	9/24/2004	  	SR 360-963	
					
CON ESTILO	  	LOS CHICOS BANDA	  	9/17/2004	  	9/24/2004	  	SR 360-964	
					
NORTEÑOS CONTRA BANDAZOS	  	VARIOUS ARTISTS	  	9/17/2004	  	9/24/2004	  	SR 360-965	
					
DE DURANGO… ‘LOS PRIMEROS’	  	LOS BONDADOSOS	  	9/17/2004	  	9/24/2004	  	SR 360-966	
					
TERRICOLAS POR SIEMPRE	  	JHOMANNY	  	9/17/2004	  	9/24/2004	  	SR 360-967	
					
UN CORAZON PARA DOS	  	LOS GUERREROS DE LA LAGUNA	  	9/10/2004	  	9/24/2004	  	SR 360-968	
					
FELIZ NAVIDAD	  	GOLLITO...EL GRILLITO	  	9/17/2004	  	9/24/2004	  	SR 360-971	
					
MAS ORIGINAL QUE NUNCA	  	PRISCILA Y SUS BALAS DE PLATA	  	9/17/2004	  	9/24/2004	  	SR 360-980	
					
NUESTRA HISTORIA	  	CAMPECHE SHOW	  	3/25/2004	  	3/29/2004	  	SR 361-066	
					
EXITOS CON TRADICION SINALOENSE	  	BANDA EL RECODO	  	9/17/2004	  	9/21/2004	  	SR 361-807	
					
CORAZON HERIDO	  	LILIANA	  	11/30/2005	  	12/2/2005	  	SR 364-117	
					
MAXX MIXES POP	  	VARIOUS ARTISTS	  	11/30/2005	  	12/2/2005	  	SR 364-118	
					
JUNTOS…..GRANDES DUETOS	  	VARIOUS ARTISTS	  	6/28/2005	  	8/16/2005	  	SR 372-209	
 
20

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
NUEVA ERA	  	KALIMEN	  	8/5/2005	  	8/16/2005	  	SR 372-210	
					
 MIRADA DE AMOR	  	LOS BONDADOSOS	  	7/27/2005	  	8/16/2005	  	SR 372-237	
					
BOHEMIOS y APASIONADOS	  	LOS DIAMANTES DE OJINAGA	  	???	  	8/16/2005	  	SR 372-238	
					
HISTORIAS DE AMOR	  	VARIOUS ARTISTS	  	7/28/2005	  	8/16/2005	  	SR 372-239	
					
TAL Y COMO SOMOS	  	LOS ELEGIDOS	  	7/28/2005	  	8/16/2005	  	SR 372-240	
					
20 NORTEÑAS INMORTALES	  	VARIOUS ARTISTS	  	6/28/2005	  	8/16/2005	  	SR 372-241	
					
APOCO TE AGUITAS	  	LOS ZULTANNES DEL NORTE	  	8/5/2005	  	8/16/2005	  	SR 372-242	
					
20 ALACRANAZOS	  	VARIOUS ARTISTS	  	7/28/2005	  	8/16/2005	  	SR 372-243	
					
BACHATAZOS DEL SIGLO	  	VARIOUS ARTISTS	  	6/28/2005	  	8/16/2005	  	SR 372-244	
					
PURO DURANGO COMPA	  	LA TROMBA DURANGUENSE DE LALO RODARTE	  	8/5/2005	  	8/16/2005	  	SR 372-250	
					
PARRANDA BAILABLE	  	VARIOUS ARTISTS	  	6/28/2005	  	6/16/2005	  	SR 372-251	
					
LOS MEGARTISTAS DEL AÑO 2005	  	VARIOUS ARTISTS	  	7/28/2005	  	8/16/2005	  	SR 372-252	
					
20 CUMBIAS CON SAX	  	VARIOUS ARTISTS	  	6/28/2005	  	8/16/2005	  	SR 372-253	
					
UN SUEÑO DE TANTOS	  	CORDERO	  	8/5/2005	  	8/16/2005	  	SR 372-254	
					
VAMONOS PA’L NORTE	  	LOS PUMAS DEL NORTE	  	6/28/2005	  	8/4/2005	  	SR 372-373	
					
LOCA DE AMAR	  	ANA BARBARA	  	6/28/2005	  	8/1/2005	  	SR 372-445	
					
RITMO, CALOR Y SENTIMIENTO	  	DESTRAMPADOS	  	6/28/2005	  	8/4/2005	  	SR 372-447	
					
NACE UNA NUEVA LUZ	  	LUZ DEL NORTE	  	6/28/2005	  	8/4/2005	  	SR 372448	
					
KIOSKO PA’ MIS COMPAS	  	EDGAR AGUILAR ‘EL NARQUILLO’	  	6/28/2005	  	8/4/2005	  	SR 372-449	
					
ROMPIENDO BARRERAS	  	BANDOLEROS DE DURANGO	  	6/28/2005	  	8/1/2005	  	SR 372-454	
					
PA’L BAILE	  	LOS INDOMABLES	  	6/25/2005	  	8/1/2005	  	SR 372-459	
					
NORTENOS POR SIEMPRE	  	NORTEÑOS DE OJINAGA	  	6/28/2005	  	8/4/2005	  	SR 372-460	
					
INCONQUISTABLE	  	ARMIDA	  	6/28/2005	  	8/4/2005	  	SR 372-461	
					
EL HOMBRE DEL VOZARRON	  	DON CHETO	  	6/28/2005	  	8/4/2005	  	SR 372-462	
					
A UN GRAN AMIGO JAVIER SOLIS	  	VARIOUS ARTISTS	  	6/28/2005	  	8/4/2005	  	SR 372-463	
					
OLFATO FEMENINO	  	AROMA	  	6/28/2005	  	8/1/2005	  	SR 372-464	
					
CANCIONERO MUSICAL-GRUPERAS PARA TI	  	VARIOUS ARTISTS	  	6/28/2005	  	8/3/2005	  	SR 372-532	
					
CANCIONERO MUSICAL-DURANGUENSE CON AMOR	  	VARIOUS ARTISTS	  	6/28/2005	  	8/3/2005	  	SR 372-546	
 
21

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
CANCIONERO MUSICAL-DURANGUENSE	  	VARIOUS ARTISTS	  	6/28/2005	  	8/3/2005	  	SR 372-547	
					
CANCIONERO MUSICAL-POP+COÑAC=AMOR	  	VARIOUS ARTISTS	  	6/28/2005	  	8/3/2005	  	SR 372-549	
					
BLACK JACK NORTEÑO	  	VARIOUS ARTISTS	  	6/28/2005	  	8/16/2005	  	SR 372-618	
					
MIRADA DE AMOR	  	MANDINGO	  	6/25/2005	  	7/29/2005	  	SR 373-561	
					
CANCIONERO MUSICAL- GRUPERAS I	  	VARIOUS ARTISTS	  	6/28/2005	  	7/29/2005	  	SR 373-631	
					
NUBE PASAJERA	  	LA MAFIA	  	6/28/2005	  	7/29/2005	  	SR 373-641	
					
DESFIANDO AL AMOR	  	BRISEYDA Y LOS MUCHACHOS	  	6/28/2005	  	7/29/2005	  	SR 373-642	
					
SOBRE LOS RIELES	  	LOS RIELEROS DEL NORTE	  	6/28/2005	  	7/29/2005	  	SR 373-643	
					
SIEMPRE TE AMARE	  	PRISCILA Y SUS BALAS DE PLATA	  	6/28/2005	  	7/29/2005	  	SR 373-644	
					
ORGULLOSAMENTE POBLANOS	  	GRUPO LOS CORTES	  	6/28/2005	  	7/29/2005	  	SR 373-645	
					
TODO UN TIRO MUSICAL	  	ESCUADRA 45	  	6/28/2005	  	7/29/2005	  	SR 373-646	
					
LOS AMOS Y SENORES-LOS CORRIDOS MAS PERRONES	  	GRUPO EXTERMNADOR	  	6/28/2005	  	7/29/2005	  	SR 373-647	
					
PARA ALGUIEN ESPECIAL	  	LOS GREY’S	  	6/28/2005	  	7/29/2005	  	SR 373-648	
					
DE ALMOLOYA PARA EL MUNDO	  	TONY EL TEJANO	  	6/28/2005	  	7/29/2005	  	SR 373-652	
					
LA VIUDITA	  	ORGANIZACION ACAPULCO	  	6/28/2005	  	7/29/2005	  	SR 373-653	
					
RITMO Y SENTIMIENTO	  	LOS ACOSTA	  	6/28/2005	  	8/1/2005	  	SR 373-705	
					
SECRETOS NORTENOS	  	LA TRADICION DEL NORTE	  	6/28/2005	  	8/4/2005	  	SR 373-710	
					
ACOMPAÑANOS	  	LOS INVASORES DE NUEVO LEON	  	6/28/2005	  	8/4/2005	  	SR 373-713	
					
Y NADA MAS	  	RELAMPAGO	  	6/28/2005	  	8/4/2005	  	SR 373-714	
					
CANCIONERO MUSICAL-GRUPERAS II	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 373-725	
					
CANCIONERO MUSICAL- POP	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 373-726	
					
CANCIONERO MUSICAL- BANDA	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 373-727	
					
EXITOS DE COLECCION	  	LOS BONDADOSOS	  	6/28/2005	  	8/1/2005	  	SR 373-731	
					
20 VIEJAS TROPICALES….MUY BUENAS	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 373-736	
					
HISTORIA DE LA BANDA	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 373-737	
					
CONTINUAMOS	  	PUNTO Y APARTE	  	6/28/2005	  	8/4/2005	  	SR 373-743	
BUSCANDO UN AMOR	  	RAMON AYALA Y SUS BRAVOS DEL NORTE Y LOS INVASORES DE NUEVO LEON	  	6/28/2005	  	8/3/2005	  	SR 373-748	
					
100% PA’L TERRE	  	LOBO NEGRO	  	6/28/2005	  	8/4/2005	  	SR 373-749	
 
22

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PA’ MIS VALIS DE TIERRA CALIENTE	  	LA NOBLEZA DE AQUILILLA	  	6/26/2005	  	8/4/2005	  	SR 373-750	
					
SEGUIMOS POR LA MISMA CALLE	  	LOS BARON DE APODACA	  	6/28/2005	  	8/4/2005	  	SR 373-751	
					
PARA RATO	  	CARLOS Y JOSE	  	6/27/2005	  	8/1/2005	  	SR 373-760	
					
VIENTO EN POPA	  	LOS MARINEROS DEL NORTE	  	6/28/2005	  	8/1/2005	  	SR 374-285	
					
DESDE SANTIAGO PAPASQUIARO	  	LOS BONDADOSOS	  	6/28/2005	  	8/1/2005	  	SR 374-287	
					
QUISIERA SER	  	MIGUEL Y MIGUEL	  	6/28/2005	  	8/1/2005	  	SR 374-288	
					
10 CAPOTAZOS A LO DURANGUENSE	  	TOREROS MUSICAL	  	6/28/2005	  	8/1/2005	  	SR 374-300	
					
MADRECITA MIA	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 374-304	
					
BALADAS PARA SIEMPRE	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 374-305	
					
MEMORIAS…LOS GRANDES GRUPOS	  	VARIOUS ARTISTS	  	6/28/2005	  	8/1/2005	  	SR 374-306	
					
NUESTRAS CONSENTIDAS	  	LOS HUMILDES HERMANOS AYALA	  	6/28/2005	  	8/1/2005	  	SR 374-307	
					
ENTRE PUROS LOBOS	  	EL LOBITO DE SINALOA	  	6/28/2005	  	8/1/2005	  	SR 374-312	
					
CUMBIAS CON SABOR	  	MOJADO Y TIGRILLOS	  	6/28/2005	  	8/1/2005	  	SR 374-313	
					
HOY COMO AYER	  	CONJUNTO PRIMAVERA	  	6/28/2005	  	8/1/2005	  	SR 374-315	
					
BOLEROS CON AMORE	  	LOS TRIOS	  	6/28/2005	  	8/1/2005	  	SR 374-319	
					
ENTREGATE	  	ZAINO	  	6/28/2005	  	8/1/2005	  	SR 374-320	
					
LO APRENDI DE TI	  	LALO MORA	  	6/28/2005	  	8/1/2005	  	SR 374-321	
					
SOBREVIVIRE	  	PRISCILA Y SUS BALAS DE PLATA	  	6/28/2005	  	8/1/2005	  	SR 374-322	
					
A TODO RITMO	  	LOS GREY’S	  	6/28/2005	  	8/1/2005	  	SR 374-323	
					
HASTA QUE DIGAS MI NOMBRE	  	EDGARDO MONSERRAT	  	6/28/2005	  	8/1/2005	  	SR 374-324	
					
INFIERNO A LA GLORIA	  	LOCURA TERMINAL	  	6/28/2005	  	8/1/2005	  	SR 374-325	
					
AMIGA MIA	  	AROMA	  	11/30/2005 SR	  	12/2/2005	  	SR 375-064	
					
NAVIDAD ENTRE AMIGOS	  	VARIOUS ARTISTS	  	11/10/2005 SR	  	11/14/2005	  	SR 375-066	
					
RAICES 100% DURANGUENSES	  	MASTER SHOW DE DURANGO	  	10/19/2005	  	10/24/2005	  	SR 375-143	
					
LOS TRES MOSQUETEROS	  	DE VUELTA POR PRIMERA VEZ	  	10/19/2005	  	10/24/2005	  	SR 375-144	
					
DIRECTO AL CORAZON	  	LOS TIGRES DEL NORTE	  	10/19/2005 SR	  	10/24/2005	  	SR 375-145	
					
El COLOR DEL DINERO	  	YAMIL	  	10/19/2005	  	10/24/2005	  	SR 375-146	
					
PURO ESCANDALO	  	CROOKED STILO	  	10/19/2005	  	10/24/2005	  	SR 375-147	
 
23

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
LOS REYES DEL BAILE	  	VARIOUS ARTISTS	  	10/19/2005	  	10/24/2005	  	SR 375-148	
					
MUJERES Y BOTELLAS	  	BANDA ZORRO	  	10/19/2005	  	10/24/2005	  	SR 375-149	
					
RENACIMIENTO DE DURANGO	  	RENACIMIENTO DE DURANGO	  	10/19/2005	  	10/24/2005	  	SR 375-150	
					
TATUAJES	  	DAVID ROLAS	  	10/19/2005	  	10/24/2005	  	SR 375-156	
					
LAS MAS PEDIDAS	  	LOS TIGRES DEL NORTE	  	11/14/2005 SR	  	11/25/2005	  	SR 375-210	
					
LO MEJOR DEL SAX	  	ADOLFO URIAS Y SU LOBO NORTEÑO & NORTEÑOS DE OJINAGA	  	12/5/2005	  	12/7/2005	  	SR 375-270	
					
DE TIERRA CALIENTE A DURANGO	  	NOBLEZA DE AGUILILLA & BANDA LAMENTO SHOW	  	12/5/2005	  	12/7/2005	  	SR 375-271	
					
LOS MEGARTISTAS DEL AÑO 2005	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 375-272	
					
MAXX MIXES BANDA/NORTEÑO	  	VARIOUS ARTISTS	  	12/5/2005	  	12/7/2005	  	SR 375-273	
					
SUBIENDO LA ADRENALINA	  	FALO	  	11/23/2005	  	11/29/2005	  	SR 375-274	
					
20 EXITOS CON HISTORIA	  	LOS REHENES	  	11/23/2005 SR	  	11/29/2005	  	SR 375-284	
					
LOS IDOLOS DE SIEMPRE	  	LOS BUKIS	  	11/23/2005	  	11/29/2005	  	SR 375-285	
					
LOS 4 GRANDES	  	VARIOUS ARTISTS	  	11/23/2005	  	11/29/2005	  	SR 375-286	
					
PURA TRADICION NORTEÑA	  	CARLOS Y JOSE & LUIS Y JULIAN	  	12/5/2005	  	12/7/2005	  	SR 375-287	
					
RIVALIDADES ENCONTRADAS	  	DINORA Y LA JUVENTUD & PRISCILA Y SUS PLATA	  	12/5/2005	  	12/7/2005	  	SR 375-288	
					
MUY ENAMORADOS	  	BRISEYDA Y LOS MUCHACHOS & INDUSTRIA DEL AMOR	  	12/5/2005	  	12/7/2005	  	SR 375-289	
					
LA MOVIDA ES DURANGUENSE	  	LOS GREY’S	  	11/30/2005	  	12/2/2005	  	SR 375-311	
					
SANGRE CALIENTE	  	ARMADILLOS DEL NORTE	  	11/30/2005	  	12/2/2005	  	SR 375-312	
					
20 EXITOS PARA RECORDAR	  	LOS YONIC’S	  	11/30/2005	  	12/2/2005	  	SR 375-313	
2 EN 1	  	LOS RIELEROS DEL NORTE	  	11/30/2005	  	12/2/2005	  	SR 375-314	
					
RABO Y OREJAS A LO DURANGUENSE	  	TOREROS MUSICAL	  	11/30/2005	  	12/2/2005	  	SR 375-320	
					
LA ONDA RETRO	  	LOS CAPI	  	10/19/2005	  	10/21/2005	  	SR 375-741	
					
PURAS RANCHERAS QUE DUELEN	  	BANDA LAGUERA	  	10/19/2005	  	10/21/2005	  	SR 375-742	
					
SABOR DE OLVIDO	  	ORO NORTEÑO	  	10/19/2005	  	10/21/2005	  	SR 375-743	
 
24

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
Y QUE EL MUNDO RUEDE	  	LOS PIELEROS DEL NORTE	  	10/19/2005 SR	  	10/21/2005	  	SR 375-744	
					
TE HE PROMETIDO	  	IMPACTO DE DURANGO	  	10/19/2005	  	10/21/2005	  	SR 375-745	
					
POR SIEMPRE	  	LAS JILGUERILLAS	  	10/19/2005	  	10/21/2005	  	SR 375-753	
					
20 KILATES NORTEÑOS	  	ORO NORTEÑO	  	10/19/2005 SR	  	10/21/2005	  	SR 375-754	
					
HISTORIA GRUPERA-20 INOLVIDABLES	  	VARIOUS ARTISTS	  	10/19/2005	  	10/21/2005	  	SR 375-755	
					
LA MEJOR JUGADA NORTEÑA	  	VARIOUS ARTISTS	  	10/19/2005 SR	  	10/21/2005	  	SR 375-756	
					
COMO SIEMPRE	  	GUAYACAN ORQUESTA	  	10/19/2005	  	10/21/2005	  	SR 375-757	
					
SENTIMIENTO RANCHERO	  	YESENIA FLORES	  	10/19/2005	  	10/21/2005	  	SR 375-873	
					
IMCOMPARABLES	  	ORO NORTEÑO	  	10/19/2005	  	10/21/2005	  	SR 375-875	
					
DE SAX EN SAX-20 DE COLECCION	  	VARIOUS ARTISTS	  	10/19/2005	  	10/21/2005	  	SR 375-876	
					
LO MAS AUTENTICO DEL REGGAETON	  	SIN RETORNO	  	10/19/2005	  	10/21/2005	  	SR 375-887	
					
BOQUITA COLORADA	  	ORO NORTEÑO	  	10/19/2005	  	10/21/2005	  	SR 375-888	
					
NO TE EQUIVOQUES	  	NO MANCHES	  	10/19/2005	  	10/21/2005	  	SR 375-889	
					
POR EXCELENCIA	  	CHELO	  	10/19/2005	  	10/21/2005	  	SR 375-900	
					
A MAS NO PODER	  	MIGUEL Y MIGUEL	  	6/27/2005	  	8/1/2005	  	SR 376-708	
					
COMMUNICATION	  	LOS CAPI	  	10/19/2005	  	10/24/2005	  	SR 376-841	
					
TRIBUTO A LOS CADETES DE LINARES	  	DINASTIA NORTEÑA	  	11/10/2005 SR	  	11/14/2005	  	SR 377-585	
					
UN SUEÑO COMPARTIDO	  	VARIOUS ARTISTS	  	11/14/2005	  	11/25/2005	  	SR 378-071	
					
PARRANDA NORTEÑA	  	GORRION NORTEÑO	  	11/14/2005	  	11/25/2005	  	SR 378-072	
					
NORTEÑOS DE CORAZON	  	REVANCHA NORTEÑA	  	11/14/2005	  	11/25/2005	  	SR 378-073	
					
2907	  	AMISTAD	  	11/14/2005	  	11/25/2005	  	SR 378-074	
					
ADIOS Y ENGAÑO	  	LOS INTERNACIONALES DE DURANGO	  	11/14/2005	  	11/25/2005	  	SR 378-075	
					
20 CHICANAS A MORIR	  	LOS BARON DE APODACA	  	11/14/2005	  	11/25/2005	  	SR 378-076	
					
LLEVETELA CALMADON	  	MARTINCILLO VIZCARRA	  	11/14/2005	  	11/25/2005	  	SR 378-084	
					
NUESTROS PRIMEROS EXITOS	  	PATRULLA 81	  	12/9/2005	  	12/12/2005	  	SR 378-199	
					
MEXICO EN LA SANGRE-MICHOACAN	  	VARIOUS ARTISTS	  	12/09/2005 SR	  	12/12/2005	  	SR 378-551	
 
25

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
MEXICO EN LA SANGRE-ZACATECAS	  	VARIOUS ARTISTS	  	12/09/2005 SR	  	12/12/2005	  	SR 378-552	
					
MEXICO EN LA SANGRE-DURANGO	  	VARIOUS ARTISTS	  	12/09/2005 SR	  	12/12/2005	  	SR 378-563	
					
MEXICO EN LA SANGRE-JALISCO	  	VARIOUS ARTISTS	  	12/09/2005 SR	  	12/12/2005	  	SR 378-554	
					
30 RECUERDOS	  	NORTEÑOS DE OJINAGA	  	1/10/2006	  	1/11/2006	  	SR 378-736	
					
DE VUELTA A LA VIDA	  	LOS REHENES	  	1/10/2006	  	1/12/2006	  	SR 378-760	
					
2 EN 1	  	ANA BARBARA	  	2/6/2006	  	2/23/2006	  	SR 378-850	
					
SIEMPRE	  	MANDINGO	  	11/10/2005	  	11/14/2005	  	SR 379-163	
					
GRUPO LA FLAMA	  	SIN ELLA	  	11/10/2005	  	11/14/2005	  	SR 379-164	
					
OJITOS DE GOLONDRINA	  	CRISTALEROS DEL SUR	  	11/10/2005	  	11/14/2005	  	SR 379-165	
					
MEXICO EN LA SANGRE - CHIHUAHUA	  	VARIOUS ARTISTS	  	3/20/2006	  	3/23/2006	  	SR 379-968	
					
TODO DE MI	  	ROGELIO MARTINEZ	  	11/7/2005 SR	  	11/10/2005	  	SR 379-969	
					
POSITIVO	  	AXE BAHIA	  	3/8/2006 SR	  	3/10/2006	  	SR 379-970	
					
AMOR A LA MEXICANA	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-973	
					
MAS ALLA DEL BIEN Y DEL MAL	  	EL TRI	  	3/20/2006	  	3/23/2006	  	SR 379-974	
					
EN VIVO DESDE CHIHUAHUA	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-975	
					
LOS 90’S A LO DURANGUENSE	  	BANDA LAMENTO SHOW	  	3/20/2006	  	3/23/2006	  	SR 379-976	
					
20 CARTAS NORTEÑAS	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-977	
					
REGGAETON MEGA MIX	  	VARIOUS ARTISTS	  	3/20/2006 SR	  	3/23/2006	  	SR 379-981	
					
PARA TI CON AMOR	  	LALO RODARTE	  	11/10/2005	  	11/14/2005	  	SR 380-231	
					
MUCHO MAS POR VIVIR	  	SHEILA	  	11/10/2005	  	11/14/2005	  	SR 380-232	
					
ARRASANDO A LO DURANGUENSE	  	BANDA LAMENTO SHOW DE DURANGO	  	12/6/2005	  	12/9/2005	  	SR 380-376	
					
2 EN 1	  	BANDA EL RECODO	  	11/30/2005	  	12/2/2005	  	SR 380-581	
					
20 CORRIDOS POR TRADICION	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 380-769	
					
30 RECUERDOS	  	ORO NORTEÑO	  	3/8/2006 SR	  	3/10/2006	  	SR 380-770	
					
UN PASO MAS	  	CLAVE NORTEÑA	  	3/8/2006	  	3/10/2006	  	SR 380-771	
					
CON SENTIMIENTO DURANGUENSE	  	SALAZAR BAND	  	3/8/2006	  	3/10/2006	  	SR 380-774	
					
DE CHICAGO PARA EL MUNDO	  	DESTRAMPADOS	  	3/8/2006	  	3/10/2006	  	SR 380-777	
					
ALGO DE MI	  	CONJUNTO PRIMAVERA	  	3/8/2006	  	3/10/2006	  	SR 380-786	
 
26

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PURAS RANCHERAS	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 380-787	
					
NO MAS A TI TE PERMITO	  	EL RETO	  	3/8/2006	  	3/10/2006	  	SR 380-788	
					
30 RECUERDOS	  	BANDA ZORRO	  	3/8/2006 SR	  	3/10/2006	  	SR 380-789	
					
Y SIGUE LA FURIA	  	LOS CHICOS BANDA Y CON FURIA	  	3/8/2006	  	3/10/2006	  	SR 380-790	
					
DUETOS DEL RECUERDO	  	VARIOUS ARTISTS	  	12/9/2005	  	12/12/2005	  	SR 380-841	
					
MUEVELO Y GOZALO	  	FA-Z-4	  	12/9/2005	  	12/12/2005	  	SR 380-843	
					
PARA SIEMPRE	  	ROBERTO VERDUZCO	  	12/9/2005	  	12/12/2005	  	SR 380-844	
					
20 NORTEÑAS FAMOSAS	  	LOS TIGRES DEL NORTE	  	10/19/2005 SR	  	10/21/2005	  	SR 380-994	
					
EL REGRESO	  	LOS PLEBEYOS	  	10/31/2005	  	11/4/2005	  	SR 381-227	
					
YA LO SE	  	YESENIA FLORES	  	10/31/2005	  	11/4/2005	  	SR 381-229	
					
PAPEL DE PLATA	  	LOS LLAYAS	  	10/31/2005	  	11/4/2005	  	SR 381-230	
					
DESDE ZACATECAS	  	LOS REHENES	  	10/31/2005	  	11/4/2005	  	SR 381-231	
					
TROPI MIX	  	LOS REHENES	  	10/31/2005	  	11/4/2005	  	SR 381-232	
					
BELLA SILUETA	  	LOS GREY’S	  	10/31/2005	  	11/4/2005	  	SR 381-233	
					
20 EXITOS DE PELOS	  	BANDA PELILLOS	  	10/31/2005 SR	  	11/4/2005	  	SR 381-241	
					
PARA TU CORAZON	  	LOS REHENES	  	10/31/2005	  	11/4/2005	  	SR 381-242	
					
15 GRANDES EXITOS	  	EL GRUPO PEGASSO DEL POLLO ESTEVAN	  	10/31/2005	  	11/4/2005	  	SR 381-243	
					
RECORDANDO LOS TERRICOLAS	  	MICHAEL STEVAN	  	1/10/2006	  	1/12/2006	  	SR 382-261	
					
30 RECUERDOS	  	LOS REHENES	  	1/10/2006	  	1/12/2006	  	SR 382-274	
					
30 RECUERDOS	  	LOS PLEBEYOS	  	1/10/2006	  	1/11/2006	  	SR 382-282	
					
30 RECUERDOS	  	CARLOS Y JOSE	  	1/10/2006	  	1/11/2006	  	SR 382-284	
					
30 RECUERDOS	  	LOS GREY’S	  	1/10/2006	  	1/11/2006	  	SR 382-285	
					
IGUAL AL AMOR	  	GRUPO EXTERMINADOR & LOS TIRANOS DEL NORTE	  	12/05/2005 SR	  	12/7/2005	  	SR 382-408	
					
JUGO DE HITS	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 382-409	
					
UNA DECADA DE EXITOS-LO MEJOR DE BANDA Y NORTEÑO	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2007	  	SR 382-410	
					
ESTO ES AMOR	  	YOLANDA PEREZ	  	12/05/2005 SR	  	12/7/2005	  	SR 382-605	
					
PREMIO LO NUESTRO 2005	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 382-606	
					
GUERRA DE BANDAS-SINALOA V. ZACATECAS	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/8/2005	  	SR 382-607	
					
MENSAJERO DE AMOR	  	RABITO	  	12/05/2005 SR	  	12/8/2005	  	SR 382-608	
					
NUESTRA TRADICION LA CHARRERIA	  	EZEQUIEL PEÑA	  	12/05/2005 SR	  	12/7/2005	  	SR 382-609	
					
UNA DECADA DE EXITOS-POP	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 382-610	
					
BILLETE VERDE (EXPLICIT)	  	BANDA JEREZ	  	12/05/2005 SR	  	12/7/2005	  	SR 382-611	
					
AQUI ME TIENES	  	YOLANDA PEREZ	  	12/05/2005 SR	  	12/7/2005	  	SR 382-612	
					
LLEVAME CONTIGO	  	JUAN TAVARES	  	12/05/2005 SR	  	12/7/2005	  	SR 382-613	
					
DEJANDO HUELLA II	  	CONJUNTO PRIMAVERA	  	12/05/2005 SR	  	12/7/2005	  	SR 382-614	
					
HAY AMOR	  	BANDA EL RECODO	  	12/05/2005 SR	  	12/7/2005	  	SR 382-615	
					
LA HISTORIA CONTINUA II	  	MARCO ANTONIO SOLIS	  	12/05/2005 SR	  	12/7/2005	  	SR 382-616	
					
EN VIVO-30 ANIVERSARIO	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	12/05/2005 SR	  	12/7/2005	  	SR 382-617	
 
27

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
SI TE PERDIERA	  	INDUSTRIA DEL AMOR	  	12/05/2005 SR	  	12/7/2005	  	SR 382-618	
LO MEJOR DE NOSOTROS	  	LOS BUKIS	  	12/05/2005 SR	  	12/7/2005	  	SR 382-619	
SOLO EXITOS DURANGUENSES	  	VARIOUS ARTISTS	  	1/10/2006 SR	  	1/12/2006	  	SR 382-620	
SUEÑO DE AMOR	  	LOS TEMERARIOS	  	1/10/2006 SR	  	1/12/2006	  	SR 382-621	
AMOR DE TELENOVELAS	  	VARIOUS ARTISTS	  	11/10/2005 SR	  	11/14/2005	  	SR 382-622	
RETRASALO	  	CROOKED STILO	  	11/10/2005 SR	  	11/14/2005	  	SR 382-623	
PARRANDERA, REBELDE Y ATREVIDA	  	JENNI RIVERA	  	11/10/2005 SR	  	11/14/2005	  	SR 382-624	
QUE BARBAROS	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	11/10/2005 SR	  	11/14/2005	  	SR 382-625	
NUESTRAS CONSENTIDAS	  	SPARX	  	11/10/2005 SR	  	11/14/2005	  	SR 382-626	
LA GORDA LINDA	  	ARTHUR HANLON	  	11/10/2005 SR	  	11/14/2005	  	SR 382-627	
CUANDO TE ENAMORAS	  	LOS ANGELES DE CHARLY	  	11/10/2005 SR	  	11/14/2005	  	SR 382-628	
NUESTRO PESO EN ORO	  	ORO NORTEÑO	  	1/10/2006 SR	  	1/12/2006	  	SR 382-639	
15 GRANDES TEMAS CON AMOR	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	1/10/2006 SR	  	1/12/2006	  	SR 382-640	
CRONICA DE DOS GRANDES	  	BRONCO Y LOS BUKIS	  	1/10/06 SR	  	1/12/2006	  	SR 382-642	
DIAMANTES DE COLECCION VOL. 2	  	VARIOUS ARTISTS	  	1/10/2006 SR	  	1/12/2006	  	SR 382-643	
SENTIMIENTOS DE MUJER	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-666	
CONFESIONES	  	ANA BARBARA & JENNIFER PEÑA	  	12/05/2005 SR	  	12/8/2005	  	SR 382-667	
SENTIMIENTO MUSICAL A MI MADRE	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-668	
POZOÑA MUSICAL	  	BANDA LAMENTO SHOW DE DURANGO	  	12/06/2005 SR	  	12/9/2005	  	SR 382-669	
PA’ LOS COMPAS DE CANTINA	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-670	
GREATEST HITS	  	LOS ANGELES DE CHARLY & AROMA	  	12/05/2005 SR	  	12/8/2005	  	SR 382-671	
20 ADICTOS AL AMOR	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-672	
QUE ME SIGA LA BANDA	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-674	
4X4 PA’ MI TROCA	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-675	
LEGADO NORTEÑO-CORRIDOS	  	LOS HURACANES DEL NORTE	  	12/06/2005 SR	  	12/9/2005	  	SR 382-676	
CUMBIAS Y ALGO MAS	  	LOS TIGRES DEL NORTE	  	11/30/2005 SR	  	12/2/2005	  	SR 382-677	
SOLO PARA TI	  	VARIOUS ARTISTS	  	11/10/2005 SR	  	11/14/2005	  	SR 382-678	
UNA DECADA DE EXITOS GRUPERO	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/8/2005	  	SR 382-679	
UNA DECADA DE EXITOS CON BANDA	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/8/2005	  	SR 382-680	
EL DE NAYARIT	  	EZEQUIEL PEÑA	  	12/05/2005 SR	  	12/7/2005	  	SR 382-696	
REGALO DE AMOR	  	LOS TEMERARIOS	  	12/05/2005 SR	  	12/7/2005	  	SR 382-697	
HOMENAJE GRUPERO AL MARIACHI	  	VARIOUS ARTISTS	  	12/06/2005 SR	  	12/9/2005	  	SR 382-975	
AUTENTIKO	  	AUTENTIKO	  	11/10/2005	  	1/14/2005	  	SR 383-089	
20 EXITOS	  	BANDA PELILLOS	  	3/8/2006 SR	  	3/10/2006	  	SR 383-141	
15 AUTENTICOS ALACRANAZOS	  	BANDA LAMENTO SHOW	  	1/10/2006 SR	  	1/12/2006	  	SR 383-203	
					
GREATEST HITS	  	NOELIA	  	11/30/2005 SR	  	12/2/2005	  	SR 383-208	
EN VIVO DESDE HOLLYWOOD	  	JENNI RIVERA	  	5/22/2006 SR	  	5/26/2006	  	SR 383-245	
DESDE LA HUASTECA POTOSINA	  	LOS GREY’S & LOS ACOSTA	  	6/5/2006 SR	  	6/8/2006	  	SR 383-247	
LA NOCHE QUE MURIO CHICAGO	  	BANDA LAMENTO SHOW DE DURANGO	  	6/5/2006 SR	  	6/8/2006	  	SR 383-248	
MILES DE VOCES EN VIVO	  	CONJUNTO PRIMAVERA	  	6/5/2006 SR	  	6/8/2006	  	SR 383-253	
DE SAX EN SAX	  	VARIOUS ARTISTS	  	6/5/2006 SR	  	6/8/2006	  	SR 383-257	
VOLVERE	  	PROFUGOS DE CHICAGO	  	2/21/2006	  	2/27/2006	  	SR 383-461	
2 EN 1	  	BRONCO	  	2/21/2006 SR	  	2/27/2006	  	SR 383-462	
LLEGO EL AMOR	  	MOJADO	  	2/21/2006 SR	  	2/27/2006	  	SR 383-463	
2 EN 1	  	GRUPO EXTERMINADOR	  	2/21/2006 SR	  	2/27/2006	  	SR 383-464	
MAXX MIXES GRUPERO	  	VARIOUS ARTISTS	  	2/25/2006	  	2/27/2006	  	SR 383-469	
DESPUES DE TANTO	  	MASTER SHOW DE DURANGO	  	2/21/2006	  	2/27/2006	  	SR 383-470	
2 EN 1	  	CONJUNTO PRIMAVERA	  	2/21/2006 SR	  	2/27/2006	  	SR 383-471	
SAXEFONEANDO	  	VARIOUS ARTISTS	  	2/23/2006	  	2/27/2006	  	SR 383-482	
MAXX MIXES HIP HOP & REGGAETON	  	VARIOUS ARTISTS	  	2/25/2006	  	2/27/2006	  	SR 383-483	
 
28

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
ESCORPIONES	  	VARIOUS ARTISTS	  	2/23/2006	  	2/27/2006	  	SR 383-484	
TRIBUTO A LOS GRANDES DE PUERTO RICO	  	MICHAEL STEVAN	  	2/21/2006	  	2/27/2006	  	SR 383-485	
EL DESORDEN MR. GOLDY	  	VARIOUS ARTISTS	  	2/21/2006 SR	  	2/27/2006	  	SR 383-486	
2 EN 1	  	EZEQUIEL PEÑA	  	2/21/2006 SR	  	2/27/2006	  	SR 383-487	
VARIOUS	  	MAXX MIXES DURANGUENSE	  	2/21/2006 SR	  	2/27/2006	  	SR 383-488	
DIAMANTES DE COLECCION	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 383-627	
MUSICA URBANA	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 383-628	
EN CONCIERTO	  	LOS RIELEROS DEL NORTE	  	12/05/2005 SR	  	12/7/2005	  	SR 383-632	
EL HIJO DE MEXICO	  	GRUPO EXTERMINDOR	  	12/05/2005 SR	  	12/7/2005	  	SR 383-633	
TU DELIRIO	  	ROGELIO MARTINEZ	  	12/05/2005 SR	  	12/7/2005	  	SR 383-634	
EN VIVO	  	BANDA EL RECODO	  	12/05/2005 SR	  	12/7/2005	  	SR 383-635	
LLEGANDO A LA CIMA	  	LOS REMIS	  	3/8/2006	  	3/10/2006	  	SR 384-289	
30 RECUERDOS	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 384-824	
COMBATE DURANGUENSE	  	GRUPO COMANDO	  	3/8/2006	  	3/10/2006	  	SR 384-825	
PURO VENENO A LO DURANGUENSE	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 384-826	
30 RECUERDOS	  	DINASTIA NORTEÑA	  	3/8/2006 SR	  	3/10/2006	  	SR 384-827	
30 RECUERDOS	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 384-886	
30 RECUERDOS	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 384-887	
RAZON DE SOBRA	  	MARCO ANTONIO SOLIS	  	11/7/2005	  	11/10/2005	  	SR 385-032	
2 EN 1	  	ROGELIO MARTINEZ	  	7/11/2006 SR	  	7/13/2006	  	SR 385-228	
SOY DE TIERRA CALIENTE	  	DONATO TIRADO Y LOS CHEDDY’S	  	7/11/2006 SR	  	7/13/2006	  	SR 385-229	
2 EN 1	  	CRISTIAN	  	7/11/2006 SR	  	7/13/2006	  	SR 385-230	
ALBORADA DE EXITOS	  	LUCERO	  	5/15/2006 SR	  	7/13/2006	  	SR 385-231	
DUELO DE ACORDEON Y SAX	  	GRUPO EXTERMINADOR & ADOLFO URIAS Y SU LOBO NORTEÑO	  	7/11/2006 SR	  	7/13/2006	  	SR 385-233	
5 CORAZONES LE CANTAN AL AMOR	  	VARIOUS ARTISTS	  	7/19/2006 SR	  	7/24/2006	  	SR 385-241	
2 EN 1	  	ORO NORTEÑO	  	7/19/2006 SR	  	7/24/2006	  	SR 385-244	
2 EN 1	  	TIRANOS DEL NORTE	  	7/19/2006 SR	  	7/24/2006	  	SR 385-245	
LA IGUANA FEA	  	REYNALDOS DE LA SIERRA	  	7/11/2006	  	7/13/2006	  	SR 385-271	
LOS CONSENTIDOS	  	LOS CONSENTIDOS	  	7/11/2006	  	7/13/2006	  	SR 385-274	
EL REY DE TIERRA CALIENTE	  	EL CEJAS Y SU BANDA FUEGO	  	7/11/2006	  	7/13/2006	  	SR 385-275	
					
A MI MEXICO QUERIDO	  	LORENZO MENDEZ	  	7/11/2006	  	7/13/2006	  	SR 385-276	
					
EL NOBLE	  	EL NOBLE	  	7/11/2006	  	7/13/2006	  	SR 385-277	
 
29

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PREMIO LO NUESTRO A LA MUSICA LATINA 2006	  	VARIOUS ARTISTS	  	02/21/2006 SR	  	3/23/2006	  	SR 385-456	
					
EL MERO RIELEROS	  	LOS RIELES DEL PRIMO MANOLO	  	11/23/2005	  	11/28/2005	  	SR 385-962	
					
PURITITO TERRE MI RAZA	  	BANDA LAMENTO SHOW & ALACRANES MUSICAL	  	11/23/2005	  	11/28/2005	  	SR 385-963	
					
SE ESCUCHAN MUY ROMANTICOS	  	LOS GREY’S & LOS REHENES	  	11/23/2005	  	11/28/2005	  	SR 385-964	
					
PENSANDO EN TI	  	BRISEYDA	  	7/19/2006	  	7/24/2006	  	SR 386-506	
POR TI	  	BRONCO	  	11/14/2005 SR	  	11/25/2006	  	SR 386-511	
QUE SABEN	  	VICTORIA	  	4/26/2006	  	6/2/2006	  	SR 386-916	
30 RECUERDOS	  	VARIOUS ARTISTS	  	4/26/2006 SR	  	6/2/2006	  	SR 386-917	
30 RECUERDOS	  	LOS TIRANOS DEL NORTE	  	4/26/2006 SR	  	6/2/2006	  	SR 386-918	
GRANDES ARTISTAS UNIDOS POR EL MARIACHI	  	VARIOUS ARTISTS	  	4/26/2006 SR	  	6/2/2006	  	SR 386-919	
2 EN 1	  	LOS ACOSTA	  	4/26/2006 SR	  	6/2/2006	  	SR 386-920	
LA CONSENTIDA DE MEXICO	  	BANDA LOS ESCAMILLA	  	4/26/2006	  	6/2/2006	  	SR 386-921	
25 HISTORIAS DE UN GIGANTE	  	BRONCO	  	4/26/2006 SR	  	6/2/2006	  	SR 386-922	
2 EN 1	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	4/26/2006 SR	  	6/2/2006	  	SR 386-923	
2 EN 1	  	LOS BUKIS	  	4/26/2006 SR	  	6/2/2006	  	SR 386-924	
2 EN 1	  	LOS YONIC’S	  	4/26/2006 SR	  	6/2/2006	  	SR 386-925	
2 EN 1	  	LAMENTO SHOW DE DURANGO	  	4/26/2006 SR	  	6/2/2006	  	SR 386-926	
ALBORADA MUSICAL DEDICADO A MI MADRE	  	VARIOUS ARTISTS	  	4/26/2006 SR	  	6/2/2006	  	SR 386-927	
MUY ROMANTICOS	  	MOJADO	  	4/26/2006 SR	  	6/2/2006	  	SR 386-928	
2 EN 1	  	LOS ANGELES DECHARLY	  	4/26/2006 SR	  	6/2/2006	  	SR 386-930	
LOCURA	  	RELAMPAGO	  	4/26/2006	  	6/2/2006	  	SR 386-934	
DESDE LA SIERRA	  	EL VENADO AZUL	  	5/5/2006 SR	  	6/2/2006	  	SR 386-962	
20 EXITOS	  	BANDA FRESA ROJA	  	5/5/2006 SR	  	6/2/2006	  	SR 386-965	
20 LIMONAZOS DE ORO	  	BANDA EL LIMON	  	5/5/2006 SR	  	6/2/2006	  	SR 386-966	
ATRAS DE MI VENTANA	  	GRUPO ALFA 7	  	5/5/2006	  	6/2/2006	  	SR 386-967	
PURO TIERRA CALIENTE	  	GRUPO ALFA 7	  	5/5/2006	  	6/2/2006	  	SR 386-968	
PURO TIERRA CALIENTE	  	GRUPO ALFA 7	  	5/5/2006	  	6/2/2006	  	SR 386-968	
TAMBOREADA CALIENTE	  	VARIOUS ARTISTS	  	5/5/2006 SR	  	6/2/2006	  	SR 386-969	
30 RECUERDOS	  	GRUPO PEGASSO DEL POLLO ESTEVAN & LOS PLEBEYOS	  	5/5/2006 SR	  	6/2/2006	  	SR 387-017	
SIN RIENDAS	  	BRONCO	  	5/5/2006	  	6/2/2006	  	SR 387-018	
HISTORIA GRUPERA LO ROMANTICO CONTINUA	  	VARIOUS ARTISTS	  	5/5/2006 SR	  	6/2/2006	  	SR 387-019	
RECUERDOS DE AMOR	  	LOS GREY’S	  	5/5/2006	  	6/2/2006	  	SR 387-021	
TODO EL AMOR	  	EL TAMBORAZO DE VILLA	  	5/5/2006	  	6/2/2006	  	SR 387-022	
POR TU AMOR	  	LOS REHENES DE JAVIER TORRES	  	5/5/2006	  	6/2/2006	  	SR 387-077	
DE MARIPOSA A CRUZ	  	VARIOUS ARTISTS	  	5/5/2006 SR	  	6/2/2006	  	SR 387-078	
EN VIVO	  	BRONCO	  	5/5/2006	  	6/2/2006	  	SR 387-079	
NAVEGANDO CON SAX	  	LOS MARINEROS DEL NORTE	  	5/5/2006	  	6/2/2006	  	SR 387-080	
CON SENTIMIENTO RANCHERO	  	JAVIER TORRES	  	5/15/2006	  	6/2/2006	  	SR 387-081	
					
TRIBUTO AL AMOR	  	LOS TEMERARIOS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-084	
					
DOS GENERACIONES	  	BANDA EL RECODO & BANDA LOS RECODITOS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-085	
					
COMO TE EXTRAÑO POP	  	VARIOUS ARTISTS	  	5/15/2006 SR	  	6/2/2006	  	SR 387-086	
					
NUESTRA HISTORIA	  	LOS MIER	  	5/15/2006 SR	  	6/2/2006	  	SR 387-198	
					
GRANDES EXITOS CON BANDA Y NORTEÑO	  	JORGE LUIS CABRERA	  	5/15/2006 SR	  	6/2/2006	  	SR 387-199	
 
30

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
OLDIES DE LOS 80’S & 90’S	  	VARIOUS ARTISTS	  	5/22/2005 SR	  	5/25/2006	  	SR 388-968	
					
LA HISTORIA DE UN IDOLO	  	RIGO TOVAR	  	5/22/2005 SR	  	5/25/2006	  	SR 388-969	
					
MIS RAICES	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	5/22/2006 SR	  	5/25/2006	  	SR 388-992	
					
HISTORIA GRUPERA 20 INOLVIDABLES	  	VARIOUS ARTISTS	  	5/22/2006 SR	  	5/25/2006	  	SR 388-994	
					
SIEMPRE IMITADO, JAMAS IGUALADO	  	LOS RIELEROS DEL NORTE	  	5/22/2006 SR	  	5/25/2006	  	SR 388-995	
					
A LAS MUJERES QUE AME	  	BANDA EL RECODO	  	5/22/2006 SR	  	5/25/2006	  	SR 388-996	
					
NO ES BRUJERIA	  	ANA BARBARA	  	5/22/2006 SR	  	5/25/2006	  	SR 388-997	
					
NO ME VAN A DETENER	  	INESPERADO	  	7/19/2006	  	7/24/2006	  	SR 389-105	
					
A LO DURANGUENSE	  	LOS INTERNACIONALES DE DURANGO	  	7/19/2006	  	7/24/2006	  	SR 389-106	
					
30 NORTEÑAS DEL RECUERDO	  	VARIOUS ARTISTS	  	7/19/2006 SR	  	7/24/2006	  	SR 389-107	
					
VIVA LA VIDA LOCA	  	VARIOUS ARTISTS	  	7/19/2006 SR	  	7/24/2006	  	SR 389-108	
					
CANTO A MI TIERRA	  	EL LOBITO DE SINALOA	  	7/19/2006	  	7/24/2006	  	SR 389-118	
					
PUROS CORRIDOS DURANGUENSES Y DE LA TIERRA CALIEN	  	ALACRANES MUSICAL & LA NOBLEZA DE AGUILILLA	  	7/19/2006 SR	  	7/24/2006	  	SR 389-119	
					
VEINTISIETE	  	LOS TEMERARIOS	  	12/05/2005 SR	  	12/7/2005	  	SR 389-909	
					
HIP HOP EXPLICITO	  	VARIOUS ARTISTS	  	11/14/2005 SR	  	11/25/2005	  	SR 389-911	
					
TRES ROMANTICOS LE CANTAN AL AMOR	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 389-916	
					
20 RIELES DE ORO	  	LOS RIELEROS DEL NORTE	  	3/8/2006 SR	  	3/10/2006	  	SR 389-917	
					
LOS INICIOS DE NUESTRA HISTORIA	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 389-918	
					
ARRASANDO CON TODO	  	LA NOBLEZA DE AGUILILLA	  	3/8/2006	  	3/10/2006	  	SR 389-920	
					
MEGARTISTAS DEL AÑO 2006	  	VARIOUS ARTISTS	  	3/8/2006 SR	  	3/10/2006	  	SR 389-921	
					
ENCUENTRO SONIDERO	  	VARIOUS ARTISTS	  	5/22/2006 SR	  	5/26/2006	  	SR 390-044	
					
20 PRECIOSAS	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 390-156	
					
VIVE EL AMOR	  	LOS MIER	  	5/22/2006	  	5/25/2006	  	SR 390-277	
					
DOS EN UNO	  	BANDA LAMENTO SHOW DE DURANGO	  	5/22/2006 SR	  	5/25/2006	  	SR 390-475	
					
PRENDA DEL ALMA	  	LOS JILGUEROS DEL ARROYO	  	5/22/2006	  	5/25/2006	  	SR 390-476	
					
20 EXITOS DESDE TIERRA CALIENTE	  	LA NOBLEZA DE AGUILILLA	  	5/22/2006 SR	  	5/25/2006	  	SR 390-482	
					
DOS EN UNO	  	NORTEÑOS DE OJINAGA	  	5/22/2006 SR	  	5/25/2006	  	SR 390-483	
 
31

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
DOS EN UNO	  	BANDA MAGUEY	  	5/22/2006 SR	  	5/25/2006	  	SR 390-484	
					
A GOZAR CON LOS CAPI	  	LOS CAPI	  	5/22/2006 SR	  	5/25/2006	  	SR 390-485	
					
LA DIFERENCIA	  	RENACIMIENTO DE DURANGO	  	5/22/2006	  	5/25/2006	  	SR 390-486	
					
DEDICADO A TODAS LAS MADRES	  	VARIOUS ARTISTS	  	5/22/2006 SR	  	5/25/2006	  	SR 390-487	
					
ALGO ESPECIAL	  	NORTEÑOS DE OJINAGA	  	6/2/2006	  	6/5/2006	  	SR 390-986	
					
DOS EN UNO	  	SPARX	  	6/2/2006 SR	  	6/5/2006	  	SR 390-987	
					
INDOMABLE	  	INDOMABLE	  	6/2/2006	  	6/5/2006	  	SR 390-988	
					
DOS EN UNO	  	INDUSTRIA DEL AMOR	  	6/2/2006 SR	  	6/5/2006	  	SR 390-989	
					
DOS EN UNO	  	MOJADO	  	6/2/2006 SR	  	6/5/2006	  	SR 390-990	
					
15 CUMBIAS CALIENTES	  	SONORA TROPICANA	  	6/2/2006 SR	  	6/5/2006	  	SR 390-991	
					
DOS EN UNO	  	RIGO TOVAR	  	6/2/2006 SR	  	6/5/2006	  	SR 390-992	
					
2 EN 1	  	MARCO ANTONIO SOLIS	  	11/30/2005	  	12/2/2005	  	SR 391-568	
					
DE RANCHO EN RANCHO	  	VARIOUS ARTISTS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-583	
					
LOCOS DE AMOR	  	CORAZONES DEL AMOR	  	9/12/2006	  	9/15/2006	  	SR 392-585	
					
LINEA DE ORO	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	9/12/2006	  	9/15/2006	  	SR 392-588	
					
HUELLA DIGITAL	  	BRONCO EL GIGANTE DE AMERICA	  	9/12/2006	  	9/15/2006	  	SR 392-589	
					
CRISTAL Y ACERO	  	MANDINGO	  	9/12/2006 SR	  	9/15/2006	  	SR 392-590	
					
PARA TI ... NUESTRA HISTORIA	  	GRUPO EXTERMINADOR	  	9/12/2006 SR	  	9/15/2006	  	SR 392-591	
					
EXITOS	  	EL SIMBOLO	  	9/12/2006 SR	  	9/15/2006	  	SR 392-716	
					
QUE NOS DIGAN LOCOS	  	TLAPEHUALA SHOW	  	9/12/2006	  	9/15/2006	  	SR 392-719	
					
30 RECUERDOS	  	LOS BUKIS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-720	
					
LINEA DE ORO	  	CARLOS Y JOSE	  	9/12/2006	  	9/15/2006	  	SR 392-734	
					
LINEA DE ORO	  	RIGO TOVAR	  	9/12/2006	  	9/15/2006	  	SR 392-736	
					
LINEA DE ORO	  	ANA BARBARA	  	9/12/2006	  	9/15/2006	  	SR 392-739	
					
LINEA DE ORO	  	LOS PLEBEYOS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-742	
					
LINEA DE ORO	  	BRISEYDA	  	9/12/2006	  	9/16/2006	  	SR 392-743	
					
LINEA DE ORO	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	9/12/2006	  	9/15/2006	  	SR 392-744	
					
LO MEJOR DE TIERRA CALIENTE	  	VARIOUS ARTISTS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-745	
 
32

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
LINEA DE ORO	  	BANDA LAMENTO SHOW DE DURANGO	  	9/12/2006	  	9/15/2006	  	SR 392-793	
					
PARA TI ... NUESTRA HISTORIA	  	MOJADO	  	9/12/2006 SR	  	9/15/2006	  	SR 392-794	
					
EN EL AIRE	  	PLUMA BLANCA	  	9/12/2006	  	9/15/2006	  	SR 392-795	
					
LINEA DE ORO	  	LOS SEPULTUREROS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-796	
					
RECUERDO... EL VALOR DEL AMOR	  	VARIOUS ARTISTS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-798	
					
OJALA NO ME COMPRES (PORQUE TE PUEDE GUSTAR)	  	BANDA LAMENTO SHOW DE DURANGO	  	9/12/2006	  	9/15/2006	  	SR 392-799	
					
LINEA DE ORO	  	CONJUNTO PRIMAVERA	  	9/12/2006	  	9/15/2006	  	SR 392-800	
					
LINEA DE ORO	  	DINORA	  	9/12/2006	  	9/15/2006	  	SR 392-801	
					
LINEA DE ORO	  	GRUPO EXTERMINADOR	  	9/12/2006	  	9/15/2006	  	SR 392-802	
					
LINEA DE ORO	  	TIRANOS DEL NORTE	  	9/12/2006	  	9/15/2006	  	SR 392-803	
					
NIÑA MIMADA	  	LOS ELEGIDOS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-804	
					
UN CARTEL DE EXITOS	  	VARIOUS ARTISTS	  	9/12/2006 SR	  	9/15/2006	  	SR 392-805	
					
LINEA DE ORO	  	NORTEÑOS DE OJINAGA	  	9/12/2006	  	9/15/2006	  	SR 392-806	
					
WWW.MIMIRADA.COM	  	DINORA Y LA JUVENTUD	  	5/22/2006	  	5/25/2006	  	SR 393-022	
					
HISTORIA GRUPERA RECUERDOS INOLVIDABLES	  	VARIOUS ARTISTS	  	5/22/2006 SR	  	5/25/2006	  	SR 393-023	
					
IMPRESIONANTES HUELLAS NORTEÑAS	  	LOS PUMAS DEL NORTE	  	7/19/2006	  	7/24/2006	  	SR 393-153	
					
LOS AMOS DE LOS SIERREÑOS	  	LOS KORTEZ DE SINALOA	  	7/19/2006	  	7/24/2006	  	SR 393-154	
					
RECUERDO AMORES DEL AYER	  	VARIOUS ARTISTS	  	7/19/2006 SR	  	7/24/2006	  	SR 393-155	
					
UN VIAJE MUSICALMENTE MAGICO	  	VARIOUS ARTISTS	  	7/19/2006 SR	  	7/24/2006	  	SR 393-156	
					
PARA TI NUESTRA HISTORIA	  	LOS ANGELES DE CHARLY	  	9/12/2006 SR	  	9/15/2006	  	SR 393-565	
					
LINEA DE ORO	  	MOJADO	  	9/12/2006	  	9/15/2006	  	SR 393-566	
					
LINEA DE ORO	  	BANDA PELILLOS	  	9/12/2006	  	9/15/2006	  	SR 393-578	
					
CON EL ALMA DESNUDA	  	LOS REHENES DE JAVIER TORRES	  	9/12/2006	  	9/15/2006	  	SR 393-580	
					
AMARTE ES UN PECADO	  	ZAINO	  	9/12/2006 SR	  	9/15/2006	  	SR 393-581	
					
LINEA DE ORO	  	LOS RIELEROS DEL NORTE	  	9/12/2006	  	9/15/2006	  	SR 393-711	
					
VIVA DURANGO	  	VARIOUS ARTISTS	  	11/10/2005 SR	  	11/14/2005	  	SR 393-975	
 
33

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
EN VIVO	  	LOS ACOSTA	  	12/05/2005 SR	  	12/8/2005	  	SR 393-976	
					
LAGRIMAS DEL ALMA	  	GRUPO INNOVACION	  	5/5/2006 SR	  	6/2/2006	  	SR 394-058	
					
20 EXITAZOS BARBAROS	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	5/5/2006 SR	  	6/2/2006	  	SR 394-059	
					
20 CANTINAZOS	  	BANDA ZORRO	  	5/5/2006 SR	  	6/2/2006	  	SR 394-060	
					
HISTORIAS QUE CONTAR	  	LOS TIGRES DEL NORTE	  	5/5/2006 SR	  	6/2/2006	  	SR 394-061	
					
MUSICA URBANA-REGGAETON & HIP HOP	  	VARIOUS ARTISTS	  	05/31/2006 SR	  	6/2/2006	  	SR 394-062	
					
REENCUENTRO	  	BANDA PEQUEÑOS MUSICAL	  	4/26/2006	  	6/2/2006	  	SR 394-063	
					
AHORA CON LOS HUEVOS EN LA MANO	  	GRUPO EXTERMINADOR	  	4/26/2006 SR	  	6/2/2006	  	SR 394-064	
					
DECORAME EL CORAZON	  	GUARDIANES DEL AMOR	  	4/26/2006	  	6/2/2006	  	SR 394-065	
					
LOS GRANDES SUENAN MEJOR EN VIVO	  	VARIOUS ARTISTS	  	05/31/2006 SR	  	6/2/2006	  	SR 394-066	
					
LINEA DE ORO	  	ROGELIO MARTINEZ	  	9/12/2006	  	9/15/2006	  	SR 394-587	
					
ENTRE VIENTO Y MAREA	  	ES-KP	  	9/12/2006	  	9/15/2006	  	SR 394-588	
					
LINEA DE ORO	  	BANDA MAGUEY	  	9/12/2006	  	9/15/2006	  	SR 394-590	
					
LINEA DE ORO	  	EZEQUIEL PEÑA	  	9/12/2006	  	9/15/2006	  	SR 394-594	
					
LINEA DE ORO	  	LOS HUMILDES HNOS. AYALA	  	9/12/2006 SR	  	9/15/2006	  	SR 394-595	
					
PARA TI ... NUESTRA HISTORIA	  	LOS ACOSTA	  	9/12/2006 SR	  	9/15/2006	  	SR 394-596	
					
VIENTO, BRISA Y TU RECUERDO	  	BRISEYDA Y LOS MUCHACHOS	  	12/06/2005 SR	  	12/9/2005	  	SR 394-791	
					
ASI COMO ME VES	  	LIDIA AVILA	  	11/30/2005 SR	  	12/2/2005	  	SR 394-792	
					
AMOR Y DELIRIO	  	LOS ACOSTA	  	11/30/2005 SR	  	12/2/2005	  	SR 394-793	
					
LINEA DE ORO	  	PRISCILA Y SUS BALAS DE PLATA	  	6/1/2006	  	9/15/2006	  	SR 395-004	
					
COMO TE EXTRAÑO-GRUPERO	  	VARIOUS ARTISTS	  	12/05/2005 SR	  	12/7/2005	  	SR 400-405	
					
Y ARRIBA ZACATECAS	  	BANDA JEREZ	  	7/11/2006 SR	  	7/13/2006	  	SR 400-406	
					
DEJENME LLORAR	  	YOLANDA PEREZ “LA POTRANQUITA”	  	7/16/2003	  	7/24/2003	  	SR-344-071	
					
NUESTRA HISTORIA	  	BANDA EL RECODO	  	7/16/2003	  	7/24/2003	  	SR-344-072	
					
SUEÑOS	  	JOSE MANUEL ZAMACONA Y LOS YONIC’S	  	7/16/2003	  	7/24/2003	  	SR-344-078	
					
BAJO MIL LLAVES	  	LALO MORA	  	7/16/2003	  	7/24/2003	  	SR-344-079	
 
34

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
AMANDOTE OTRA VEZ	  	ROGELIO MARTINEZ	  	7/16/2003	  	7/24/2003	  	SR-344-080	
					
DE SINALOA PARA EL MUNDO	  	VARIOUS ARTISTS	  	7/16/2003	  	7/24/2003	  	SR-344-081	
					
30 DE SAX EN SAX	  	VARIOUS ARTISTS	  	7/16/2003	  	7/24/2003	  	SR-344-082	
					
TU AMOR O TU DESPRECIO	  	MARCO ANTONIO SOLIS	  	7/16/2003	  	7/24/2003	  	SR-344-083	
					
NUESTRA HISTORIA: 20 GRANDES EXITOS	  	CONJUNTO PRIMAVERA	  	7/16/2003	  	7/24/2003	  	SR-344-084	
					
SI NO ES A MI	  	SAMURAY	  	7/16/2003	  	7/24/2003	  	SR-344-085	
					
REFLEXIONES	  	MANDINGO	  	7/16/2003	  	7/24/2003	  	SR-344-086	
					
TOCAME	  	LOS PALOMINOS	  	7/16/2003	  	7/24/2003	  	SR-344-087	
					
CUANDO NO ESTAS CONMIGO	  	CARLOS JIMENEZ	  	7/16/2003	  	7/24/2003	  	SR-344-088	
					
SONIDEROS 2003	  	VARIOUS ARTISTS	  	7/16/2003	  	7/24/2004	  	SR-344-089	
					
PURO CHIHUAHUA VOL. 3	  	VARIOUS ARTISTS	  	7/16/2003	  	7/24/2003	  	SR-344-090	
					
AMARTE ES UN CASTIGO	  	MOJADO	  	7/16/2003	  	7/24/2003	  	SR-344-091	
					
REENCUENTROS ROMANTICOS	  	LOS GREY’S & INDUSTRIA DEL AMOR	  	7/16/2003	  	7/24/2003	  	SR-344-096	
					
ADICTO A TI	  	LOS GREY’S	  	7/16/2003	  	7/24/2003	  	SR-344-097	
					
SENTIMIEWTOS A MI MADRE	  	VARIOUS ARTISTS	  	7/16/2003	  	7/24/2003	  	SR-344-098	
					
VIVA LA BANDA	  	EZEQUIEL PEÑA	  	7/16/2003	  	7/24/2003	  	SR-344-099	
					
ENAMORADAS	  	AROMA	  	12/30/2003	  	1/6/2004	  	SR-344-980	
					
MAS DE 60’ MIN. CON BANDA (25 SUPER EXITOS)	  	VARIOUS ARTISTS	  	10/29/2003	  	11/14/2003	  	SR-346-054	
					
LA HIJA DE NADIE	  	YOLANDA DEL RIO	  	10/29/2003	  	11/14/2003	  	SR-346-057	
					
MEJOR QUE NUNCA: 15 EXITOS	  	LALO MORA	  	2/5/2004	  	2/20/2004	  	SR-346-693	
					
ALGO DIFERENTE...I	  	BRISEYDA Y LOS MUCHACHOS	  	2/5/2004	  	2/11/2004	  	SR-346-823	
					
MUJERES Y BOTELLAS	  	TEMBLOR DEL NORTE	  	2/5/2004	  	2/11/2004	  	SR-346-828	
					
100% NORTENO	  	LOS PUMAS DEL NORTE	  	2/5/2004	  	2/11/2004	  	SR-346-830	
					
RECUERDOS DE MI AYER VOL. 2	  	DINASTIA NORTEÑA	  	2/5/2004	  	2/11/2004	  	SR-346-831	
					
LA OTRA PARTE DE MI	  	JAVIER ALONSO	  	2/5/2004	  	2/11/2004	  	SR-346-832	
					
ORGULLOSAMENTE NORTEÑOS	  	LOS NORTEÑOS DE OJINAGA	  	2/5/2004	  	2/11/2004	  	SR-346-833	
					
P.D. LOS’QUIERO	  	DINORA Y LA JUVENTUD	  	6/28/2005	  	7/29/2005	  	SR-373-640	
					
DOS GENERACIONES-JUNTAS POR PRIMERA VEZ	  	CHELO & YESENIA FLORES	  	10/19/2005	  	10/21/2005	  	SR375-874	
 
35

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
TROPECE CON DOS AMORES	  	DINASTIA NORTEÑA	  	6/28/2005	  	8/4/2005	  	SRU 593-204	
					
A GOZAR PRIMAVERA	  	VARIOUS ARTISTS	  	4/20/2004	  	4/23/2004	  	ST 350-881	
					
OTRO VINO, OTRA COPA	  	LOS REHENES	  	4/21/2003	  	11/24/2003	  	VA 1-225-912	
					
20 EXITOS DE RITMO ROJO	  	RITMO ROJO	  	???	  	11/24/2003	  	VA 1-225-914	
					
HOMENAJE A LAS GRANDES	  	JENNI RIVERA	  	4/17/2003	  	11/24/2003	  	VA 1-225-915	
					
25 INOLVIDABLES	  	BANDA PELILLOS	  	???	  	11/24/2003	  	VA 1-225-917	
					
NUESTRA HISTORIA	  	BANDA EL LIMON	  	4/17/2003	  	11/24/2003	  	VA 1-225-919	
					
NUESTRA HISTORIA	  	LOS MUECAS	  	3/23/2004	  	3/12/2004	  	VA 1-265-381	
					
CUMBIAS NORTEÑAS	  	VARIOUS ARTISTS	  	7/22/2004	  	7/26/2004	  	VA 1-265-382	
					
20 BOLEROS ROMANTICOS	  	LOS TIGRES DEL NORTE	  	5/20/2004	  	7/26/2004	  	VA 1-265-383	
					
NUESTRA HISTORIA	  	LOS ALBELARDOS	  	3/25/2004	  	3/29/2004	  	VA 1-265-384	
					
15 EXITOS MUY DINAMICOS	  	LOS DINAMICOS DEL NORTE	  	3/25/2004	  	3/29/2004	  	VA 1-265-385	
					
ENTRE AMIGOS	  	VARIOUS ARTISTS	  	7/21/2004	  	7/26/2004	  	VA 1-265-386	
					
MI HISTORIA	  	DULCE	  	3/25/2004	  	3/29/2004	  	VA 1-265-398	
					
EL AMOR Y LA DESGRACIA	  	JAVIER TORRES	  	4/13/2004	  	4/17/2004	  	VA 1-265-399	
					
20 EXITOS PURA BANDA	  	VARIOUS ARTISTS	  	2/5/2004	  	2/11/2004	  	VA 1-275-587	
					
PURO MICHOACAN	  	VARIOUS ARTISTS	  	5/12/2004	  	5/17/2004	  	VA 1-275-588	
20 EXITOS DE LA ORIGINAL BANDA EL LIMON DE SALVADOR LIZARRAGA	  	BANDA EL LIMON	  	2/5/2004	  	2/11/2004	  	VA 1-275-589	
					
20 EXITOS	  	TOMMY VALLES	  	5/12/2004	  	5/17/2004	  	VA 1-275-590	
					
20 EXITOS DE BANDA EL PUEBLITO	  	BANDA EL PUEBLITO	  	2/5/2004	  	2/11/2004	  	VA 1-275-591	
					
NUESTRA HISTORIA	  	CAMPECHE SHOW	  	3/25/2004	  	3/29/2004	  	VA 1-280-665	
					
A TI MADRECITA	  	LOS TIGRES DEL NORTE	  	12/09/2005 VA	  	12/12/2005	  	VA 1-343-980	
					
EKHYMOSIS	  	EKHYMOSIS	  	12/05/2005 VA	  	12/8/2005	  	VA 1-347-057	
					
20 EXITOS	  	BANDA PELILLOS	  	3/8/2006 VA	  	3/10/2006	  	VA 1-348-724	
					
LEGADO NORTEÑO-CORRIDOS	  	LOS HURACANES DEL NORTE	  	12/06/2005 VA	  	12/9/2005	  	VA 1-349-483	
					
DESDE LA SIERRA	  	EL VENADO AZUL	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-151	
					
20 EXITOS	  	BANDA FRESA ROJA	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-152	
					
20 LIMONAZOS DE ORO	  	BANDA EL LIMON	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-153	
 
36

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
ATRAS DE MI VENTANA	  	GRUPO ALFA 7	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-155	
					
TAMBOREADA CALIENTE	  	VARIOUS ARTISTS	  	5/5/2006 VA	  	6/2/2006	  	VA 1-352-157	
					
POSITIVO	  	AXE BAHIA	  	3/8/2006 VA	  	3/10/2006	  	VA 1-354-870	
					
MAS ALLA DEL BIEN Y DEL MAL	  	EL TRI	  	3/20/2006 VA	  	3/23/2006	  	VA 1-354-871	
					
EN VIVO Y A TODO COLOR	  	BANDA LAMENTO SHOW DE DURANGO	  	3/8/2006 VA	  	3/10/2006	  	VA 1-357-161	
					
GRANDES EXITOS EN DVD	  	LOS RIELEROS DEL NORTE	  	3/8/2006 VA	  	3/10/2006	  	VA 1-357-182	
					
MEXICO EN LA SANGRE - CHIHUAHUA	  	DOCUMENTAL	  	3/8/2006 VA	  	3/10/2006	  	VA 1-360-800	
					
EN VIVO Y A TODO COLOR	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	3/8/2006 VA	  	3/10/2006	  	VA 1-360-801	
					
EN VIVO	  	LOS ACOSTA	  	3/8/2006 VA	  	3/10/2006	  	VA 1-360-802	
					
OLDIES DE LOS 80’S & 90’S	  	VARIOUS ARTISTS	  	5/22/2005 VA	  	5/25/2006	  	VA 1-365-441	
					
LA HISTORIA DE UN IDOLO	  	RIGO TOVAR	  	5/22/2005 VA	  	5/25/2006	  	VA 1-365-442	
					
GRANDES EXITOS CON BANDA Y NORTEÑO	  	JORGE LUIS CABRERA	  	5/15/2006 VA	  	6/2/2006	  	VA 1-367-806	
					
TRIBUTO AL AMOR	  	LOS TEMERARIOS	  	5/15/2006 VA	  	6/2/2006	  	VA 1-367-807	
					
NUESTRA HISTORIA	  	LOS MIER	  	5/15/2006 VA	  	6/2/2006	  	VA 1-369-364	
					
CON SENTIMIENTO RANCHERO	  	JAVIER TORRES	  	5/15/2006 VA	  	6/2/2006	  	VA 1-369-387	
					
BAILE GRUPERO	  	VARIOUS ARTISTS	  	8/3/2006 VA	  	8/7/2006	  	VA 1-369-401	
					
BAILE NORTEÑO EN DVD	  	VARIOUS ARTISTS	  	8/3/2006 VA	  	8/7/2006	  	VA 1-369-402	
					
GRANDES EXITOS EN DVD	  	LOS ANGELES DE CHARLY & AROMA	  	8/3/2006 VA	  	8/7/2006	  	VA 1-369-403	
					
BAILE DE ESTRELLAS	  	VARIOUS ARTISTS	  	8/3/2006 VA	  	8/7/2006	  	VA 1-369-404	
					
LEGADO MUSICAL	  	BANDA EL RECODO DE CRUZ LIZARRAGA	  	8/3/2006 VA	  	8/7/2006	  	VA 1-369-405	
					
COMO TE EXTRAÑO POP	  	VARIOUS ARTISTS	  	5/15/2006 VA	  	6/2/2006	  	VA 1-378-530	
					
DOS EN UNO	  	CARLOS Y JOSE	  	5/22/2006 VA	  	5/25/2006	  	VA 1-392-493	
 
37

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
	  	APPLICATIONS	  		  		  		
					
DIVINO AMOR ETERNO	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	10/29/2003	  		  		
					
MAL ACOSTUMBRADO	  	ALVARO TORRES	  	11/27/2002	  		  		
					
TE ATRAPARE BANDIDO	  	ANA BARBARA	  	10/29/2003	  		  		
					
20 EXITOS DE BANDA ALAMEDA DE CUISILLOS JAL.	  	BANDA ALAMEDA DE CUISILLOS JAL.	  	2/5/2004	  		  		
					
20 EXITOS DE BANDA CAÑA	  	BANDA CAÑA	  	2/5/2004	  		  		
					
DEJATE QUERER	  	BANDA EL CERRITO	  		  		  		
					
BOLEROS…CON AMOR	  	BANDA LA MENTIRA	  	9/30/2003	  		  		
					
CORRIDOS PA’ LOS GRANDES	  	BANDA LA MENTIRA	  	10/29/2003	  		  		
					
AHORA SI RAZA III YA LLEGO!!!	  	BANDA LAMENTO SHOW DE DURANGO	  	2/5/2004	  		  		
					
SON TUS PERFUMENES MUJER	  	BANDA LAMENTO SHOW DE DURANGO	  	10/29/2003	  		  		
					
“100% MAGUEY”	  	BANDA MAGUEY	  		  		  		
					
ME RECORDARAS	  	BANDA MAGUEY	  	11/27/2002	  		  		
					
25 BANDAZOS DE PELOS	  	BANDA PELILLOS	  	3/23/2004	  		  		
					
CON ESTILO	  	BANDA SHOW REVELACION	  	9/30/2003	  		  		
					
EL CARPINTERO	  	BANDA SIERRA DE DURANGO	  	9/30/2003	  		  		
					
SIN FORTUNA	  	BANDA ZIRAHUEN ‘EL ORGULLO DE MICHOACAN’	  	12/5/2002	  		  		
					
UN BOHEMIO EN LA CANTINA	  	BANDA ZORRO	  	9/30/2003	  		  		
ATODO GALOPE	  	BRONCO	  	MUST
REFILE
ENTIRE	  		  		
					
SANGRE NORTEÑA	  	CARLOS Y JOSE	  	10/29/2003	  		  		
					
PERDONAME MI AMOR	  	CONJUNTO PRIMAVERA	  	11/4/2002	  		  		
					
15 CLASICAS DE LEYENDA	  	CORNELIO REYES Y LOS RELAMPAGOS DEL NORTE	  	10/29/2003	  		  		
					
PROMESAS DE AMOR	  	COSTA AZUL DE CESAR ALEJANDRO	  	11/27/2002	  		  		
					
ME ACOSTUMBRE	  	DINASTIA NORTEÑA	  	10/29/2003	  		  		
					
ENTRE EL AMOR Y EL ODIO	  	DINORA Y LA JUVENTUD	  	9/30/2003	  		  		
					
DEL PUEBLO PARA EL PUEBLO	  	EL GRAN JEFE	  	9/30/2003	  		  		
					
40 ARTISTAS Y SUS SUPER EXITOS	  	FITO OLIVARES	  	12/2/2003	  		  		
					
JUEGOS INFANTILES VOL.1	  	GOLLITO EL GRILLITO TU AMIGO FAVORITO	  	11/4/2002	  		  		
 
38

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PORQUE TE QUIERO AMOR	  	GRUPO ALFA	  	3/23/2004	  		  		
					
40 ARTISTAS Y SUS SUPER EXITOS	  	GRUPO EXTERMNADOR	  	12/2/2003	  		  		
					
FRENTE A TI	  	GRUPO INNOVACION	  		  		  		
					
40 ART1STAS Y SUS SUPER EXITOS	  	GRUPO MODELO	  	12/2/2003	  		  		
					
RAICES	  	INDUSTRIA DEL AMOR	  	11/4/2002	  		  		
					
MI VIDA ERES TU	  	JAVIER ALONSO	  	10/29/2003	  		  		
					
BACHATA EXITOS CRISTIANOS	  	JHONNY RAFAEL	  	4/18/2003	  		  		
					
SOLO PARA ADULTOS	  	LA RALEA DE LA SIERRA	  	10/29/2003	  		  		
					
PUROS ADOLORIDOS	  	LALO OLVERA	  	9/30/2003	  		  		
					
CON BANDA	  	LAS JILGUERILLAS	  	10/29/2003	  		  		
					
RECUERDOS	  	LOS ANGELES DE CHARLY	  	9/30/2003	  		  		
					
CON TODO EL SABOR	  	LOS CAPI	  	9/30/2003	  		  		
					
CUANDO VUELVA A MI MEXICO	  	LOS CAPOS DE MEXICO	  	11/27/2002	  		  		
					
DEL MERITITO CERRO DE LA SILLA	  	LOS DOS DE NUEVO LEON	  	9/10/2005	  		  		
					
LA RESPUESTA	  	LOS DOS DE NUEVO LEON	  	10/29/2003	  		  		
					
CUANDO TU NO ESTAS	  	LOS GREYS	  	11/4/2002	  		  		
					
RECORDANDO EL AYER	  	LOS GREY’S	  	10/29/2003	  		  		
					
NUMERO 1 DEL ARPA	  	LOS HERMANOS JIMENEZ	  	9/30/2003	  		  		
					
PA’L NORTE	  	LOS HURACANES DEL NORTE	  	11/4/2002	  		  		
					
COMO OLVIDAR	  	LOS NORTEÑOS DE OJINAGA	  	9/30/2003	  		  		
					
JUNTOS POR PRIMERA VEZ	  	LOS PALOMINOS Y LA MAFIA	  	10/29/2003	  		  		
40 ARTISTAS Y SUS SUPER EXITOS	  	LOS PLEBEYOS	  	4/13/2004 VA	  	MUST
REFILE
ENTIRE	  		
					
CON EXITOS DE REVENTON: 30 SUPER HITS	  	LOS PLEBEYOS	  	9/30/2003	  		  		
					
VUELVEN: CON MAS PUNCH	  	LOS PLEBEYOS	  	9/30/2003	  		  		
					
RUGIENDO	  	LOS PUMAS DEL NORTE	  	9/30/2003	  		  		
					
“UNA LAGRIMA NO BASTA”	  	LOS TEMERARIOS	  	11/27/2002	  		  		
					
20 CORRIDOS INOLVIDABLES: CD	  	LOS TIGRES DEL NORTE	  	9/30/2003	  		  		
					
20 CORRIDOS INOLVIDABLES: CD & DVD	  	LOS TIGRES DEL NORTE	  	9/30/2003	  		  		
 
39

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
NUESTRAS CONSENTIDAS (DVD)	  	LOS YONIC’S	  	9/17/2004	  		  		
					
BOLEROS DE LUJO	  	LUIS Y JULIAN	  	9/30/2003	  		  		
					
RANCHERAS DE LUJO	  	LUIS Y JULIAN	  	10/29/2003	  		  		
QUIERO SER	  	MAZIZO MUSICAL	  	9/8/2004	  		  		
					
NOSTALGIA RANCHERA	  	MIGUEL ANGEL	  	9/30/2003	  		  		
					
NAVIDAD CON MOJADO	  	MOJADO	  	10/29/2003	  		  		
					
ASI FUE	  	PARALELO NORTE	  	10/29/2003	  		  		
					
SIMPLEMENTE AMOR	  	PARALELO NORTE	  	3/23/2004	  		  		
					
40 ARTISTAS Y SUS SUPER EXITOS	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	12/2/2003	  		  		
					
TO2 A BAILAR	  	QUIMIKA	  	10/29/2003	  		  		
					
EL TERCER JALON	  	RAFAEL BUENDIA CON BANDA LA COSTEÑA	  	10/29/2003	  		  		
AGARRON NORTEÑO	  	RAMON AYALA Y SUS BRAVOS DEL NORTE Y LOS INVASORES DE NUEVO LEON	  	11/4/2002	  		  		
					
PRISIONERO DE TI	  	RAUL HERNANDEZ	  	2/5/2004	  		  		
					
20 EXITOS DE RAYO LASSER	  	RAYO LASSER	  	2/5/2004	  		  		
					
CON 16 EXITOS PARA LA RAZA	  	RAZA OBRERA	  	11/14/2002	  		  		
					
CON MUCHO CORAZON	  	ROBERTO VERDUZCO	  	9/30/2003	  		  		
					
LABERINTO	  	TEMBLOR DEL NORTE	  	9/30/2003	  		  		
					
RECORDANDO EL RANCHERO	  	TRAVIESO MUSICAL	  	3/2/2004	  		  		
					
20 SENTIMIENTOS NORTEÑOS	  	VARIOUS ARTISTS	  	2/5/2004	  		  		
					
20 TROPICALES BAILABLES	  	VARIOUS ARTISTS	  	12/30/2003	  		  		
					
A MOVER EL BOTE	  	VARIOUS ARTISTS	  	10/29/2003	  		  		
					
AMOR A LA MEXICANA V0L.2	  	VARIOUS ARTISTS	  	11/4/2002	  		  		
					
ARCOIRIS MUSICAL MEXICANO VOL. 2	  	VARIOUS ARTISTS	  	4/16/2003	  		  		
					
DE DURANGO A CHIHUAHUA	  	VARIOUS ARTISTS	  	10/29/2003	  		  		
					
DUELO NORTEÑO	  	VARIOUS ARTISTS	  	11/4/2002	  		  		
					
ENTRE AMIGOS	  	VARIOUS ARTISTS	  	7/22/2004	  		  		
					
MUJER X MUJER GRUPERO	  	VARIOUS ARTISTS	  	11/4/2002	  		  		
					
MUJER X MUJER RACHERO	  	VARIOUS ARTISTS	  	11/4/2002	  		  		
					
PREMIOS QUE BUENA	  	VARIOUS ARTISTS	  	4/23/2003	  		  		
 
40

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
RECUERDOS DE LA ONDA CHICANA	  	VARIOUS ARTISTS	  	10/29/2003	  		  		
					
TE EXTRAÑO MAMA	  	VARIOUS ARTISTS	  	9/30/2003	  		  		
					
LA REINA SONIDERA II SEGURO QUE SIII	  	XOCHILT	  	10/29/2003	  		  		
					
ORGULLO MEXICANO	  	YOLANDA DEL RIO	  	10/29/2003	  		  		
					
OPERA PRIMA	  		  		  		  		
					
GRANDES EXITOS EN DVD	  	CONJUNTO PRIMAVERA	  	11/14/2005	  		  		
					
20 EXITOS DE PELOS	  	BANDA PELILLOS	  	11/14/2005 PA	  		  		
					
LOS MEGARTISTAS DEL AÑO 2005	  	VARIOUS ARTISTS	  	12/05/2005 PA	  		  		
					
20 PRECIOSAS	  	VARIOUS ARTISTS	  	12/05/2005 PA	  		  		
					
UNA DECADA DE EXITOS-LO MEJOR DE BANDA Y NORTEÑO	  	VARIOUS ARTISTS	  	12/05/2005 PA	  		  		
					
200% DURANGUENSE	  	VARIOUS ARTISTS	  	12/9/2005	  		  		
					
20 BOLEROS ROMANTICOS CON SAX	  	VARIOUS ARTISTS	  	12/9/2005	  		  		
					
HOMENAJE A LOS TIGRES DEL NORTE	  	VARIOUS ARTISTS	  	12/09/2005 VA	  		  		
					
HOMENAJE A LOS TIGRES DEL NORTE	  	VARIOUS ARTISTS	  	12/09/2005 PA	  		  		
					
INTIMAMENTE	  	ADOLFO URIAS Y SU LOBO NORTEÑO	  	12/09/05 SR	  		  		
					
MEXICO EN LA SANGRE-SINALOA	  	VARIOUS ARTISTS	  	12/09/2005 SR	  		  		
					
MEXICO EN LA SANGRE-SINALOA	  	VARIOUS ARTISTS	  	12/09/2005 PA	  		  		
					
LOS CUATRO DE CHIHUAHUA	  	VARIOUS ARTISTS	  	11/23/2005 SR	  		  		
					
LOS CUATRO DE CHIHUAHUA	  	VARIOUS ARTISTS	  	11/23/2005 PA	  		  		
					
CON EXPERIENCA Y JUVENTUD	  	LOS HURACANES DEL NORTE	  	11/23/2005 PA	  		  		
					
PARRANDA TEQUILERA 2005	  	VARIOUS ARTISTS	  	11/23/2005 PA	  		  		
					
GRANDES EXITOS EN DVD	  	LOS BUKIS	  	11/23/2005	  		  		
					
LO NUEVO Y LO MEJOR - 15 EXITOS	  	LA ORIGINAL BANDA EL LIMON DE SALVADOR LIZARRAGA	  	2/6/2006 SR	  		  		
					
LO NUEVO Y LO MEJOR - 15 EXITOS	  	LA ORIGINAL BANDA EL LIMON DE SALVADOR LIZARRAGA	  	2/6/2006 VA	  		  		
					
LA PAUTA	  	VARIOUS ARTISTS	  	5/5/2006	  		  		
					
A MUCHA HONRA	  	EZEQUIEL PEÑA	  	5/22/2006	  		  		
					
DOS EN UNO	  	CARLOS Y JOSE	  	5/22/2006 SR	  		  		
					
LA VERDAD	  	ESPEJISMO	  	7/11/2006	  		  		
 
41

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
2 EN 1	  	LOS REHENES DE JAVIER TORRES	  	7/19/2006 SR	  	Letter from
copyright office	  		
					
2 EN 1	  	BRISEYDA Y LOS MUCHACHOS	  	7/19/2006 SR	  		  		
					
MAS CONFESIONES	  	ANA BARBARA & JENNIFER PEÑA	  	8/3/2006 SR	  		  		
					
MAS CONFESIONES	  	ANA BARBARA & JENNIFER PEÑA	  	8//3/2006 PA	  		  		
					
EXPLOSION NORTEÑA	  	VARIOUS ARTISTS	  	8/3/2006 VA	  		  		
					
EXPLOSION NORTEÑA	  	VARIOUS ARTISTS	  	8/3/2006 PA	  		  		
					
ARRIBA, ARRIBA	  	VARIOUS ARTISTS	  	8/3/2006 SR	  		  		
					
ARRIBA, ARRIBA	  	VARIOUS ARTISTS	  	8/3/2006 PA	  		  		
					
LINEA DE ORO- PUROS CORRIDOS	  	VARIOUS ARTISTS	  	1/11/2007	  		  		
					
B.B.T	  	VARIOUS ARTISTS	  	1/11/2007 SR	  		  		
					
LOS 20 EXITOS MAS BUSCADOS	  	VARIOUS ARTISTS	  	1/11/2007 SR	  		  		
					
20 EXITOS SIERREÑOS	  	VARIOUS ARTISTS	  	1/11/2007 SR	  		  		
					
Y … SIGUE LA MAQUINA DANDO	  	POLO URIAS Y SU MAQUINA NORTEÑA	  	1/11/2007	  		  		
					
LINEA DE ORO- LOS SUPER GRUPOS	  	VARIOUS ARTISTS	  	1/11/2007	  		  		
					
NO ME DEJES DE AMAR	  	LOS REMIS	  	1/11/2007	  		  		
					
LINEA DE ORO	  	GRUPO EXTERMINADOR	  	1/11/2007 SR	  		  		
					
LINEA DE ORO	  	LOS BONDADOSOS	  	1/11/2007 SR	  		  		
					
LINEA DE ORO	  	LOS REHENES DE JAVIER TORRES	  	1/11/2007	  		  		
					
ROMANTICOS Y ATREVIDOS	  	PABLO MONTERO & ROGELIO MARTINEZ	  	1/11/2007 SR	  		  		
					
MAS FUERTE QUE NUNCA	  	BANDA EL RECODO	  	1/11/2007 SR	  		  		
					
LINEA DE ORO- PASION CON SAX	  	VARIOUS ARTISTS	  	1/11/2007	  		  		
					
LINEA DE ORO	  	BANDA PELILLOS	  	2/22/2007	  		  		
					
2 IMPACTOS MUSICALES	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
					
NORTEÑOS POR TRADICION	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	BANDA ZORRO	  	2/22/2007 SR	  		  		
					
PARA TI … MI HISTORIA	  	ANA BARBARA	  	2/22/2007 SR	  		  		
					
PARA TI … MI HISTORIA	  	EZEQUIEL PEÑA	  	2/22/2007 SR	  		  		
					
PARA TI…NUESTRA HISTORIA	  	LOS YONIC’S	  	2/22/2007 SR	  		  		
 
42

									
TITLE	  	ARTIST	  	DATE SENT	  	DATE OF
REGISTRATION	  	REGISTRATION
NUMBER	
					
PARA TI…NUESTRA HISTORIA	  	LOS REHENES DE JAVIER TORRES	  	2/22/2007 SR	  		  		
					
PARA TI… NUESTRA HISTORIA	  	INDUSTRIA DEL AMOR	  	2/22/2007 SR	  		  		
					
PARA TI… MI HISTORIA	  	GUARDIANES DEL AMOR	  	2/22/2007 SR	  		  		
					
PARA TI…NUESTRA HISTORIA	  	CONJUNTO PRIMAVERA	  	2/22/2007 SR	  		  		
					
PARA TI…NUESTRA HISTORIA	  	LOS RIELEROS DEL NORTE	  	2/22/2007 SR	  		  		
					
PARA TI…NUESTRA HISTORIA	  	NAPOLEON	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	GRUPO ALFA 7	  	2/22/2007	  		  		
					
CADA VEZ QUE TE VAS	  	LA TROMBA DURANGUENSE DE LALO RODARTE	  	2/22/2007	  		  		
					
LINEA DE ORO	  	LOS YONIC’S	  	2/22/2007	  		  		
					
LINEA DE ORO - 80’S & 90’S	  	VARIOUS ARTISTS	  	2/22/2007	  		  		
					
LINEA DE ORO	  	LOS GREY’S	  	2/22/2007	  		  		
					
LINEA DE ORO	  	CELSO PIÑA Y SU RONDA BOGOTA	  	2/22/2007	  		  		
					
LINEA DE ORO	  	LOS MARINEROS DEL NORTE	  	2/22/2007	  		  		
					
30 SONIDERAS	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	LOS BARON DE APODACA	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	LA ORIGINAL BANDA EL LIMON	  	2/22/2007	  		  		
					
LINEA DE ORO	  	BRONCO EL GIGANTE DE AMERICA	  	2/22/2007 SR	  		  		
					
LINEA DE ORO	  	CRISTIAN	  	2/22/2007	  		  		
					
PURA PACHANGA… CON BANDA	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
					
SE QUE TRIUNFARE	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
					
UN TORNADO NORTEÑO	  	NORTEÑOS DE OJINAGA	  	2/22/2007	  		  		
					
UN ANGEL CON AMOR	  	DINORA	  	2/22/2007	  		  		
					
MIL HORAS	  	PURA CAÑA	  	2/22/2007	  		  		
					
ENAMORATE A LA MEXICANA	  	VARIOUS ARTISTS	  	2/22/2007 SR	  		  		
 
43

Subschedule III.A.4

													
 	  	Fonomusic- Direct	  	 	  	 	  	 	
 	  	Song	  	Author	  	Publisher	  	Sent	  	Received	  	Register Id	
1	  	AMANDOTE	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	FONOMUSIC, INC.	  	10/18/2006	  		  	PENDING	
2	  	AMOR RECUERDAME	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	FONOMUSIC, INC.	  	11/1/2006	  		  	PENDING	
3	  	APUNTAME AL CORAZON	  	RIGOBERTO OLIVARES	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
4	  	ATIENDA SU MUJER	  	ZACARIAS GUMS JAVALERA	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
5	  	BANDIDOS DE CORAZONES	  	LAURO GONZALEZ	  	FONOMUSIC, INC.	  	10/18/2006	  		  	PENDING	
6	  	CHEQUE FALSO	  	RAMON GREEN	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
7	  	CORAZON AJENO	  	OTONIEL SALDA#A	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
8	  	DESPUES DE TU ADIOS	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	FONOMUSIC, INC.	  	11/1/2006	  		  	pending	
9	  	DESTINO MARCADO	  	BRAULIO ESQUIVEL \ LEOPOLDO RAMIREZ URIAS	  	FONOMUSIC, INC.	  	10/13/2006	  		  	PENDING	
10	  	DIME PORQUE	  	NESTOR DANIEL HOYER	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
11	  	DIOS ME DIO UNA ESTRELLA	  	MARIA LUISA G. RAMIREZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
12	  	DONDE CRECE EL AMOR	  	CRUZ GUERRERO	  	FONOMUSIC, INC.	  	2/1/2007	  		  	PENDING	
13	  	DOS FLORES, DOS AMORES	  	BRIGIDO RAMIREZ SANCHEZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
14	  	EL AYUDANTE DE LINO	  	RAMON VEGA CUAMEA	  	FONOMUSIC, INC.	  	9/5/2006	  		  	PENDING	
15	  	EL GATO DE MARIA	  	RAFAEL RUBIO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
16	  	EL GATO PARRANDERO	  	JUAN MANUEL VASQUEZ	  	FONOMUSIC, INC.	  	10/13/2006	  		  	PENDING	
17	  	EL PRECIO	  	LUIS ENRIQUE LOPEZ VALENZUELA	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
18	  	ESTOY A PUNTO	  	JAVIER RIVERA	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
19	  	ESTOY LLORANDO	  	OTONIEL SALDA#A	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
20	  	GIRAS	  	ALEJANDRO MIGUEL VEZZANI LIENDO	  	FONOMUSIC, INC.	  	11/1/2006	  		  	PENDING	
21	  	HERMANO MIO	  	DANIEL ISAI CANALES	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
22	  	JUGAR CON FUEGO	  	JESUS ANIBAL DIAZ	  	FONOMUSIC, INC.	  	10/24/2006	  		  	PENDING	
23	  	LLANTO DE LLUVIA	  	ARTURO SANTIAGO GUZMAN	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
24	  	LO MEJOR DE MI	  	GAVINO GUERRERO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
25	  	LO PEOR DEL CASO	  	ADOLFO VALENZUELA	  	FONOMUSIC, INC.	  	10/18/2006	  		  	PENDING	
26	  	LOS DOS NOS AMAMOS	  	BRIGIDO RAMIREZ SANCHEZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
27	  	ME MINTIO	  	VICTOR HUGO YUNES CASTILLO	  	FONOMUSIC, INC.	  	10/18/2006	  		  	PENDING	
28	  	MI DICCIONARIO DE AMOR	  	CELIO DURAN	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
29	  	NO PUEDO OLVIDARTE	  	OTONIEL SALDA#A	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
30	  	NUESTRA FIESTA	  	RAFAEL RUBIO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
31	  	PAGARAS	  	EMMANUEL VIZCARRONDO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
32	  	PAGARAS CON DIOS	  	MARIA LUISA G. RAMIREZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
33	  	PIDE LO QUE QUIERAS	  	RAFAEL RUBIO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
34	  	POR QUE SERA	  	RICARDO SERRATO	  	FONOMUSIC, INC.	  	10/18/2006	  		  	PENDING	
35	  	PORQUE	  	BRIGIDO RAMIREZ SANCHEZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
36	  	QUE MARAVILLOSO	  	GUADALUPE C. SANTOS	  	FONOMUSIC, INC.	  	1/1/2007	  		  	PENDING	
37	  	QUE VOY A HACER SIN TI	  	VICTOR MEDINA	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
38	  	QUIEN	  	RAFAEL RUBIO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
39	  	QUIERO DECIRTE	  	OTONIEL SALDA#A	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
40	  	RANCHERO DE LOS BUENOS	  	RAFAEL RUBIO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
41	  	RESIGNADO	  	ALVARO CORRAL	  	FONOMUSIC, INC.	  	10/18/2006	  		  	PENDING	
42	  	SI TU SUPIERAS	  	MARIA LUISA G. RAMIREZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
43	  	TE MIRARE LLORANDO	  	ABEL HERIBERTO ZEPEDA	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
44	  	TOQUENME EL CUCU	  	LAURO GONZALEZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
45	  	TORO ZACATECANO	  	FRANCISCO SALINAS COREA	  	FONOMUSIC, INC.	  	10/13/2006	  		  	PENDING	
46	  	TRISTES RECUERDOS	  	BRIGIDO RAMIREZ SANCHEZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
47	  	TU MIRADA	  	RAFAEL RUBIO	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
48	  	UN BESO NADA MAS	  	RAUL O. GOVEA	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
49	  	UN POCO DE TU AMOR	  	REYES SOSA CORTES	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
50	  	UNA CANCION	  	BRIGIDO RAMIREZ SANCHEZ	  	FONOMUSIC, INC.	  	1/30/2007	  		  	PENDING	
51	  	VOY A OLVIDAR	  	REYES SOSA CORTES	  	FONOMUSIC, INC.	  	2/26/2007	  		  	PENDING	
52	  	WHIMBO EH	  	RAMON JIMENEZ	  	FONOMUSIC, INC.	  	10/13/2006	  		  	PENDING	
53	  	ESOS DOS ENAMORADOS	  	JULIO CESAR CAPANO	  	FONOMUSIC, INC.	  	3/20/2007	  		  	PENDING	
	  	Total of Songs Pending for copyright registration certification 53 songs as of March 26, 2007.	

	 	Page 1 of 3	 	Fonomusic	

													
 	  	Univision Music Publishing Direct	  	 	  	 	  	 	  	 	
 	  	Song	  	Author	  	Publisher	  	Sent	  	Received	  	 	
1	  	EL NUEVO TRAFICANTE	  	JUAN MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
2	  	ACAPELLA (VOY A CANTARLE A CAPELLA)	  	RAMON MELENDEZ	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
3	  	ADONDE SE FUE	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
4	  	AVIONCITO DE PAPEL	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
5	  	BOLERO CALLEJERO	  	DANIEL ACEVEDO SANTIAGO \ JOEL FE	  	UNIVISION MUSIC PUBLISHING	  	1/23/2007	  		  	PENDING	
6	  	BRUTAL	  	EDWIN ROSA VAZQUEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
7	  	BUENOS DIAS PAPA	  	LITO SOLANAS	  	UNIVISION MUSIC PUBLISHING	  	12/12/2006	  		  	PENDING	
8	  	CANCION PARA MI VIEJO	  	LITO SOLANAS	  	UNIVISION MUSIC PUBLISHING	  	12/12/2006	  		  	PENDING	
9	  	CELOSA	  	ERIC RAMIREZ \ ANTONIO AVILES	  	UNIVISION MUSIC PUBLISHING	  	1/23/2007	  		  	PENDING	
10	  	COMO GATOS Y PERROS	  	JORGE LUIS GONZALEZ	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
11	  	COMO SE QUITA EL DOLOR	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
12	  	CON ESTA HEMBRA NO SE JUEGA	  	ALTAGRACIA UGALDE MOTTA	  	UNIVISION MUSIC PUBLISHING	  	9/27/2006	  		  	PENDING	
13	  	CONMIGO NO LA HICISTE	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
14	  	CORAZON TRAICIONERO	  	LUCIO MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
15	  	CRUZANDO LA FRONTERA	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
16	  	DANIEL	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	6/23/2006	  		  	PENDING	
17	  	DEBES VOLVER	  	KEITH NIETO	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
18	  	DICEN QUE SOY TRAFICANTE ( ME DICEN EL TR	  	ALEJANDRO MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
19	  	DIME	  	JUAN MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
20	  	DISCULPAME	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
21	  	DOLOR DE AMOR	  	FABIAN FARHAT \ JORGE SILVESTRINI	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
22	  	EL AMOR	  	JUAN GUILLERMO TORRES COLON	  	UNIVISION MUSIC PUBLISHING	  	11/16/2006	  		  	PENDING	
23	  	EL BORREGUITO	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
24	  	EL CHINGUENGUENCHON	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
25	  	EL CORRIDO DE ROBERTO ESTEVANO	  	JAIME CASTELLANOS	  	UNIVISION MUSIC PUBLISHING	  	7/24/2006	  		  	Pending	
26	  	EL ENGANADO	  	JUAN MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
27	  	EL GUEY CIENEGUERO	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
28	  	EL MURO	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	10/18/2006	  		  	PENDING	

29	  	EL PAJARO CARPINTERO Y LA GUACAMAYA	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
30	  	EL TENTEPIE	  	SAMUEL ROJAS GUZMAN	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
31	  	EL VINO EN LA MEZA	  	GENARO VIDALES	  	UNIVISION MUSIC PUBLISHING	  	3/19/2007	  		  	PENDING	
32	  	ELLA	  	WILLIAM ERIC WATSON BLANCO	  	UNIVISION MUSIC PUBLISHING	  	8/11/2006	  		  	PENDING	
33	  	EN LA RADIO	  	ALEJANDRO ALONSO HUESCA	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
34	  	ERES FUEGO MI AMOR	  	ERNESTO CERVANTES ACOSTA \ RICAF	  	UNIVISION MUSIC PUBLISHING	  	9/27/2006	  		  	PENDING	
35	  	ES AMOR	  	DANNY MEJIA	  	UNIVISION MUSIC PUBLISHING	  	11/12/2006	  		  	PENDING	
36	  	ESTA DESPEDIDA	  	ALEJANDRO MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
37	  	ESTAMOS READY	  	PEDRO TORRES VAZQUEZ \ EMANUEL \	  	UNIVISION MUSIC PUBLISHING	  	1/23/2007	  		  	PENDING	
38	  	HER BROKEN HEART	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
39	  	HILIANA	  	DANNY MEJIA	  	UNIVISION MUSIC PUBLISHING	  	11/22/2006	  		  	PENDING	
40	  	INTERLUDE—I’M SORRY	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
41	  	INTRO...GAME 7	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
42	  	JULAJU	  	EDWIN ROSA VAZQUEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
43	  	LA BOMBITA	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
44	  	LA CAMPAMOCHA	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
45	  	LA CHANGA Y EL LEON	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
46	  	LA CUMBIA DEL FORASTERO	  	JOSE MARTIN HERRERA REBOLLEDO	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
47	  	LA DUDA	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	6/23/2006	  		  	PENDING	
48	  	LA LAGARTIJA PANTIONERA	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
49	  	LA PIPISCA (LA PIPIZCOL)	  	GERARDO RAMIREZ GALLARDO	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
50	  	LE HECHE LOS PERROS A LAURA	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
51	  	LINDA MORENITA	  	LUCIO MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
52	  	LOS BUENOS AMIGOS	  	CLAUDIO CORSI	  	UNIVISION MUSIC PUBLISHING	  	2/26/2007	  		  	PENDING	
53	  	ME ATREVO	  	DANIEL ACEVEDO SANTIAGO \ JOEL MC	  	UNIVISION MUSIC PUBLISHING	  	12/8/2006	  	1/23/2007	  	PENDING	
54	  	ME EXTRANARAS	  	LEONARDO FREGOSO HERNANDEZ	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
55	  	MI VIDA	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
56	  	MIENTES	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
57	  	MIRAME	  	JUAN GUILLERMO TORRES COLON	  	UNIVISION MUSIC PUBLISHING	  	11/16/2006	  		  	PENDING	
58	  	MUCHACHA PRECIOSA	  	LUCIO MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
59	  	MY FANTASY	  	DANNY MEJIA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
60	  	NECESITO TU AMOR	  	LEONEL ENRIQUE URIAS CAMACHO	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
61	  	NO HAGAS FUEGO	  	GENARO VIDALES	  	UNIVISION MUSIC PUBLISHING	  	3/19/2007	  		  	PENDING	
62	  	NO PUEDO AMARTE	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
63	  	OUTRO—OVERTIME	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
64	  	PA’L PUEBLO	  	GERARDO RAMIREZ GALLARDO	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
65	  	PARA SER FELIZ	  	WILLIAM ERIC WATSON BLANCO	  	UNIVISION MUSIC PUBLISHING	  	8/11/2006	  		  	PENDING	
66	  	POBRE Y ORGULLOSA	  	JUAN MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
67	  	PORQUE TE VAS DE MI	  	LUCIO MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
68	  	PRUEBA MI SABOR	  	JUAN GUILLERMO TORRES COLON	  	UNIVISION MUSIC PUBLISHING	  	11/16/2006	  		  	PENDING	
69	  	PURO CHILE Y FRIJOLES	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
70	  	QUIERO VOLVER	  	JOSE ALFREDO BONIFAZ	  	UNIVISION MUSIC PUBLISHING	  	10/13/2006	  		  	PENDING	
71	  	QUISIERA ESTAR CONTIGO	  	JUAN MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
72	  	QUISIERA MORIR	  	JAIME DE LEON	  	UNIVISION MUSIC PUBLISHING	  	3/19/2007	  		  	PENDING	
73	  	RAZA DE ACCION	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
74	  	SENORA TENTACION	  	JOEL FELICIANO ROMERO	  	UNIVISION MUSIC PUBLISHING	  	1/23/2007	  		  	PENDING	
75	  	SHORTY, SHORTY	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	pending	
76	  	SI LA VES	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	Pending	
77	  	SI ME DAS UN BESO	  	FELIPE BARRIENTOS (BMI)	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
78	  	SI TU QUIERES VOLVER	  	ERNESTO CERVANTES ACOSTA \ RICAF	  	UNIVISION MUSIC PUBLISHING	  	9/27/2006	  		  	PENDING	
79	  	SOY UN LEON PARA US VIEJAS	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
80	  	SR. SUEGRO	  	JUAN M. RODRIGUEZ GARCIA	  	UNIVISION MUSIC PUBLISHING	  	1/23/2007	  		  	PENDING	
81	  	TE EXTRANO (UN TE QUIERO)	  	ALTAGRACIA UGALDE MOTTA	  	UNIVISION MUSIC PUBLISHING	  	9/27/2006	  		  	PENDING	
82	  	TE QUIERO, TE QUIERO	  	IVAN RUIZ AYALA	  	UNIVISION MUSIC PUBLISHING	  	9/5/2006	  		  	PENDING	
83	  	TE VAS DE AQUI	  	DANNY MEJIA	  	UNIVISION MUSIC PUBLISHING	  	11/22/2006	  		  	PENDING	
84	  	TENIENDOTE A TI	  	LEONEL ENRIQUE URIAS CAMACHO \ HO	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
85	  	THE WAY I FEEL	  	STEVEN TEJADA	  	UNIVISION MUSIC PUBLISHING	  	12/5/2006	  		  	PENDING	
86	  	TODO ERES TU	  	JUAN GUILLERMO TORRES COLON	  	UNIVISION MUSIC PUBLISHING	  	11/16/2006	  		  	PENDING	
87	  	TU	  	DANNY MEJIA	  	UNIVISION MUSIC PUBLISHING	  	11/22/2006	  		  	PENDING	
88	  	TU AMOR Y TUS BESOS	  	KEITH NIETO	  	UNIVISION MUSIC PUBLISHING	  	10/18/2006	  		  	PENDING	
89	  	VALENTE MARTINEZ	  	JUAN MONDRAGON	  	UNIVISION MUSIC PUBLISHING	  	8/9/2006	  		  	PENDING	
90	  	YA SUELTAMELO	  	MAXIMINO CHAVEZ	  	UNIVISION MUSIC PUBLISHING	  	2/20/2007	  		  	PENDING	
91	  	YA TE PUEDES IR	  	ALTAGRACIA UGALDE MOTTA	  	UNIVISION MUSIC PUBLISHING	  	9/27/2006	  		  	PENDING	
	  	Total Registrations Pending for Copyright Certification 91 Songs as of March 26, 2007	

	 	Page 2 of 3	 	UMP-Cesion	

															
 	  	Univision Music Publishing - VN Fan	  	 	
 	  	Song	  	Author	  	Publisher	  	Sent	  	Received	  	Register Id	  	 	
1	  	EL ASESINO ENHIERVADO (EL ONDEA’O)	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	2/26/2007	  		  	PENDING	  		
2	  	EL POLLERO DE TIJUANA	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	3/19/2007	  		  	PENDING	  		
3	  	EL RECLAMO	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	3/19/2007	  		  	PENDING	  		
4	  	LA CHOCANTE	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	3/19/2007	  		  	PENDING	  		
5	  	LAS DOS MESERAS	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	3/19/2007	  		  	PENDING	  		
6	  	MIS TRES AMIGOS	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	3/19/2007	  		  	PENDING	  		
7	  	TIERRA DE TIGRES	  	FRANCISCO QUINTERO ORTEGA	  	UNIVISION MUSIC PUBLISHING - VN FAN	  	3/19/2007	  		  	PENDING	  		
	  	Total Songs pending for copyright certification 7 As of March 26, 2007	

	 	Page 3 of 3	 	UMP-VN-Fanl	

SCHEDULE III
U.S. COPYRIGHTS, PATENTS AND TRADEMARKS
A. Copyrights
U.S. Copyright Registrations and Applications

Title	  	Author	  	Registration Number
or Date Filed	

	  		  		
See attached Subschedules III.A.1, III.A.2, III.A.3 and III.A.4
B. Patents
U.S. Patents
None.
U.S. Patent Applications
None.

C.	Trademarks	
U.S. Federal Trademarks

COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	107.7 FM LA INVASORA MUCHA MAS MUSICA AND DESIGN (KINV)
 
	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material, and the production and distribution of radio commercials in Int’l Class 35.
 
Radio broadcasting services in Int’l Class 38.
 
Entertainment services in the nature of on-going radio programs via a global computer network featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,995,560
 
13 SEP 2005	  	76/520,402
 
08 MAY 2003	  	13 SEP 2015	  	Registered.	
								
UNITED STATES	  	7 A LAS 7 (KSOL)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and placing advertisements on television for others in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of radio broadcast music, events, advertising and programs featuring variety, news, talk shows, listener call-in contests, promotions and traffic reports in Int’l Class 41.	  	Univision Radio, Inc.	  	2,448,978
 
08 MAY 2001	  	75/898,896
 
14 JAN 2000	  	08 MAY 2011	  	Registered.	
								
UNITED STATES	  	A QUE NO TE ATREVES	  	Entertainment services, namely, a recurring television game program involving audience participation in Int’l Class 41.	  	UNLP	  	2,383,181
 
05 SEP 2000	  	75/817,283
 
7 OCT 1999	  		  	Registered.	
 
III-2

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	ACCION EXTRA	  	Entertainment services, namely, a recurring television program featuring sports events in Int’l Class 41.	  	UCI	  	2,677,674
 
21 JAN 2003	  	76/388,570
 
29 MAR 2002	  	21 JAN 2013	  	Registered.	
								
UNITED STATES	  	AL DESNUDO	  	Entertainment services, namely, a recurring television program focused on contemporary issues affecting young Hispanics in Int’l Class 41.	  	UCI	  	2,526,041
 
01 JAN 2002	  	76/000,943
 
15 MAR 2000	  	01 JAN 2012	  	Registered.	
								
UNITED STATES	  	AMOR (KLVE/KXTN/WAMR)	  	Primarily Spanish language radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,057,449
 
29 APR 1997	  	75/122,033
 
19 JUN 1996	  	29 APR 2007	  	Registered.	
								
UNITED STATES	  	AMOR AND DESIGN
 
	  	Radio broadcasting services principally in the Spanish language in Int’l Class 38.	  	Univision Radio Florida, LLC	  	2,207,303
 
01 DEC 1998	  	75/418,634
 
15 JAN 1998	  	01 DEC 2008	  	Registered.	
								
UNITED STATES	  	AÑORANZAS DE MI PUEBLO	  	Phonograph records, sound recordings, compact discs and pre-recorded cassette tapes all featuring music in Int’l Class 9.	  	UCI	  	3,136,769
 
29 AUG 2006	  	78/466,550
 
12 AUG 2004	  	29 AUG 2016	  	Registered.	
								
UNITED STATES	  	AQUI SUENA LA QUE BUENA (105.1 – CHICAGO)	  	Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	3,152,447
 
10 OCT 2006	  	76/251,317
 
04 MAY 2001	  	10 OCT 2016	  	Registered.	
								
UNITED STATES	  	AQUI Y AHORA	  	Entertainment services, namely, a Spanish language news and current events television program in Int’l Class 41.	  	UNLP	  	2,081,224
 
22 JUL 1997	  	75/111,419
 
29 MAY 1996	  	22 JUL 2007	  	Registered.	
 
III-3

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	ARCOIRIS MUSICAL MEXICANO AND DESIGN
 
	  	Phonograms, sound recordings, compact discs, pre-recorded cassette tapes in lnt’l Class 9.	  	UCI	  	2,839,582
 
11 MAY 2004	  	76/451,630
 
23 SEP 2002	  	11 MAY 2014	  	Registered.	
								
UNITED STATES	  	ASI ME LO CONTARON
 
ASI ME LO CONTARON	  	Entertainment services, namely, providing an on going radio talk show program in Int’l Class 41.	  	UCI	  		  	78/646,290
 
08 JUN 2005	  		  	Pending.	
								
UNITED STATES	  	A TU RITMO (HBC NETWORK)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,595,349
 
16 JUL 2002	  	76/024,278
 
12 APR 2000	  	16 JUL 2012	  	Registered.	
								
UNITED STATES	  	CALIENTE	  	Primarily Spanish language radio broadcasting services in Int’l Class 38.	  	Univision Radio Florida, LLC	  	2,330,477
 
21 MAR 2000	  	75/122,031
 
19 JUN 1996	  		  	Registered.	
								
UNITED STATES	  	CALIENTE AND DESIGN
 
	  	Entertainment services, namely a Spanish language television variety program featuring music, dancing, interviews with artists and performers, centered on a beach party format for teenage and young adult audiences in Int’l Class 41.	  	UNLP	  	2,011,028
 
22 OCT 1996	  	74/632,015
 
09 FEB 1995	  	22 OCT 2016	  	Registered.	
 
III-4

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	CHICAGO AL DIA (WIND)	  	Entertainment services in the nature of on-going programs in the field of news and community affairs in Int’l Class 41.	  	Univision Radio, Inc.	  	2,261,789
 
20 JUL 1999	  	75/096,742
 
30 APR 1996	  	20 JUL 2009	  	Registered.	
								
UNITED STATES	  	CHON (KLNV-FM 106.5/SAN DIEGO)	  	Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	3,056,151
 
31 JAN 2006	  	78/229,893
 
25 MAR 2003	  	31 JAN 2016	  	Registered.	
								
UNITED STATES	  	CLUB AMERICA	  	Entertainment services, namely, a continuing television drama program in lnt’l Class 41.	  	UCI	  	2,591,204
 
09 JUL 2002	  	76/244,195
 
20 APR 2001	  	09 JUL 2012	  	Registered.	
								
UNITED STATES	  	CON CIERTA INTIMIDAD	  	Entertainment services, namely, a recurring television program featuring popular musical artists performing in an intimate setting in Int’l Class 41.	  	UCI	  	2,530,669
 
15 JAN 2002	  	76/000,942
 
15 MAR 2000	  	15 JAN 2012	  	Registered.	
								
UNITED STATUS	  	CONEXIÓN DEPORTE	  	Entertainment services, namely, a recurring television sports magazine program featuring the best action and greatest moments in extreme sports and competition in Int’l Class 41.	  	UCI	  		  	76/664,917
 
21 AUG 2006	  		  	Pending.	
 
III-5

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	CON ORGULLO MEXICANO	  	Advertising services, namely, promoting the goods and services of others through the telecommunication channels, the global network, and through distribution of printed materials in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Radio entertainment services in the nature of ongoing audio programs featuring music, news, talk shows, listener call-ins, public service announcements, traffic reports, and special events, namely, grand openings, remote broadcasts, sports, charities, festivals and listener; Educational and entertainment services, namely, providing motivational and educational speakers in Int’l Class 41.	  	Univision Radio, Inc.	  	3,065,028
 
07 MAR 2006	  	78/327,627
 
13 NOV 2003	  	07 MAR 2016	  	Registered.	
								
UNITED STATES	  	CON SAZÓN DE ESTE A OESTE	  	Entertainment and education services, namely, a recurring radio show in Int’l Class 41,	  	UCI	  		  	76/651,396
 
02 DEC 2005	  		  	Pending.	
								
UNITED STATES	  	CONTROL AND DESIGN
 
     	  	Entertainment services in the form of an ongoing television variety program for teenage and young adult audiences in Int’l Class 41.	  	UNLP	  	1,902,000
 
27 JUN 1995	  	74/541,216
 
24 JUN 1994	  	27 JUN 2015	  	Registered.	
								
UNITED STATES	  	CUENTAS CLARAS	  	Entertainment and education services, namely, a recurring radio program in Int’l Class 41.	  	UCI	  		  	76/651,329
 
02 DEC 2005	  		  	Pending.	
								
UNITED STATUS	  	CUENTAS CLARAS	  	Entertainment and education services, namely, providing information to the public on finances and investments by way of televised public service announcements, on internet web pages, and at community fairs in Int’l Class 41.	  	UCI	  		  	76/664,110
 
04 AUG 2006	  		  	Pending.	
 
III-6

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	!DE CABEZA!
 
	  	Entertainment services, namely, a recurring television cartoon program in Int’l Class 41.	  	UCI	  	2,837,727
 
04 MAY 2004	  	76/383,409
 
14 MAR 2002	  		  	Registered.	
								
UNITED STATUS	  	DECORANDO CONTIGO AND DESIGN

 
(Galavision program)	  	Entertainment services, namely, a recurring television program focusing on design in Int’l Class 41.	  	UCI	  		  	77/049,895
 
22 NOV 2006	  		  	Pending.	
								
UNITED STATES	  	DESAYUNO MUSICAL (WAMR)	  	Entertainment services in the nature of radio programs in Int’l Class 41.	  	Univision Radio, Inc.	  	1,733,657
 
17 NOV 1992	  	74/097,189
 
14 SEP 1990	  	17 NOV 2012	  	Registered.	
								
UNITED STATES	  	DESPIERTA AMERICA	  	Entertainment services, namely, a continuing morning variety, talk, news and community service television program in Int’l Class 41.	  	UCI	  	2,202,092
 
03 NOV 1998	  	75/241,089
 
13 FEB 1997	  	03 NOV 2008	  	Registered.	
								
UNITED STATES	  	DISCOS CISNE	  	Audio discs and audio tapes featuring music; music video recordings in Int’l Class 9.	  	FONOVISA,
INC.	  	2,741,282
 
29 JUL 2003	  	76/390,957
 
03 APR 2002	  	29 JUL 2013	  	Registered.	
								
UNITED STATES	  	EL BLA-BLAZO	  	Entertainment services, namely a recurring television game show with audience participation in Int’l Class 41.	  	UNLP	  	2,346,031
 
25 APR 2000	  	75/451,056
 
16 MAR 1998	  	25 APR 2010	  	Registered.	
 
III-7

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	EL BLA-BLAZO AND DESIGN
 
	  	Entertainment services, namely a recurring television game show with audience participation in Int’l Class 41.	  	UNLP	  	2,274,211
 
31 AUG 1999	  	75/504,793
 
18 JUN 1998	  	31 AUG 2009	  	Registered.	
								
UNITED STATES	  	EL CAMERINO	  	Entertainment services, namely a recurring television program focused on the lifestyles and interests of music celebrities in Int’l Class 41.	  	UCI	  	3,118,129
 
18 JUL 2006	  	78/449,199
 
12 JUL 2004	  	18 JUL 2016	  	Registered.	
								
UNITED STATES	  	EL CONSULTORIO DE LA DOCTORA ALIZA	  	Radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,966,552
 
12 JUL 2005	  	78/331,529
 
21 NOV 2003	  	12 JUL 2015	  	Registered.	
								
UNITED STATES	  	EL CORBATON	  	Entertainment services, namely, the name for an on-air radio personality in Int’l Class 41.	  	UCI	  		  	76/651,314
 
05 DEC 2005	  		  	Pending.	
								
UNITED STATES	  	EL GARAJE	  	Advertising services, namely, promoting the goods and services of others by arranging for sponsors to affiliate their goods and services with a radio program in Int’l Class 35;
 
Repair restoration an maintenance services, namely, providing advice concerning repair, maintenance and restoration of automobiles and other vehicles in Int’l Class 37;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment and education services in the nature of on-going audio programs via telecommunication channels, namely, a radio program about automobiles and other vehicles, talk show, featuring listener call-ins and information concerning automobiles via global computer network in Int’l Class 41.	  	Univision Radio, Inc.	  	2,963,961
 
28 JUN 2005	  	78/328,312
 
14 NOV 2003	  	28 JUN 2015	  	Registered.	
 
III-8

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	EL GORDO Y LA FLACA AND DESIGN
 
	  	Entertainment services, namely, a recurring gossip television program in Int’l Class 41.	  	UNLP	  	2,361,616
 
27 JUN 2000	  	75/600,697
 
03 DEC 1998	  	27 JUN 2010	  	Registered.	
								
UNITED STATUS	  	EL RASTRO DEL CRIMEN
 
(Galavision program)	  	Entertainment services, namely, a recurring television program concerning crimes and crime solving in Int’l Class 41.	  	UCI	  	3,190,714
 
02 JAN 2007	  	76/651,337
 
02 DEC 2005	  	02 JAN 2017	  	Registered.	
								
UNITED STATES	  	EL SOL DE LA BAHIA	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed materials and telecommunication channels in Int’l Class 35;	  	Univision Radio, Inc.	  	2,434,719
 
13 MAR 2001	  	75/748,091
 
12 JUL 1999	  	13 MAR 2011	  	Registered.	
								
	  		  	Audio and radio broadcasting services in Int’l Class 38;	  		  		  		  		  		
								
	  		  	Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in lnt’l Class 41.	  		  		  		  		  		
								
UNITED STATES	  	EN ESTA ESQUINA	  	Entertainment services, namely, a recurring television program featuring boxing in Int’l Class 41.	  	UCI	  	2,659,380
 
10 DEC 2002	  	76/388,373
 
27 MAR 2002	  	10 DEC 2012	  	Registered.	
								
UNITED STATES	  	EN PERSONA AND DESIGN
 
	  	Entertainment services, namely, a recurring television program featuring biographies of entertainment celebrities and superstars in Int’l Class 41.	  	UCI	  	2,406,400
 
21 NOV 2000	  	75/897,182
 
14 JAN 2000	  	21 NOV 2010	  	Registered.	
 
III-9

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	ENTERATE	  	Promoting public awareness of the need for healthy lifestyles and health awareness in the areas of fitness, illness prevention, nutrition and detection and management of illnesses, in the Latino community by means of televised public service announcements in Int’l Class 35.	  	UCI	  	3,043,428
 
17 JAN 2006	  	76/575,792
 
17 FEB 2004	  	17 JAN 2016	  	Registered.	
								
UNITED STATES	  	EN TOTAL (CORPORATE)	  	Providing an on-line computer database featuring marketing information and advertising services, namely, promoting the goods and services of others through telecommunication channels in Int’l Class 35.	  	Univision Radio, Inc.	  	2,534,625
 
29 JAN 2002	  	75/771,280
 
09 AUG 1999	  	29 JAN 2012	  	Registered.	
								
UNITED STATES	  	ESCANDALO TV	  	Entertainment services, namely, a recurring live television variety program featuring updates on current events and entertainment news in Int’l Class 41.	  	UCI	  	2,829,665
 
06 APR 2004	  	76/515,250
 
19 MAY 2003	  	06 APR 2014	  	Registered.	
								
UNITED STATES	  	ESTAMOS UNIDOS	  	Entertainment services, namely, a recurring television situation comedy program in Int’l Class 41.	  	UCI	  	2,595,124
 
16 JUL 2002	  	75/887,003
 
04 JAN 2000	  	16 JUL 2012	  	Registered.	
								
UNITED STATES	  	ESTEREO LATINO (KLTN)	  	Radio broadcasting in Int’l Class 41.	  	Univision Radio, Inc.	  	1,852,658
 
06 SEP 1994	  	74/302,533
 
10 AUG 1992	  	06 SEP 2014	  	Registered.	
								
UNITED STATES	  	ESTEREO SOL (KSOL/KZOL)	  	Radio broadcasting services in Int’l Class 41.	  	Univision Radio, Inc.	  	2,132,248
 
27 JAN 1998	  	75/211,582
 
11 DEC 1996	  	27 JAN 2008	  	Registered.	
								
UNITED STATES	  	FONOVISA	  	Cassette tapes, compact discs and phonograph records bearing musical sound recordings in Int’l Class 9;
 
Posters in Int’l Class 16.	  	FONOVISA, INC.	  	1,782,485
 
20 JUL 1993	  	74/290,889
 
01 JUL 1992	  	20 JUL 2013	  	Registered.	
 
III-10

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	FONOVISA AND F DESIGN
 
     	  	Musical sound recordings in Int’l Class 9;
 
Posters in Int’l Class 16.	  	FONOVISA,
INC.	  	2,279,877
 
21 SEP 1999	  	75/349,356
 
29 AUG 1997	  	21 SEP 2009	  	Registered.	
								
UNITED STATES	  	FONOVISA AND F DESIGN
 
     	  	Pre-recorded videotapes and videocassettes featuring entertainment programs in Int’l Class 9;
 
Printed matter namely, books, magazines, newsletters, printed paper signs, stickers, posters, photographs, greeting cards, post cards, collectible trading cards and informational brochures, all the aforementioned goods in the subject of entertainment, music and the performing arts in Int’l Class 16.	  	FONOVISA,
INC.	  	2,279,948
 
21 SEP 1999	  	75/380,436
 
28 OCT 1997	  	21 SEP 2009	  	Registered.	
								
UNITED STATES	  	FONOVISA RECORDS	  	Music sound recordings in the form of compact discs, cassette tapes, minidiscs, and cd-roms; audio and video recordings, in the form of tapes, dvds, and cartridges featuring music in Int’l Class 9.	  	FONOVISA,
INC.	  	2,876,889
 
24 AUG 2004	  	76/547,944
 
29 SEP 2003	  	24 AUG 2014	  	Registered.	
								
UNITED STATES	  	FONOVISA RECORDS AND DESIGN	  	Music sound recordings in the form of compact discs, cassette tapes, minidiscs, and cd-roms; audio and video recordings, in the form of tapes, dvds, and cartridges featuring music in Int’l Class 9.	  	FONOVISA,
INC.	  	2,881,181
 
07 SEP 2004	  	76/547,943
 
29 SEP 2003	  	07 SEP 2014	  	Registered.	
								
UNITED STATES	  	FUERA DE SERIE	  	Entertainment services, namely, a Spanish language television program covering sports events, personalities, and current events in Int’l Class 41.	  	UNLP	  	2,059,810
 
06 MAY 1997	  	74/658,717
 
10 APR 1995	  	06 MAY 2007	  	Registered.	
 
III-11

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	FUTBOL LIGA MEXICANA AND DESIGN
 
	  	Entertainment services in the nature of on-going Spanish language television programs in the field of sports in Int’l Class 41.	  	UCI	  		  	76/633,809
 
22 MAR 2005	  		  	Pending.	
								
UNITED STATES	  	G AND DESIGN
 
	  	Free and cable television broadcasting and television program production services in Int’l Classes 38 and 41.	  	UNLP	  	2,339,633
 
11 APR 2000	  	75/395,754
 
25 NOV 1997	  	11 APR 2010	  	Registered.	
								
UNITED STATES	  	GALA SCENE	  	Entertainment services, namely, a recurring bilingual television program focused on the lifestyles and interests of young urban Latinos in Int’l Class 41.	  	UCI	  	2,613,207
 
27 AUG 2002	  	76/000,941
 
15 MAR 2000	  	27 AUG 2012	  	Registered.	
								
UNITED STATES	  	GALERIA	  	Entertainment services, namely, a recurring television story segment appearing during recurring television news program in Int’l Class 41.	  	UTG	  	2,299,979
 
14 DEC 1999	  	75/587,546
 
12 NOV 1998	  	14 DEC 2009	  	Registered.	
								
UNITED STATES	  	GIORGIOMANIA	  	Entertainment services, namely, a weekly children’s variety television program in Int’l Class 41.	  	UNLP	  	2,270,664
 
17 AUG 1999	  	75/505,000
 
16 JUN 1998	  	17 AUG 2009	  	Registered.	
 
III-12

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	HBC	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,401,790
 
07 NOV 2000	  	75/762,051
 
27 JUL 1999	  		  	Registered.	
								
UNITED STATES	  	HBC HISPANIC
BROADCASTING
CORPORATION	  	Audio and radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,647,741
 
12 NOV 2002	  	75/762,052
 
27 JUL 1999	  	12 NOV 2012	  	Registered.	
								
UNITED STATES	  	HBC HISPANIC
BROADCASTING
CORPORATION	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,495,810
 
09 OCT 2001	  	75/980,681
 
27 JUL 1999	  	09 OCT 2011	  	Registered.	
 
III-13

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	HBC HISPANIC BROADCASTING CORPORATION AND DESIGN
 
   	  	Audio and radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,650,978
 
19 NOV 2002	  	75/762,054
 
27 JUL 1999	  	19 NOV 2012	  	Registered.	
								
UNITED STATES	  	HBC HISPANIC BROADCASTING CORPORATION AND DESIGN
 
     	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;	  	Univision Radio, Inc.	  	2,535,677
 
05 FEB 2002	  	75/980,523
 
27 JUL 1999	  	05 FEB 2012	  	Registered.	
								
	  		  	Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  		  		  		  		  		
								
UNITED STATES	  	HBC HISPANIC BROADCASTING CORPORATION (COLOR LOGO)
 
     	  	Audio and radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,647,742
 
12 NOV 2002	  	75/762,053
 
27 JUL 1999	  	12 NOV 2012	  	Registered.	
 
III-14

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	HBC HISPANIC BROADCASTING CORPORATION AND (COLOR) DESIGN
 
	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,647,902
 
12 NOV 2002	  	75/980,806
 
27 JUL 1999	  	12 NOV 2012	  	Registered.	
								
UNITED STATES	  	HBC RADIO NETWORK	  	Providing radio advertising services for others in Int’l Class 35;
 
Radio broadcasting services; broadcasting programs via a global computer network in Int’l Class 38;
 
Entertainment services in the nature of radio programs featuring music, news, talk shows, listener call-ins, educational topics, contests and traffic reports in Int’l Class 41.	  	Univision Radio, Inc.	  	2,449,835
 
08 MAY 2001	  	75/662,179
 
17 MAR 1999	  	08 MAY 2011	  	Registered.	
								
UNITED STATES	  	HISPANIC BROADCASTING CORPORATION (SUPPLEMENTAL REG.)	  	Providing radio advertising services for others in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Educational and entertainment services in the nature of audio and radio broadcast music, events, advertising and programs featuring variety, news, talk shows, listener call-in, contests, promotions, and traffic reports in Int’l Class 41.	  	Univision Radio, Inc.	  	2,308,115
 
11 JAN 2000	  	75/662,199
 
17 MAR 1999	  	11 JAN 2010	  	Registered.	
 
III-15

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	HISPANIC BROADCASTING CORPORATION	  	Providing radio advertising services for others in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Educational and entertainment services in the nature of audio and radio broadcast music, events, advertising and programs featuring variety, news, talk shows, listener call-in, contests, promotions, and traffic reports in Int’l Class 41.	  	Univision Radio, Inc.	  	2,543,848
 
05 MAR 2002	  	75/821,025
 
12 OCT 1999	  	05 MAR 2012	  	Registered.	
								
UNITED STATES	  	H EL HANDYMAN EN SU CASA AND DESIGN
 
     	  	Entertainment services, namely, a radio program focused on house repairs in Int’l. Class 41.	  	UCI	  	3,010,395
 
01 NOV 2005	  	76/611,074
 
13 SEP 2004	  	01 NOV 2015	  	Registered.	
								
UNITED STATES	  	INOLVIDABLES AL MEDIODIA (KLVE/LOS ANGELES)	  	Advertising services, namely, promoting the goods and services of others through telecommunication channels, the global computer network and through distribution of printed materials in Int’l Class 35;	  	Univision Radio, Inc.	  	2,918,525
 
18 JAN 2005	  	76/531,196
 
22 JUL 2003	  	18 JAN 2015	  	Registered.	
								
	  		  	Radio broadcasting services in Int’l Class 38;	  		  		  		  		  		
								
	  		  	Entertainment and education services in the nature of on-going audio programs provided via telecommunication channels, featuring music, news, talk shows, listener call-ins, public service, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  		  		  		  		  		
 
III-16

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	KEEP GROWING. WE ARE.	  	Providing advertising services for others on television, radio and online media platforms in Int’l Class 35;
 
Television and radio production, programming, distribution and broadcasting in Int’l Class 38.	  	UCI	  		  	76/664,546
 
14 AUG 2006	  		  	Pending.	
								
UNITED STATES	  	KESS	  	Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of radio programming featuring music, variety shows, news, talk shows, listener call-ins, contests, traffic reports, promotions and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,637,959
 
22 OCT 2002	  	75/824,253
 
15 OCT 1999	  	22 OCT 2012	  	Registered.	
								
UNITED STATES	  	K-LOVE (KTNQ/KLVE)	  	Designing and developing advertising for others; and promoting the goods and services of others through the distribution of printed material, promotion events, contests and by broadcast of radio commercials in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of radio programming featuring news and talk shows, music, traffic reports, and listener call-in shows in Int’l Class 41.	  	Univision Radio, Inc.	  		  	75/430,440
 
06 FEB 1998	  		  	Suspended.	
 
III-17

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	K (HEART) LOVE (STYLIZED)
 
(KOVE- HOUSTON)
 
	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and providing advertising for others on radio and a global computer network, in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of ongoing audio programs provided via radio and a global computer network, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely grand openings, remote broadcasts, sports, charities, festivals and listener contests. in Int’l Class 41.	  	Univision Radio, Inc.	  		  	76/525,620
 
18 JUN 2003	  		  	Suspended.	
								
UNITED STATES	  	KL(HEART SHAPED O)VE (STYLIZED) (KLQV SAN DIEGO)
 
	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and providing advertising for others on radio and a global computer network in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, public service, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  		  	76/525,621
 
18 JUN 2003	  		  	Suspended.	
 
III-18

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	KLOVE (KOVE- HOUSTON)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and providing advertising for others on radio and a global computer network in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of ongoing audio programs provided via radio and global computer network, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  		  	76/525,622
 
18 JUN 2003	  		  	Suspended.	

								
UNITED STATES	  	KL(HEART SHAPED O)VE (STYLIZED IN BLACK BOX)
 
	  	Advertising services, namely, promoting the goods and services of others by preparing and placing advertisements through telecommunication channels, including, on-line, radio, and the global computer network and through distribution of printed materials in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided via, on-line, radio and the global computer network, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  		  	78/159,861
 
30 AUG 2002	  		  	Suspended.	
 
III-19

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	KSOL	  	Advertising services, namely, promoting the goods and services of others through telecommunication channels, the global computer network and through distribution of printed materials in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment and education services in the nature of on-going audio programs provided via telecommunication channels, featuring music, news, talk shows, listener call-ins, public service, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,853,134
 
15 JUN 2004	  	76/527,089
 
01 JUL 2003	  	15 JUN 2014	  	Registered.	
								
UNITED STATES	  	LA CADENA DEL MUNDIAL	  	Television broadcasting services in Int’l Class 38.	  	UNLP	  	2,427,865
 
13 FEB 2001	  	75/587,198	  	12 NOV 2000	  	Registered.	
								
UNITED STATES	  	LA CALLE RECORDS	  	Phonograms, sound recordings, compact discs, pre-recorded cassette tapes in Int’l Class 9.	  	UCI	  		  	78/424,078
 
05 MAY 2004	  		  	Pending.	
								
UNITED STATES	  	LA CUBANISIMA	  	Radio broadcasting services directed toward Spanish speaking radio listeners in Int’l Class 38.	  	Univision Radio Florida, LLC	  	1,065,941
 
17 MAY 1977	  	73/077,856
 
20 FEB 1976	  	06 NOV 1997	  	Registered.	
 
III-20

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	LA JEFA (KKRG)	  	Advertising services, namely, promoting the goods and services of others through telecommunication channels and the distribution of printed material in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,769,321
 
30 SEP 2003	  	78/184,835
 
13 NOV 2002	  	30 SEP 2013	  	Registered.	
								
UNITED STATES	  	LA KALLE
 
	  	Radio broadcasting services in Int’l Class 38.	  	UCI	  	3,097,264
 
30 MAY 2006	  	76/641,089
 
20 JUN 2005	  	30 MAY 2016	  	Registered.	
								
UNITED STATES	  	LA NUEVA (KSCA)	  	Radio broadcasting services in Int’l Class 38 (amended from IC 41).	  	Univision Radio, Inc.	  		  	75/346,357
 
25 AUG 1997	  		  	Pending.	
								
UNITED STATES	  	LA PICUDA	  	Radio broadcasting services in Int’l Class 38.	  	UCI	  	3,207,217
 
13 FEB 2007	  	76/657,214
 
24 MAR 2006	  	13 FEB 2007	  	Registered.	
 
III-21

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	LA RADIO QUE HABLA (KTNQ/KLVE)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,405,784
 
21 NOV 2000	  	75/762,050
 
27 JUL 1999	  	21 NOV 2010	  	Registered.	
								
UNITED STATES	  	LA SUPER PELICULA AND DESIGN
 
	  	Entertainment services, namely, a series of television programs featuring movies in Int’l Class 41.	  	UCI	  	2,235,633
 
30 MAR 1999	  	75/226,052
 
15 JAN 1997	  	30 MAR 2009	  	Registered.	
 
III-22

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	LATINO MIX (105.9 FM/PHOENIX)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,721,712
 
03 JUN 2003	  	75/784,168
 
25 AUG 1999	  	03 JUN 2013	  	Registered.	
								
UNITED STATES	  	LA TREMENDA (STYLIZED) (WIND/WOJO)
 
	  	Radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	1,524,843
 
14 FEB 1989	  	73/704,727
 
11 JAN 1988	  	14 FEB 2009	  	Registered.	
								
UNITED STATES	  	LA VIDA ES UNA NOVELA AND DESIGN
 
	  	Entertainment services, namely, a radio program focusing on highlights of soap operas in Int’l. Class 41.	  	UCI	  	3,012,765
 
08 NOV 2005	  	76/611,041
 
13 SEP 2004	  	08 NOV 2015	  	Registered.	
								
UNITED STATES	  	LENTE LOCO	  	Entertainment namely a continuing Spanish-language television series in Int’l Class 41.	  	UNLP	  	1,832,468
 
19 APR 1994	  	74/316,666
 
24 SEP 1992	  	19 APR 2014	  	Registered.	
								
UNITED STATES	  	LOCURA DEPORTIVA	  	Entertainment services, namely, a recurring radio sports show in Int’l Class 41.	  	UCI	  		  	76/651,343
 
02 DEC 2005	  		  	Published.	
								
UNITED STATES	  	LOS METICIIES	  	Entertainment services, namely, a recurring comedy television program in Int’l Class 41.	  	UCI	  	2,778,295
 
28 OCT 2003	  	76/256,218
 
10 MAY 2001	  	28 OCT 2013	  	Registered.	
 
III-23

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	LO VEREMOS TODO	  	Entertainment services, namely, a recurring television program concerning the daily lives of two celebrities in Int’l Class 41.	  	UCI	  	3,069,289
 
14 MAR 2006	  	78/421,423
 
05 MAY 2004	  	14 MAR 2016	  	Registered.	
								
UNITED STATES	  	MEXICO EN LA SANGRE	  	Phonograph records, sound recordings, compact discs and pre-recorded cassette tapes all featuring music in Int’l Class 9.	  	UCI	  		  	78/466,511
 
12 AUG 2004	  		  	Pending.	
								
UNITED STATES	  	MISION: REPORTAR AND DESIGN

 
(Galavision program)	  	Entertainment services, namely, a program focusing on news and current interest stories in Int’l Class 41.	  	UCI	  		  	77/049,714
 
22 NOV 2006	  		  	Pending.	
								
UNITED STATES	  	MI SUEÑO AMERICANO	  	Ongoing reality based, Spanish language television program focusing on start up business ventures in Int’l Class 41.	  	UCI	  		  	78/515,894
 
12 NOV 2004	  		  	Pending.	
								
UNITED STATES	  	MUSIVISA	  	Sound recordings in the form of pre-recorded audio and/or video compact discs, cd-roms and tapes featuring music in lnt’l Class 9.	  	UCI	  		  	78/746,456
 
03 NOV 2005	  		  	Pending.	
								
UNITED STATES	  	MUSIVISA	  	Music publishing services in Int’l Class 41;
 
Licensing of intellectual property in Int’l Class 42.	  	UCI	  		  	78/746,686
 
03 NOV 2005	  		  	Pending.	
								
UNITED STATES	  	NOCAUT AND DESIGN
 
	  	Entertainment services, namely, a recurring sports television program in Int’l Class 41.	  	UCI	  		  	76/671140
 
08 JAN 2007	  		  	Pending.	
 
III-24

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	NOCHE DE ESTRELLAS	  	Entertainment services; namely, a recurring live television program featuring a preview to a Spanish language awards program, including interviews with celebrities, and features and commentaries about the awards program in Int’l Class 41.	  	UNLP	  	2,343,136
 
18 APR 2000	  	75/664,357
 
19 MAR 1999	  	18 APR 2010	  	Registered.	
								
UNITED STATES	  	NOTICIERO UNIVISION	  	Television entertainment services, namely, a television program in Int’l Class 41.	  	UNLP	  	1,610,165
 
14 AUG 1990	  	73/819,304
 
14 AUG 1989	  	14 AUG 2010	  	Registered.	
								
UNITED STATES	  	NUESTRA BELLEZA	  	Entertainment services, namely, organizing, arranging and conducting beauty pageants in Int’l Class 41.	  	UNLP	  	1,615,210
 
25 SEP 1990	  	74/020,350
 
13 JAN 1990	  	25 SEP 2010	  	Registered.	
								
UNITED STATES	  	NUESTRA HISTORIA	  	Series of sound recordings by different music artists in Int’l Class 9.	  	UCI	  	2,874,111
 
17 AUG 2004	  	76/547,942
 
29 SEP 2003	  	17 AUG 2014	  	Registered.	
								
UNITED STATES	  	NUESTRA VIDA AND DESIGN
 
	  	A recurring public service television program featuring news and community interest stories, and profiles on personalities of community leaders in Int’l Class 41.	  	UTG	  	2,315,524
 
08 FEB 2000	  	75/464,623
 
08 APR 1998	  	08 FEB 2010	  	Registered.	
								
UNITED STATES	  	OBJETIVO FAMA	  	Entertainment services, namely, an ongoing Spanish language television talent contest program in Int’l Class 41.	  	UCI	  	2,974,164
 
19 JUL 2005	  	78/328,117
 
14 NOV 2003	  	19 JUL 2015	  	Registered.	
								
UNITED STATES	  	ORGULLO HISPANO	  	Entertainment services, namely a recurring public service television announcement featuring accomplishments of prominent Latinos and Latinas living in the USA in Int’l Class 41.	  	UNLP	  	2,210,613
 
15 DEC 1998	  	75/348,462
 
28 AUG 1997	  	15 DEC 2008	  	Registered.	
								
UNITED STATES	  	PENSANDO EN SU SALUD	  	Entertainment services in the nature of on-going radio programs featuring health information in Int’l Class 41.	  	Univision Radio, Inc.	  	2,970,861
 
19 JUL 2005	  	75/722,226
 
25 MAY 1999	  	19 JUL 2015	  	Registered.	
 
III-25

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	PENSANDO EN TI	  	Entertainment services, namely a recurring public service television announcement featuring issues of public interest in Int’l Class 41.	  	UNLP	  	2,367,754
 
18 JUL 2000	  	75/587,544
 
12 NOV 1998	  	18 JUL 2010	  	Registered.	
								
UNITED STATES	  	PICA Y SE EXTIENDE	  	Entertainment services, namely, a recurring gossip television program in Int’l Class 41.	  	UCI	  	2,543,041
 
26 FEB 2002	  	76/295,200
 
03 AUG 2001	  	26 FEB 2012	  	Registered.	
								
UNITED STATES	  	PJ PREMIOS JUVENTUD
 
	  	Entertainment services, namely, a recurring televised awards program in Int’l Class 41.	  	UCI	  		  	76/673,191
 
26 FEB 2007	  		  	Pending.	
								
UNITED STATES	  	PREMIO LO NUESTRO A LA MUSICA LATINA	  	Entertainment services, namely, a Spanish language television program in Int’l Class 41.	  	UNLP	  	1,927,838
 
17 OCT 1995	  	74/577,490
 
23 SEP 1994	  	17 OCT 2015	  	Registered.	
								
UNITED STATES	  	PREMIOS JUVENTUD
 
	  	Entertainment services, namely, a recurring televised award program in Int’l Class 41.	  	UCI	  		  	76/673,190
 
26 FEB 2007	  		  	Pending.	
								
UNITED STATES	  	PRIMER IMPACTO	  	Entertainment services, namely, a Spanish language news and current events television program in Int’l Class 41.	  	UNLP	  	1,922,574
 
26 SEP 1995	  	74/578,429
 
26 SEP 1994	  	26 SEP 2015	  	Registered.	
								
UNITED STATES	  	PULSO 19	  	A public service program designed to encourage television viewers to report news events in Int’l Class 41.	  	UTG	  	2,327,859
 
14 MAR 2000	  	75/464,740
 
08 APR 1998	  	14 MAR 2010	  	Registered.	
 
III-26

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	PURA RAZA (KRCD/KRCV/LA)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	N/A	  	76/215,238
 
23 FEB 2001	  	N/A	  	Suspended.	
								
UNITED STATES	  	PURA BUENAS	  	Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,588,074
 
02 JUL 2002	  	76/252,351
 
04 MAY 2001	  	02 JUL 2012	  	Registered.	
								
UNITED STATES	  	PURO TEJANO (KGBT/KlWW)	  	Radio broadcasting serviecs in Int’l Class 38.	  	Univision Radio, Inc.	  	1,825,500
 
08 MAR 1994	  	74/376,886
 
08 APR 1993	  	08 MAR 2014	  	Registered.	
								
UNITED STATES	  	PURO TEJANO (KGBT/KIWW)	  	Television programming services and entertainment services, namely, entertainment in the nature of an on-going television program in Int’l Class 41.	  	Univision Radio, Inc.	  	2,159,887
 
26 MAY 1998	  	75/086,200
 
10 APR 1996	  	26 MAY 2008	  	Registered.	
								
UNITED STATES	  	QUE BUENA! (KBNA 97.5 FM/EL PASO)	  	Bumper stickers in Int’l Class 16;
 
Non-metal key chains in Int’l Class 20;
 
Radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,080,564
 
22 JUL 1997	  	74/659,228
 
11 APR 1995	  	22 JUL 2007	  	Registered.	
 
III-27

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	¿QUE CARAMBAS ES ESO?	  	Entertainment services, namely, a recurring segment on a television news program in Int’l Class 41.	  	UCI	  	2,932,622
 
15 MAR 2005	  	76/582,503
 
22 MAR 2004	  	15 MAR 2015	  	Registered.	
								
UNITED STATES	  	QUE LOCO	  	Entertainment services, namely, a recurring television comedy program featuring Latino stand-up comedians.	  	UCI	  	2,404,362
 
14 NOV 2000	  	75/886,542
 
04 JAN 2000	  		  	Registered.	
								
UNITED STATES	  	QUE ONDA	  	Advertising services, namely, promoting the goods and services of others through telecommunication channels and broadcast of radio commercials; arranging and conducting market promotional events for others in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of audio programs featuring music, news, talk shows, listener call-in shows, traffic reports, sports, charities and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  		  	78/361,286
 
02 FEB 2004	  		  	Pending.	
								
UNITED STATES	  	QUIERO SER ESTRELLA AND DESIGN
 
	  	Entertainment services, namely, a children’s talent search Spanish language television program in Int’l Class 41.	  	UNLP	  	2,331,037
 
21 MAR 2000	  	75/501,867
 
15 JUN 1998	  	21 MAR 2010	  	Registered.	
								
UNITED STATES	  	RADIO MAMBI	  	Radio broadcasting services in Int’l Class 38.	  	Univision Radio Florida, LLC	  	1,851,709
 
30 AUG 1994	  	74/425,547
 
18 AUG 1993	  	30 AUG 2014	  	Registered.	
 
III-28

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	RECUERDO (KRCD)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,579,796
 
11 JUN 2002	  	76/013,332
 
30 MAR 2000	  	11 JUN 2012	  	Registered.	
								
UNITED STATES	  	REPUBLICA DEPORTIVA AND DESIGN
 
	  	Entertainment services, namely a recurring sports variety television program in Int’l Class 41.	  	UNLP	  		  	75/074,177
 
05 APR 1999	  		  	Pending.	
								
UNITED STATES	  	ROMANTICAS (KTNQ/KLVE)	  	Primarily Spanish language radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,077,647
 
08 JUL 1997	  	75/156,342
 
27 AUG 1996	  	08 JUL 2007	  	Registered.	
								
UNITED STATES	  	RPE RUDY PEREZ ENTERPRISES AND DESIGN
 
	  	Phonograms, sound recordings, compact discs, pre-recorded cassette tapes in Int’l Class 9.	  	UCI	  	2,852,851
 
15 JUN 2004	  	76/490,530
 
19 FEB 2003	  	15 JUN 2014	  	Registered.	
 
III-29

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	SALUD, DINERO Y AMOR AND DESIGN
 
	  	Conducting fairs to promote public awareness of the need for healthy lifestyles and health awareness in the areas of fitness, illness prevention, nutrition and detection and management of illnesses, financial education, management and investment, and relationship management and advice in Int’l Class 41.	  	UCI	  		  	78/507,546
 
28 OCT 2004	  		  	Pending.	
								
UNITED STATES	  	SALUD ES VIDA ¡ENTÉRATE!	  	Promoting public awareness of the need for healthy lifestyles and health awareness in the areas of fitness, illness prevention, nutrition and detection and management of illnesses by means of televised public service announcements; arranging and conducting health fairs for business and advertising purposes in Int’l Class 35.	  	UCI	  		  	76/650,907
 
23 NOV 2005	  		  	Pending.	
								
UNITED STATES	  	!SE PEGA! (WQBA)	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and providing advertising for others on radio and a global computer network in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,832,674
 
13 APR 2004	  	76/384,682
 
20 MAR 2002	  	13 APR 2014	  	Registered.	
								
UNITED STATES	  	SGZ RECORDS	  	Music sound recordings in the form of compact discs, cassette tapes, mini-discs, and cd-roms; audio and video recordings, in the form of tapes, dvds, and cartridges featuring music in Int’l Class 9.	  	UCI	  	3,210,069
 
20 FEB 2007	  	76/660,568
 
25 MAY 2006	  	20 FEB 2007	  	Registered.	
 
III-30

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	SOLO BOXEO	  	Entertainment services, namely, a Spanish language sporting events television program in Int’l Class 41.	  	UCI	  		  	76/673,668
 
06 MAR 2007	  		  	Pending.	
								
UNITED STATES	  	SOÑANDO CONTIGO	  	Entertainment services, namely, a recurring television program dealing with people realizing the dreams of accomplishment in the USA in Int’l Class 41.	  	UCI	  	3,214,628
 
06 MAR 2007	  	76/661,041
 
05 JUN 2006	  	06 MAR 2017	  	Registered.	
								
UNITED STATES	  	SWAN DESIGN
 
	  	Audio discs and audio tapes featuring music; music video recordings in Int’l Class 9.	  	FONOVISA,
INC.	  	2,544,744
 
05 MAR 2002	  	76/233,084
 
29 MAR 2001	  	05 MAR 2012	  	Registered.	
								
UNITED STATES	  	TEJANO 107 FM (KXTN)	  	Radio broadcasting services in Int’l Class 38.	  	Univision Radio, Inc.	  	2,080,405
 
15 JUL 1997	  	75/091,782
 
22 APR 1996	  	15 JUL 2007	  	Registered.	
								
UNITED STATES	  	TELEPUTURA	  	Television broadcasting services in Int’l Class 41.	  	UCI	  		  	76/268,617
 
06 JUN 2001	  		  	Suspended.	
								
UNITED STATES	  	TELEFUTURA LOGO
 
	  	Television transmission and broadcasting in Int’l Class 38.	  	UCI	  	2,744,155
 
29 JUL 2003	  	76/333,891
 
05 NOV 2001	  	29 JUL 2013	  	Registered.	
 
III-31

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	TELEFUTURA AND DESIGN
 
	  	Television transmission and broadcasting in Int’l Class 38.	  	UCI	  		  	76/333,891
 
05 NOV 2001	  		  	Suspended.	
								
UNITED STATES	  	THE MO’ IN DA MO’NIN SHOW	  	Advertising services, namely, promoting the goods and services of others through telecommunication channels and the distribution of printed material in Int’l Class 35;
 
Radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	3,017,258
 
22 NOV 2005	  	78/288,750
 
18 AUG 2003	  	22 NOV 2015	  	Registered.	
								
UNITED STATES	  	TRATO HECHO	  	Entertainment services, namely, a recurring television game program in Int’l Class 41.	  	UCI	  		  	78/411,214
 
30 APR 2004	  		  	Pending.	
								
UNITED STATES	  	TU EQUIPO DE CONFIANZA AND DESIGN
 
	  	Entertainment services, namely, a recurring television news program in Int’l Class 41.	  	UTG	  	2,347,211
 
02 MAY 2000	  	75/744,418
 
07 JUL 1999	  	02 MAY 2010	  	Registered.	
 
III-32

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	TU FUTURO DEPENDE DE TI...
¡EDUCATE!	  	Promoting public awareness of the need for education by means of televised public service announcements; promoting public awareness of the importance of education and financial aid therefore through the organizing and conducting of fairs and exhibitions in Int’l Class 35.	  	UCI	  		  	76/657,538
 
30 MAR 2006	  		  	Pending.	
								
UNITED STATES	  	TU PULSO	  	Education services, namely, a recurring television community affairs program in Int’l Class 41.	  	UCI	  		  	76/659,821
 
02 MAY 2006	  		  	Suspended.	
								
UNITED STATES	  	ULTIMA HORA	  	Entertainment services, namely, a recurring television news program offering in-depth analysis and coverage of issues and events affecting the American Hispanic community in Int’l Class 41.	  	UCI	  	2,473,188
 
31 JUL 2001	  	75/907,885
 
01 FEB 2000	  	31 JUL 2011	  	Registered.	
								
UNITED STATES	  	UNICINE	  	Prerecorded audio-video tapes, audio-video cassettes and audio video discs featuring music, and/or comedy , drama, action, adventure, and/or animation motion pictures in Int’l Class 9.	  	UCI	  	3,175,001
 
21 NOV 2006	  	78/474,371
 
26 AUG 2004	  	21 NOV 2016	  	Registered.	
								
UNITED STATES	  	UNICINE (STYLIZED AND/OR WITH DESIGN)
 
	  	Prerecorded audio-video tapes, audio-video cassettes and audio video discs featuring music, and/or comedy, drama, action, adventure, and/or animation motion pictures in Int’l Class 9.	  	UCI	  		  	78/765,921
 
02 DEC 2005	  		  	Published.	
								
UNITED STATES	  	UNICLAVE
 
	  	Online search services in Int’l Class 42.	  	UCI	  		  	76/673,914
 
12 MAR 2007	  		  	Pending.	
 
III-33

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	UNIVISION	  	Providing web sites used to place on-line orders in the fields of music, film, theater and related entertainment arts, clothing and footwear, health and beauty, home furnishings, home electronics, tools and home improvement, home decoration, electrical appliances, jewelry, games, toys and sporting goods; promoting the goods and services of others by preparing and placing advertisements on web sites accessed through a global computer network; dissemination of advertising for others via an on-line electronic communications network; and online directory services, namely providing website links to third party web sites concerning music, film, theater and related entertainment arts and media, travel and vacation destinations, sports and recreation, health and fitness, news and current events, games, hobbies, business and finance, shopping and consumer services and other topics of interest via a website accessed through a global computer network in Int’l Class 35.	  	UCI	  	2,518,240
 
11 DEC 2001	  	75/773,610
 
12 AUG 1999	  	11 DEC 2011	  	Registered.	
								
UNITED STATES	  	UNIVISION	  	Television broadcasting services in Int’l Class 38.	  	UNLP	  	1,624,073
 
20 NOV 1990	  	74/029,494
 
16 FEB 1990	  	20 NOV 2010	  	Registered.	
 
III-34

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	UNIVISION	  	Providing on-line chat rooms and real-time group discussion for transmission of messages among computer users concerning music, film, theater and entertainment arts and media, travel and vacation destinations, sports and recreation, health and fitness, news and current events, games, hobbies, business and finance, shopping and consumer services and other topics of general interest in Int’l Class 38;
Computer services, namely, providing search engines for obtaining data on a global computer network and creating and maintaining specialized web sites for others featuring web site links to multiple business entities with e-commerce functionality; computer services providing customized on-line web pages featuring user-defined information, which includes search engines and on-line web links to news, weather, sports, current events, reference materials and customized e-mail messages, all in a wide range of user-defined fields; and on-line information services, namely, providing databases and web site links to other content providers in the fields of music, film, theater and related entertainment arts and media, travel and vacation destinations, sports and recreation, health and fitness, news and current events, games, hobbies, business and finance, shopping and consumer services, and other topics of general interest in Int’l Class 42.	  	UCI	  	2,518,239
 
11 DEC 2001	  	75/773,609
 
12 AUG 1999	  	11 DEC 2011	  	Registered.	
								
UNITED STATES	  	UNIVISION AND U DESIGN
 
	  	Television broadcasting services in Int’l Class 38.	  	UNLP	  	1,672,807
 
21 JAN 1992	  	74/044,294
 
28 MAR 1990	  	21 JAN 2012	  	Registered.	
 
III-35

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	UNIVISION.COM	  	Online computer services, namely, promoting, advertising, and selling the goods and services of others via global computer networks in Int’l Class 35.	  	UCI	  	2,518,241
 
11 DEC 2001	  	75/773,614
 
12 AUG 1999	  	11 DEC 2011	  	Registered.	
								
UNITED STATES	  	UNIVISION.COM	  	Providing on-line chat rooms and real-time group discussion for transmission of messages among computer users concerning music, film, theater and entertainment arts and media, travel and vacation destinations, sports and recreation, health and fitness, news and current events, games, hobbies, business and finance, shopping and consumer services and other topics of general interest in Int’l Class 38.
 
Computer services, namely, providing search engines for obtaining data on a global computer network and creating and maintaining specialized web sites for others featuring web site links to multiple business entities with e-commerce functionality; computer services providing customized on-line web pages featuring user-defined information, which includes search engines and on-line web links to news, weather, sports, current events, reference materials and customized e-mail messages, all in a wide range of user-defined fields; and on-line information services, namely, providing databases and web site links to other content providers in the fields of music, film, theater and related entertainment arts and media, travel and vacation destinations, sports and recreation, health and fitness, news and current events, games, hobbies, business and finance, shopping and consumer services, and other topics of general interest in Int’l Class 42.	  	UCI	  	2,528,166
 
08 JAN 2002	  	75/773,612
 
12 AUG 1999	  	08 JAN 2012	  	Registered.	
								
UNITED STATES	  	UNIVISION MUSIC PUBLISHING	  	Entertainment services, namely, music publishing services in Int’l Class 41.	  	UCI	  	3,214,587
 
06 MAR 2007	  	76/657,432
 
29 MAR 2006	  	06 MAR 2017	  	Registered.	
 
III-36

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	UNIVISION RECORDS	  	Music sound recordings in the form of compact discs, cassette tapes, minidiscs, and cd-roms; audio and video recordings, in the form of tapes, dvds, and cartridges featuring music in Int’l Class 9.	  	UCI	  	2,881,179
 
07 SEP 2004	  	76/547,925
 
29 SEP 2003	  	07 SEP 2014	  	Registered.	
								
UNITED STATES	  	U UNIVISION RECORDS AND DESIGN
 
	  	Music sound recordings in the form of compact discs, cassette tapes, minidiscs, and cd-roms; audio and video recordings, in the form of tapes, dvds, and cartridges featuring music in Int’l Class 9.	  	UCI	  	2,941,209
 
19 APR 2005	  	76/547,945
 
29 SEP 2003	  	19 APR 2015	  	Registered.	
								
UNITED STATES	  	VER PARA CREER	  	Entertainment services, namely, a recurring television news program featuring dramatic, astounding and mysterious images from the farthest reaches of the planet in Int’l Class 41.	  	UCI	  	2,674,794
 
14 JAN 2003	  	76/382,415
 
13 MAR 2002	  	14 JAN 2013	  	Registered.	
								
UNITED STATES	  	VIDA TOTAL	  	Entertainment services, namely, an ongoing television program focusing on health issues in Int’l Class 41.	  	UCI	  	3,154,861
 
10 OCT 2006	  	78/430,921
 
07 JUN 2004	  	10 OCT 2016	  	Registered.	
								
UNITED STATES	  	WADO 12 80 AM AND DESIGN (WADO)
 
                     	  	Radio broadcasting services in Int’l Class 38.	  	Univision Radio New York, Inc.	  	1,594,571
 
01 MAY 1990	  	73/818,292
 
11 AUG 1989	  	01 MAY 2010	  	Registered.	
								
UNITED STATES	  	YO CUENTO	  	Tote bags in Int’l Class 18;
 
Clothing, namely caps and t-shirts in Int’l Class 25.	  	Univision Radio, Inc.	  	2,410,393
 
05 DEC 2000	  	75/795,945
 
09 SEP 1999	  	05 DEC 2010	  	Registered.	
 
III-37

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	YO CUENTO	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,401,745
 
07 NOV 2000	  	75/746,601
 
09 JUL 1999	  	07 NOV 2010	  	Registered.	
								
UNITED STATES	  	YO CUENTO AND (COLOR) DESIGN
 
	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,401,755
 
07 NOV 2000	  	75/749,199
 
13 JUL 1999	  	07 NOV 2010	  	Registered.	
 
III-38

															
COUNTRY	  	MARK	  	GOODS/SERVICES	  	OWNER	  	REG.
NO.
& DATE	  	APP. NO.
& DATE	  	RENEWAL	  	STATUS	
								
UNITED STATES	  	YO CUENTO AND (COLOR) DESIGN
 
	  	Tote bags in Int’l Class 18;
 
Clothing, namely caps and t-shirts in Int’l Class 25.	  	Univision Radio, Inc.	  	2,410,389
 
05 DEC 2000	  	75/794,969
 
09 SEP 1999	  	05 DEC 2010	  	Registered.	
								
UNITED STATES	  	YO CUENTO AND DESIGN
 
	  	Advertising services, namely, promoting the goods and services of others through the distribution of printed material and telecommunication channels in Int’l Class 35;
 
Audio and radio broadcasting services in Int’l Class 38;
 
Entertainment services in the nature of on-going audio programs provided by telecommunication channels, featuring music, news, talk shows, listener call-ins, traffic reports, and events, namely, grand openings, remote broadcasts, sports, charities, festivals, and listener contests in Int’l Class 41.	  	Univision Radio, Inc.	  	2,401,754
 
07 NOV 2000	  	75/749,198
 
13 JUL 1999	  	07 NOV 2010	  	Registered.	
								
UNITED STATES	  	YO CUENTO AND DESIGN
 
	  	Tote bags in Int’l Class 18;
 
Clothing, namely caps and t-shirts in Int’l Class 25.	  	Univision Radio, Inc.	  	2,410,394
 
05 DEC 2000	  	75/795,947
 
09 SEP 1999	  	05 DEC 2010	  	Registered.	
 
III-39

SCHEDULE IV
OFFICES FOR UCC FILINGS
California Secretary of State
Fonohits Music Publishing, Inc.
Fonomusic, Inc.
Fonovisa, Inc.
KAKW License Partnership, L.P.
KDTV License Partnership, G.P.
KFTV License Partnership, G.P.
KMEX License Partnership, G.P.
KTVW License Partnership, G.P.
KUVI License Partnership, G.P.
KUVN License Partnership, L.P.
KUVS License Partnership, G.P.
KWEX License Partnership, L.P
KXLN License Partnership, L.P.
Mi Casa Publications, Inc.
Sunshine Acquisition Corp.
Univision Radio Los Angeles, Inc.
WGBO License Partnership, G.P.
WLII/WSUR License Partnership, G.P.
WLTV License Partnership, G.P.
WXTV License Partnership, G.P.
Delaware Secretary of State
Broadcast Media Partners Holdings, Inc.
DISA Latin Publishing, LLC
Disa LLC
El Trato, Inc.
Galavision, Inc.
HBCi, LLC
HPN Numbers, Inc.
KCYT-FM License Corp.
KECS-FM License Corp.
KESS-AM License Corp.
KESS-TV License Corp.
KHCK-FM License Corp.
KICI-AM License Corp.
KICI-FM License Corp.
KLSQ-AM License Corp.
KLVE-FM License Corp.
KMRT-AM License Corp.
KTNQ-AM License Corp.
PTI Holdings, Inc.
Servicio de Informacion Programativa, Inc.

Spanish Coast-to-Coast Ltd.
Station Works, LLC
Telefutura Albuquerque LLC
Telefutura Bakersfield LLC
Telefutura Boston LLC
Telefutura Chicago LLC
Telefutura D.C. LLC
Telefutura Dallas LLC
Telefutura Fresno LLC
Telefutura Houston LLC
Telefutura Los Angeles LLC
Telefutura Miami LLC
Telefutura Network
Telefutura of San Francisco, Inc.
Telefutura Orlando Inc.
Telefutura Partnership of Douglas
Telefutura Partnership of Flagstaff
Telefutura Partnership of Floresville
Telefutura Partnership of Phoenix
Telefutura Partnership of San Antonio
Telefutura Partnership of Tucson
Telefutura Sacramento LLC
Telefutura San Francisco LLC
Telefutura Southwest LLC
Telefutura Tampa LLC
Telefutura Television Group, Inc.
The Univision Network Limited Partnership
TMS License California, Inc.
Umbrella Acquisition, Inc.
Univision Atlanta LLC
Univision Cleveland LLC
Univision Communications Inc.
Univision Home Entertainment, Inc.
Univision Investments, Inc.
Univision Management Co.
Univision Music LLC
Univision Music, Inc.
Univision Network Puerto Rico Production LLC
Univision New York LLC
Univision of Atlanta Inc.
Univision of New Jersey Inc.
Univision of Puerto Rico Inc.
Univision Online, Inc.
Univision Philadelphia LLC
Univision Puerto Rico Station Acquisition Company
Univision Puerto Rico Station Operating Company
Univision Puerto Rico Station Production Company
Univision Radio Broadcasting Puerto Rico, L.P.
Univision Radio Corporate Sales, Inc.
 
IV-2

Univision Radio Florida, LLC
Univision Radio Fresno, Inc.
Univision Radio GP, Inc.
Univision Radio Houston License Corporation
Univision Radio Illinois, Inc.
Univision Radio Investments, Inc.
Univision Radio Las Vegas, Inc.
Univision Radio License Corporation
Univision Radio Management Company, Inc.
Univision Radio New Mexico, Inc.
Univision Radio New York, Inc.
Univision Radio Phoenix, Inc.
Univision Radio Sacramento, Inc.
Univision Radio San Diego, Inc.
Univision Radio San Francisco, Inc.
Univision Radio Tower Company, Inc.
Univision Radio, Inc.
Univision Television Group, Inc.
Univision Texas Stations LLC
Univision-EV Holdings, LLC
UVN Texas L.P.
WADO-AM License Corp.
WLXX-AM License Corp.
WPAT-AM License Corp.
WQBA-AM License Corp.
WQBA-FM License Corp.
Wurzburg, Inc.
Florida Secretary of State
License Corp. No. 1
License Corp. No. 2
North Carolina Secretary of State
Univision of Raleigh, Inc.
WUVC License Partnership G.P.
Texas Secretary of State
Edimonsa Corporation
T C Television, Inc.
Tichenor License Corporation
Univision Radio Broadcasting Texas, L.P.
WADO Radio, Inc.
 
IV-3

SCHEDULE V
LEGAL NAMES, MAILING ADDRESSES;
ORGANIZATIONAL IDENTIFICATION NUMBERS; TAXPAYER IDENTIFICATION NUMBERS

Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
Broadcast Media Partners Holdings, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	4315721	  	Corporation	  	20-8616631	
DISA LATIN PUBLISHING, LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3547128	  	Limited Liability Company	  		
Disa LLC	  	Delaware;	  	5999 Center Drive, Los Angeles, California 90045	  	3388956	  	Limited Liability Company	  	98-0351812	
Edimonsa Corporation	  	Texas	  	5999 Center Drive, Los Angeles, California 90045	  	1169535	  	Corporation	  		
El Trato, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3832023	  	Corporation	  		
Fonohits Music Publishing, Inc.	  	California;	  	5999 Center Drive, Los Angeles, California 90045	  	C2109198	  	Corporation	  		
Fonomusic, Inc.	  	California;	  	5999 Center Drive, Los Angeles, California 90045	  	C1774065	  	Corporation	  		
Fonovisa, Inc.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	C1374693	  	Corporation	  	95-4049485	
Galavision, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2638302	  	Corporation	  	95-4596951	

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
HBCi, LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461400	  	Limited Liability Company	  		
HPN Numbers, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3316572	  	Corporation	  		
KAKW License Partnership, L.P.	  	California;	  	5999 Center Drive, Los Angeles, California 90045	  	200234600001	  	Limited Partnership	  		
KCYT-FM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2473786	  	Corporation	  		
KDTV License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
KECS-FM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2473785	  	Corporation	  		
KESS-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461405	  	Corporation	  		
KESS-TV License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2498371	  	Corporation	  		
KFTV License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
KHCK-FM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2498974	  	Corporation	  		
KICI-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461407	  	Corporation	  		
KICI-FM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2498976	  	Corporation	  		
KLSQ-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2498973	  	Corporation	  		
 
V-2

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
KLVE-FM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461399	  	Corporation	  	88-0331123	
KMEX License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
KMRT-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461408	  	Corporation	  		
KTNQ-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461398	  	Corporation	  		
KTVW License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
KUVI License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
KUVN License Partnership, L.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	200300300021	  	Limited Partnership	  		
KUVS License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
KWEX License Partnership, L.P	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	200300300023	  	Limited Partnership	  		
KXLN License Partnership, L.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	200300300022	  	Limited Partnership	  		
License Corp. No. 1	  	Florida	  	5999 Center Drive, Los Angeles, California 90045	  	L12461	  	Corporation	  		
License Corp. No. 2	  	Florida	  	5999 Center Drive, Los Angeles, California 90045	  	L12462	  	Corporation	  		
Mi Casa Publications, Inc.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	C1707007	  	Corporation	  		
 
V-3

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
PTI Holdings, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2296362	  	Corporation	  		
Servicio de Informacion Programativa, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2988409	  	Corporation	  		
Spanish Coast-to-Coast Ltd.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2100620	  	Corporation	  		
Station Works, LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3391859	  	Limited Liability Company	  		
Sunshine Acquisition Corp.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	C1807412	  	Corporation	  		
T C Television, Inc.	  	Texas	  	5999 Center Drive, Los Angeles, California 90045	  	01360786	  	Corporation	  		
Telefutura Albuquerque LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3700547	  	Limited Liability Company	  		
Telefutura Bakersfield LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3592390	  	Limited Liability Company	  		
Telefutura Boston LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609457	  	Limited Liability Company	  		
Telefutura Chicago LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609770	  	Limited Liability Company	  		
Telefutura D.C. LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609332	  	Limited Liability Company	  		
Telefutura Dallas LLC	  	DE	  	5999 Center Drive, Los Angeles, California 90045	  	3609421	  	Limited Liability Company	  		
Telefutura Fresno LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3592383	  	Limited Liability Company	  		
 
V-4

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
Telefutura Houston LLC	  	Delaware;	  	5999 Center Drive, Los Angeles, California 90045	  	3609502	  	Limited Liability Company	  		
Telefutura Los Angeles LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609977	  	Limited Liability Company	  		
Telefutura Miami LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609667	  	Limited Liability Company	  		
Telefutura Network	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3406547	  	Corporation	  	48-1284839	
Telefutura of San Francisco, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2501663	  	Corporation	  		
Telefutura Orlando Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2444708	  	Corporation	  		
Telefutura Partnership of Douglas	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3464525	  	General Partnership	  		
Telefutura Partnership of Flagstaff	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3464523	  	General Partnership	  		
Telefutura Partnership of Floresville	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3464528	  	General Partnership	  		
Telefutura Partnership of Phoenix	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3464513	  	General Partnership	  		
Telefutura Partnership of San Antonio	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3464527	  	General Partnership	  		
Telefutura Partnership of Tucson	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3464524	  	General Partnership	  		
 
V-5

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
Telefutura Sacramento LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3592385	  	Limited Liability Company	  		
Telefutura San Francisco LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3592378	  	Limited Liability Company	  		
Telefutura Southwest LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3462874	  	Limited Liability Company	  		
Telefutura Tampa LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609715	  	Limited Liability Company	  		
Telefutura Television Group, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3022925	  	Corporation	  	95-4862792	
The Univision Network Limited Partnership	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2318109	  	Limited Partnership	  	95-4399333	
Tichenor License Corporation	  	Texas	  	5999 Center Drive, Los Angeles, California 90045	  	125885880	  	Corporation	  		
TMS License California, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2637136	  	Corporation	  		
Umbrella Acquisition, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	4162092	  	Corporation	  	20-5102094	
Univision Atlanta LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609548	  	Limited Liability Company	  		
Univision Cleveland LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609516	  	Limited Liability Company	  		
Univision Communications Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2296357	  	Corporation	  	95-4398884	
Univision Home Entertainment, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3811059	  	Corporation	  		
 
V-6

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
Univision Investments, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3590160	  	Corporation	  	82-0575698	
Univision Management Co.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3588310	  	Corporation	  	56-2301136	
Univision Music LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3380386	  	Limited Liability Company	  	95-4854662	
Univision Music, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3374850	  	Corporation	  	95-4853455	
Univision Network Puerto Rico Production LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3988229	  	Limited Liability Company	  	20-3061516	
Univision New York LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609513	  	Limited Liability Company	  		
Univision of Atlanta Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2097383	  	Corporation	  	65-1160224	
Univision of New Jersey Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2097389	  	Corporation	  	65-1160227	
Univision of Puerto Rico Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3281682	  	Corporation	  	51-0402610	
Univision of Raleigh, Inc.	  	North
Carolina	  	5999 Center Drive, Los Angeles, California 90045	  	0282157	  	Corporation	  		
Univision Online, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3093976	  	Corporation	  	13-4078167	
Univision Philadelphia LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3609497	  	Limited Liability Company	  		
Univision Puerto Rico Station Acquisition Company	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3934542	  	Corporation	  	20-2921574	
 
V-7

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
Univision Puerto Rico Station Operating Company	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3934537	  	Corporation	  		
Univision Puerto Rico Station Production Company	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3988222	  	Corporation	  		
Univision Radio Broadcasting Puerto Rico, L.P.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3683908	  	Limited Partnership	  	86-1073958	
Univision Radio Broadcasting Texas, L.P.	  	Texas	  	5999 Center Drive, Los Angeles, California 90045	  	8629010	  	Limited Partnership	  		
Univision Radio Corporate Sales, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2939615	  	Corporation	  		
Univision Radio Florida, LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2359818	  	Limited Liability Company	  	95-4455121	
Univision Radio Fresno, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3444860	  	Corporation	  		
Univision Radio GP, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3025991	  	Corporation	  		
Univision Radio Houston License Corporation	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2873545	  	Corporation	  		
Univision Radio Illinois, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2442008	  	Corporation	  	51-0361971	
Univision Radio Investments, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2557820	  	Corporation	  		
Univision Radio Las Vegas, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2471297	  	Corporation	  		
Univision Radio License Corporation	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2889894	  	Corporation	  	75-2765164	
 
V-8

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
Univision Radio Los Angeles, Inc.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  	C1707006	  	Corporation	  	99-0248293	
Univision Radio Management Company, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3218474	  	Corporation	  		
Univision Radio New Mexico, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3567237	  	Corporation	  	81-0571893	
Univision Radio New York, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2557779	  	Corporation	  	88-0349752	
Univision Radio Phoenix, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2968036	  	Corporation	  	75-2791278	
Univision Radio Sacramento, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3628917	  	Corporation	  		
Univision Radio San Diego, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2889893	  	Corporation	  	75-2765167	
Univision Radio San Francisco, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2637135	  	Corporation	  	75-2660184	
Univision Radio Tower Company, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3026190	  	Corporation	  		
Univision Radio, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2297655	  	Corporation	  	99-0113417	
Univision Television Group, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	0672405	  	Corporation	  	95-4398877	
Univision Texas Stations LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3588886	  	Limited Liability Company	  		
Univision-EV Holdings, LLC	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3187815	  	Limited Liability Company	  		
 
V-9

											
Legal Name of Entity	  	Jurisdiction
of
organization	  	Mailing Address	  	Organizational
ID number	  	Organization
Type	  	EIN	
UVN Texas L.P.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3588926	  	Limited Partnership	  	47-0896341	
WADO Radio, Inc.	  	Texas	  	5999 Center Drive, Los Angeles, California 90045	  	1015152	  	Corporation	  	75-2317350	
WADO-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461402	  	Corporation	  		
WGBO License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
WLII/WSUR License Partnership, G.P.	  	California;	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
WLTV License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
WLXX-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2489731	  	Corporation	  		
WPAT-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2557745	  	Corporation	  		
WQBA-AM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461403	  	Corporation	  		
WQBA-FM License Corp.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	2461404	  	Corporation	  		
Wurzburg, Inc.	  	Delaware	  	5999 Center Drive, Los Angeles, California 90045	  	3811060	  	Corporation	  		
WUVC License Partnership G.P.	  	North
Carolina	  	5999 Center Drive, Los Angeles, California 90045	  		  	General Partnership	  		
WXTV License Partnership, G.P.	  	California	  	5999 Center Drive, Los Angeles, California 90045	  		  		  		
 
V-10

SCHEDULE VI
COMMERCIAL TORT CLAIMS AND CHATTEL PAPER
None.

Exhibit A to the
First-Lien Guarantee and
Collateral Agreement
SUPPLEMENT NO. [●] (this “ Supplement ”) dated as of [●], to the First-Lien Guarantee and Collateral Agreement dated as of March 29, 2007 (the “ Guarantee and Collateral Agreement ”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“ Merger Sub ”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “ Company ”). UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower referred to in the Credit Agreement below, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein).
A. Reference is made to the Credit Agreement dated as of March 29, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, as First-Lien Collateral Agent and as second-lien collateral agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.
C. The Grantors have entered into the First Lien Guarantee and Collateral Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries of the Borrowers may become Subsidiary Guarantors and Grantors under the First Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned subsidiary (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the First Lien Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.

Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 of the Guarantee and Collateral Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. The New Subsidiary represents and warrants to the First-Lien 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 except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different 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 First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the First-Lien 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 Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and
 
A-2

(ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization.
SECTION 5. Except as expressly supplemented hereby, the First-Lien Guarantee and Collateral 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 (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
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, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement 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 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 (except as otherwise expressly permitted by the First-Lien Guarantee and Collateral Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 9. The New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent.
 
A-3

IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed this Supplement to the First Lien Guarantee and Collateral Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],	
			
	 	by	 	 	
	 		 	Name:	
	 		 	Title:	
	 		 	Address:	
	 		 	Legal Name:	
	 		 	Jurisdiction of Formation:	
	
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
			
	 	by	 	 	
	 		 	Name:	
	 		 	Title:	
			
	 	by	 	 	
	 		 	Name:	
	 		 	Title:	
 
A-4

Collateral of the New Subsidiary
EQUITY INTERESTS

Issuer	  	Number of
Certificate	  	Registered
Owner	  	Number and
Class of
Equity Interest	  	Percentage
of Equity
Interests	

	  		  		  		  		
PLEDGED DEBT SECURITIES

Issuer	  	Principal
Amount	  	Date of Note	  	Maturity Date	

	  		  		  		
INTELLECTUAL PROPERTY
[Follow format of Schedule III to the
Guarantee and Collateral Agreement.]

Exhibit 4.1(a)
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of January 19, 2010, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (the “ First-Lien Guarantee and Collateral Agreement ”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“ Merger Sub ”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 (the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and the Administrative Agent, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, as First-Lien Collateral Agent and as second-lien collateral agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement, referred to therein, as applicable.

C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of the First-Lien Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. The undersigned subsidiary (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the First Lien Guarantee and Collateral Agreement, a Party to the Intercompany Subordination Agreement, a Grantor under the Original Intercreditor Agreement and a Grantor under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the
 
2

Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 9.01 of the First-Lien Guarantee and Collateral Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, the New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder and (b) represents and warrants that the representations and warranties made by it as a Party thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include the New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein by reference.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the Original Intercreditor Agreement shall be deemed to include the New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include the New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.
 
3

SECTION 5. The New Subsidiary represents and warrants to the First-Lien 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 except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the First-Lien 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 7. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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.
 
4

SECTION 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 12. The New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent.
 
5

IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

UNIVISION STUDIOS, LLC,	
		
      by	 	/s/ John Paul Aceves	
	 	Name: John Paul Aceves	
	 	Title: Assistant Secretary	
	 	Address: 5999 Center Drive, LA CA 90095	
	 	Legal Name:	
	 	Jurisdiction of Formation: Delaware	
	
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
		
      by	 	/s/ Susan LeFevre	
	 	Name: Susan LeFevre	
	 	Title: Managing Director	
		
      by	 	/s/ Evelyn Thierry	
	 	Name: Evelyn Thierry	
	 	Title: Vice President	
 
6

Collateral of the New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.1(b)
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of February 14, 2011, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (the “ First-Lien Guarantee and Collateral Agreement ”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“ Merger Sub ”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 (the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and the Administrative Agent, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007 as amended as of June 19, 2009, and as amended and restated as of October 26, 2010 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, as First-Lien Collateral Agent and as second-lien collateral agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement, referred to therein, as applicable.

C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of the First-Lien Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. The undersigned subsidiary (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the First Lien Guarantee and Collateral Agreement, a Party to the Intercompany Subordination Agreement, a Grantor under the Original Intercreditor Agreement and a Grantor under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the
 
2

Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 9.01 of the First-Lien Guarantee and Collateral Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, the New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder and (b) represents and warrants that the representations and warranties made by it as a Party thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include the New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein by reference.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the Original Intercreditor Agreement shall be deemed to include the New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include the New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.
 
3

SECTION 5. The New Subsidiary represents and warrants to the First-Lien 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 except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the First-Lien 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 7. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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.
 
4

SECTION 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 12. The New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent.
 
5

IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

TUTV LLC,	
			
	 	by	 	/s/ John Paul Aceves	
	 		 	Name:	 	John Paul Aceves	
	 		 	Title:	 	Assistant Secretary	
			
	 		 	Jurisdiction of Formation: Delaware	
			
	 		 	Address for Notices:	
			
	 		 	605 Third Avenue, 12th Floor	
	 		 	New York, New York 10158	
	 		 	Attention: Chief Financial Officer
 
with a copy to:	
			
	 		 	5999 Center Drive	
	 		 	Los Angeles, California 90045	
	 		 	Attention: General Counsel	

							
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
			
	 	by	 	/s/ Susan LeFevre	
	 		 	Name:	 	Susan LeFevre	
	 		 	Title:	 	Managing Director	
			
	 	by	 	/s/ Evelyn Thierry	
	 		 	Name:	 	Evelyn Thierry	
	 		 	Title:	 	Director	
Signature page to Supplement

Collateral of the New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.1(c)
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of August 4, 2011, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (the “ First-Lien Guarantee and Collateral Agreement ”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“ Merger Sub ”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 (the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and the Administrative Agent, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007 as amended as of June 19, 2009, and as amended and restated as of October 26, 2010 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, as First-Lien Collateral Agent and as second-lien collateral agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement, referred to therein, as applicable.

C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of the First-Lien Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. The undersigned subsidiary (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the First Lien Guarantee and Collateral Agreement, a Party to the Intercompany Subordination Agreement, a Grantor under the Original Intercreditor Agreement and a Grantor under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the
 
2

Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 of the First-Lien Guarantee and Collateral Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, the New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder and (b) represents and warrants that the representations and warranties made by it as a Party thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include the New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein by reference.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the Original Intercreditor Agreement shall be deemed to include the New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include the New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.
 
3

SECTION 5. The New Subsidiary represents and warrants to the First-Lien 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 except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the First-Lien 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 7. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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.
 
4

SECTION 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 12. The New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent.
 
5

IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

UNIVISION LOCAL MEDIA INC.,	
			
	 	by	 	/s/ Phyllis Verdugo	
	 		 	 	
	 		 	Name:	 	Phyllis Verdugo	
	 		 	Title:	 	Sr. VP/Deputy General Counsel	
	 		 	Jurisdiction of Formation: Delaware	
	
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
			
	 	by	 	/s/ Susan LeFevre	
	 		 	 	
	 		 	Name:	 	Susan LeFevre	
	 		 	Title:	 	Managing Director	
			
	 	by	 	/s/ Evelyn Thierry	
	 		 	 	
	 		 	Name:	 	Evelyn Thierry	
	 		 	Title:	 	Director	

Collateral of the New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.1(d)
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of October 3, 2011, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (the “ First-Lien Guarantee and Collateral Agreement ”), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“ Holdings ”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“ Merger Sub ”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 (the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and the Administrative Agent, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007 as amended as of June 19, 2009, and as amended and restated as of October 26, 2010 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, as First-Lien Collateral Agent and as second-lien collateral agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement, referred to therein, as applicable.

C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit. Section 7.16 of the First-Lien Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. The undersigned subsidiaries of the US Borrower (each, a “ New Subsidiary ”; and, collectively, the “ New Subsidiaries ”) are each executing this Supplement in accordance with the requirements of the Credit Agreement to become Subsidiary Guarantors and Grantors under the First Lien Guarantee and Collateral Agreement, Parties to the Intercompany Subordination Agreement, Grantors under the Original Intercreditor Agreement and Grantors under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
Accordingly, the First-Lien Collateral Agent and each New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, each New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and such New Subsidiary hereby (a) agrees to all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the
 
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foregoing, each New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties (and, to the extent provided in Section 6.01 of the First-Lien Guarantee and Collateral Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), their successors and permitted assigns, a security interest in and lien on all of such New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of such New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include such New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, each New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and such New Subsidiary hereby (a) agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder and (b) represents and warrants that the representations and warranties made by it as a Party thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include such New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein by reference.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, each New Subsidiary by its signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and such New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the Original Intercreditor Agreement shall be deemed to include such New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, each New Subsidiary by its signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and such New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include such New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.
 
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SECTION 5. Each New Subsidiary represents and warrants to the First-Lien 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 except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Subsidiary and the First-Lien 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 7. Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by such New Subsidiary and (ii) any and all Intellectual Property now owned by such New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of such New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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.
 
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SECTION 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to each New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 12. Each New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent.
 
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IN WITNESS WHEREOF, each of the New Subsidiaries and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

UFERTAS, LLC,	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
UNIVISION ENTERPRISES	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
UNIVISION 24/7, LLC,	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
UNIVISION DEPORTES, LLC,	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
 
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

							
UNIVISION FINANCIAL MARKETING, INC.,	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Senior Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Arizona	
	
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY,	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
UNIVISION TLNOVELAS, LLC	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President,	
	 		 		 	Controller and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
 
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

							
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
			
	 	by	 	/s/ Susan LeFevre	
	 		 	 	
	 		 	Name:	 	Susan LeFevre	
	 		 	Title:	 	Managing Director	
			
	 	by	 	/s/ Omayra Laucella	
	 		 	 	
	 		 	Name:	 	Omayra Laucella	
	 		 	Title:	 	Vice President	
 
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

Schedule I
Collateral of the New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.1(e)
EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2013 (collectively, this “ Second Amendment ”), among UNIVISION COMMUNICATIONS INC. and UNIVISION OF PUERTO RICO INC., as Borrowers (the “ Borrowers ”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement and as First-Lien Collateral Agent (as each such term is defined below), the 2013 New First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Existing First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Extended First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Extended Revolving Credit Lenders (as defined below) party hereto and certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the “ Required Lenders ”).
WHEREAS, the Borrowers have previously entered into that certain Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010 and as further amended as of August 21, 2012 (as the same has been so amended prior to the date hereof, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and the other agents party thereto.
WHEREAS, the Borrowers, various subsidiaries of the Borrowers and DBNY, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”), have previously entered into that certain First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (as in effect immediately prior to the date hereof, the “ First-Lien Guarantee and Collateral Agreement ”).
WHEREAS, the Borrowers, various subsidiaries of the Borrowers, the First-Lien Collateral Agent and DBNY, as second-lien collateral agent, have previously entered into that certain Intercreditor Agreement, dated as of March 29, 2007 (as in effect immediately prior to the date hereof, the “ Intercreditor Agreement ”).
WHEREAS, the Borrowers have requested, and (a) the Persons party hereto as “2013 Converting Existing First-Lien Term Loan Lenders” (the “ 2013 Converting Existing First-Lien Term Loan Lenders ”) have agreed, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby) to convert all or a portion of their Existing First-Lien Term Loans into 2013 Converted Existing First-Lien Term Loans in a principal amount for each such 2013 Converting Existing First-Lien Term Loan Lender (as each such term is defined below) equal to its Allocated Existing Term Loan Conversion Amount (as such term is defined in the Credit Agreement as amended hereby), (b) the Persons party hereto as “2013 Converting Extending First-Lien Term Loan Lenders” (the “ 2013 Converting Extending First-Lien Term Loan Lenders ”) have agreed, subject to the terms and conditions contained herein and in the

Credit Agreement (as amended hereby) to convert all or a portion of their Extended First-Lien Term Loans into 2013 Converted Extended First-Lien Term Loans in a principal amount for each such 2013 Converting Extended First-Lien Term Loan Lender (as each such term is defined below) equal to its Allocated Extended Term Loan Conversion Amount (as such term is defined in the Credit Agreement as amended hereby) and (c) the Persons party hereto as “2013 New First-Lien Term Loan Lenders” (the “ 2013 New First-Lien Term Loan Lenders ”) have agreed to make, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby), 2013 New First-Lien Term Loans (as defined in the Credit Agreement as amended hereby).
WHEREAS, the Borrowers have requested, and the Persons party hereto as “2013 Extended Revolving Credit Lenders” (the “ 2013 Extended Revolving Credit Lenders ”), have agreed to provide, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby), 2013 Extended Revolving Credit Commitments (as defined in the Credit Agreement as amended hereby) in an aggregate principal amount of $487,622,405.27.
WHEREAS, in accordance with Section 9.08 of the Credit Agreement, the Borrowers have requested, and the Administrative Agent, the First-Lien Collateral Agent, the Required Lenders, each 2013 New First-Lien Term Loan Lender, each 2013 Converting Existing First-Lien Term Loan Lender, each 2013 Converting Extended First-Lien Term Loan Lender and each 2013 Extended Revolving Credit Lender have agreed, to amend and waive certain provisions of the Credit Agreement, the Intercreditor Agreement and the First-Lien Guarantee and Collateral Agreement, in each case on the terms and subject to the conditions set forth herein.
WHEREAS, (i) each of Deutsche Bank Securities Inc. (“ DBSI ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”), Barclays Bank PLC (“ Barclays ”), Credit Suisse Securities (USA) LLC (“ CS Securities ”), Wells Fargo Securities, LLC (“ Wells ”), Natixis, New York Branch (“ Natixis ”) and Mizuho Corporate Bank, Ltd. (“ Mizuho ”) shall act as joint lead arrangers and joint book running managers, (ii) each of DBSI and MLPFS shall act as syndication agent and (iii) each of Barclays, CS Securities, Wells (on behalf of Wells Fargo Bank, N.A.), Natixis and Mizuho shall act as co-documentation agents, in each case with respect to this Second Amendment and the 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans, 2013 New First-Lien Term Loans and 2013 Extended Revolving Credit Commitments provided for hereunder.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms; Rules of Construction . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this Second Amendment, including the terms defined in the preamble and recitals hereto.
 
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SECTION 2. Amendments to the Credit Agreement . (a) Effective as of the Second Amendment Effective Date (as defined below), and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Annex A .
(b) Each Person executing this Second Amendment in its capacity as a 2013 New First-Lien Term Loan Lender, a 2013 Converting Existing First-Lien Term Loan Lender, a 2013 Converting Extended First-Lien Term Loan Lender or a 2013 Extended Revolving Credit Lender shall become (or, if already a Lender prior to the Second Amendment Effective Date, remain) a “Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement as a Lender holding (i) the 2013 New First-Lien Term Loan Commitments and 2013 New First-Lien Term Loans, in the case of all 2013 New First-Lien Term Loan Lenders, (ii) 2013 Converted Existing First-Lien Term Loans, in the case of all 2013 Converting Existing First-Lien Term Loan Lenders, (iii) 2013 Converted Extended First-Lien Term Loans, in the case of all 2013 Converting Extended First-Lien Term Loan Lenders or (iv) 2013 Extended Revolving Credit Commitments (and related Revolving Credit Exposure), in the case of all 2013 Extended Revolving Credit Lenders, as the case may be.
SECTION 3. Amendments to First-Lien Guarantee and Collateral Agreement . Effective as of the Second Amendment Effective Date, and subject to the terms and conditions set forth herein, the First-Lien Guarantee and Collateral Agreement is hereby amended as follows:
(a)  Section 1.02 of the First-Lien Guarantee and Collateral Agreement is hereby amended by amending clause (b)  of the definition of “Obligations” by deleting the text “Hedging Obligations” appearing therein and inserting the text “Secured Hedging Obligations” in lieu thereof;
(b)  Section 1.02 of the First-Lien Guarantee and Collateral Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:
“ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“ ECP ” shall have the meaning assigned to such term in the definition of Excluded Swap Obligation.
“ Excluded Swap Obligation ” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (each an “ ECP ”)
 
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at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation; provided that with the written consent of the Administrative Agent and the Borrowers, a given Excluded Swap Obligation (determined as provided above without regard to this proviso) may be excluded from this definition. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an ECP at such time by entering into a keepwell under Section1a(18)(A)(v)(II) of the Commodity Exchange Act.
“ Secured Hedging Obligations ” shall mean all Hedging Obligations; provided , that in no circumstances shall Excluded Swap Obligations constitute Secured Hedging Obligations.
“ Swap Obligation ” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
(c) Section 2 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following new Section 2.07 immediately after Section 2.06 :
“SECTION 2.07. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this guarantee in respect of Swap Obligations constituting Hedging Obligations owing to a Hedge Creditor ( provided , however , that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 , or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the Termination Date. Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”
(d) Section 4.03 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following text immediately before the period (“.”) at the end of the first sentence of such Section:
“ provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.
 
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SECTION 4. Amendments to Intercreditor Agreement . Effective as of the Second Amendment Effective Date, and subject to the terms and conditions set forth herein, the Intercreditor Agreement is hereby amended as follows:
(a) Section 1.1 of the Intercreditor Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:
“ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“ ECP ” shall have the meaning assigned to such term in the definition of Excluded Swap Obligation.
“ Excluded Swap Obligation ” shall mean, with respect to any Grantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Grantor of, or the grant by such Grantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (each an “ ECP ”) at the time the guarantee of such Grantor or the grant of such security interest becomes effective with respect to such Swap Obligation; provided that the parties hereto may consent in writing to exclude a given Excluded Swap Obligation (determined as provided above without regard to this proviso) from this definition. If a Swap Obligations arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Grantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“ Secured Hedging Obligations ” shall mean all Hedging Obligations; provided , that in no circumstances shall Excluded Swap Obligations constitute Secured Hedging Obligations.
“ Swap Obligation ” shall mean, with respect to any Grantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
 
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(b) Clause (a)  of Section 4.1 of the Intercreditor Agreement is hereby amended by inserting a return and the following text immediately before the period (“.”) at the end of such clause:
“ provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Grantor which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.
(c) Clause (b)  of Section 4.1 of the Intercreditor Agreement is hereby amended by inserting a return and the following text immediately before the period (“.”) at the end of such clause:
“ provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Grantor which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.
(d) Clause (c)  of Section 4.1 of the Intercreditor Agreement is hereby amended by inserting the following text at the end of sub-clause (y)  therein:
“(it being understood and agreed that this definition shall at all times be subject to the proviso appearing at the end of clauses (a) and (b) above)”.
SECTION 5. Representations and Warranties . To induce the other parties hereto to enter into this Second Amendment, the Borrowers hereby represent and warrant to each other party hereto that, as of the Second Amendment Effective Date: (i) the Second Amendment has been duly authorized, executed and delivered by it and each of this Second Amendment, the Credit Agreement (as amended hereby) and the First-Lien Guarantee and Collateral Agreement (as amended hereby) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) after giving effect to this Second Amendment and the transactions contemplated by this Second Amendment, no Default or Event of Default has occurred and is continuing; (iii) the execution, delivery and performance of this Second Amendment and the performance of the Credit Agreement (as amended hereby), the First-Lien Guarantee and Collateral Agreement (as amended hereby), the incurrence of the 2013 New First-Lien Term Loans, the incurrence of the 2013 Converted Existing First-Lien Term Loans and 2013 Converted Extended First-Lien Term Loans pursuant to the 2013 Term Loan Conversion and the establishment of the 2013 Extended Revolving Credit Commitments (and the incurrence of any Revolving Credit Exposure pursuant thereto) (x) shall not violate any provision of (1) any applicable law, statute, rule or regulation or order of any Governmental Authority, (2) the certificate or articles of incorporation, bylaws or other
 
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constitutive documents of any Loan Party, (3) the Senior Notes Documentation, the New Senior Secured Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (4) any other indenture, agreement or other instrument to which the US Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (y) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (1) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (2) any other such indenture, agreement or other instrument or (z) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrowers or any Restricted Subsidiary (other than Permitted Liens), except, with respect to clauses (x)(1) , (x)(4) , (y)(2) or (z)  above to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.
SECTION 6. Conditions of Effectiveness of this Second Amendment . This Second Amendment shall become effective as of the first date (the “ Second Amendment Effective Date ”) when each of the conditions set forth in this Section 6 shall have been satisfied (which, in the case of clauses (e) , (f) , and (g)  below, may be substantially concurrent with the with the satisfaction of the other conditions specified below):
(a) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, each of the other Loan Parties, each of the 2013 New First-Lien Term Loan Lenders, each of the 2013 Converting Existing First-Lien Term Loan Lenders, each of the 2013 Converting Extended First-Lien Term Loan Lenders, each of the 2013 Extended Revolving Credit Lenders, the Lenders constituting Required Lenders, the Administrative Agent and the First-Lien Collateral Agent.
(b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the US Borrower certifying that the conditions precedent set forth in Section 4.01(b) and (c)  of the Credit Agreement have been satisfied on and as of the Second Amendment Effective Date.
(c) The Administrative Agent shall have received a legal opinion of Weil, Gotshal & Manges LLP, special counsel to the Borrowers, addressed to the Lenders, the Agents, the Swingline Lenders and the Issuing Banks, dated the Second Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received (i) a certificate from the Chief Financial Officer of the US Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying that, after giving effect to this Second Amendment, the US Borrower and its Restricted Subsidiaries (on a consolidated basis) are Solvent, (ii) a certificate of good standing (or subsistence) with respect to each Loan
 
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Party from the Secretary of State (or similar official) of the State of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and (iii) a closing certificate executed by a Responsible Officer of each Borrower, dated the Second Amendment Effective Date, reasonably acceptable to the Administrative Agent, certifying as to the incumbency and specimen signature of each officer of a Loan Party executing this Second Amendment or any other document delivered in connection herewith on behalf of any Loan Party and attaching (A) a true and complete copy of the certificate of incorporation (or other applicable charter document) of the US Borrower, including all amendments thereto, as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (d)(ii) above, (B) a true and complete copy of the by-laws (or other applicable operating agreements) of each Borrower as in effect on the Second Amendment Effective Date, and (C) a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of this Second Amendment and the performance of the Credit Agreement (as amended by this Second Amendment) and the other Loan Documents and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(e) The US Borrower shall have paid to the Administrative Agent, (i) for the account of each 2013 New First-Lien Term Loan Lender, an initial yield payment (the “ 2013 New First-Lien Term Loan Upfront Fee ”) equal to 0.5% of the aggregate principal amount of the 2013 New First-Lien Term Loan to be funded by such 2013 New First-Lien Term Loan Lender on the Second Amendment Effective Date, (ii) for the account of each 2013 Converting First-Lien Term Loan Lender, an initial yield payment (the “ 2013 Converting First-Lien Term Loan Upfront Fee ”) equal to 0.5% of the aggregate principal amount of (x) 2013 Converted Existing First-Lien Term Loans to be “funded” by such 2013 Converting First-Lien Term Loan Lender and (y) 2013 Converted Extended First-Lien Term Loans to be “funded” by such 2013 Converting First-Lien Term Loan Lender, in each case, on the Second Amendment Effective Date pursuant to the 2013 Term Loan Conversion and (iii) for the account of each 2013 Extended Revolving Credit Lender, an initial yield payment (the “ 2013 Extended Revolving Credit Upfront Fee ”) equal to 0.5% of the aggregate amount of the 2013 Extended Revolving Credit Commitments, with each such payment to be earned by, and payable to, each such Lender on the Second Amendment Effective Date (it being understood and agreed that for tax purposes only the 2013 New First-Lien Term Loan Upfront Fee shall be treated as a payment described in Treas. Reg. Section 1.1273-2(g)(2)), which 2013 New First-Lien Term Loan Upfront Fee, 2013 Converting First-Lien Term Loan Upfront Fee and 2013 Extended Revolving Credit Upfront Fee shall be payable in immediately available funds and, once paid, be non-refundable.
(f) An amount equal to the Net Cash Proceeds from the incurrence of the 2013 New First-Lien Term Loans, less the sum of (w) all accrued but unpaid interest with respect to the Existing First-Lien Term Loans, Extended First-Lien Term Loans, Extended Revolving Loans, Existing Non-Extended Revolving Loans and Swingline
 
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Loans as of the Second Amendment Effective Date, (x) the 2013 Converting First-Lien Term Loan Upfront Fee, (y) the 2013 Extended Revolving Credit Upfront Fee and (z) all accrued but unpaid Fees under the Revolving Credit Facilities as of the Second Amendment Effective Date, shall have been applied (immediately following the consummation of the 2013 Term Loan Conversion) to make an optional prepayment of Existing First-Lien Term Loans and Extended First-Lien Term Loans not subject to the 2013 Term Loan Conversion (on a ratable basis between such Classes) pursuant to, and in accordance with the requirements of, Section 2.12 of the Credit Agreement (as modified hereby) and all accrued but unpaid interest, fees and premiums (if any) with respect to all Existing First-Lien Term Loans and Extended First-Lien Term Loans (irrespective of whether such Term Loans are subject to the 2013 Term Loan Conversion and whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement), as well as any amounts payable pursuant to Section 2.16 of the Credit Agreement (as modified hereby), shall have been paid in full.
(g) All Revolving Loans and Swingline Loans made pursuant to the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments shall have been repaid in full, together with all interest, Fees and other amounts accrued under the Revolving Credit Facility as of the Second Amendment Effective Date, and all Existing Non-Extended Revolving Credit Commitments and Extended Revolving Credit Commitments shall have been terminated pursuant to, and in accordance with the requirements of, Section 2.09(b) of the Credit Agreement, as modified hereby (it being acknowledged and agreed that all Letters of Credit issued and outstanding as of the Second Amendment Effective Date shall, pursuant to Section 2.09(e) of the Credit Agreement (as amended hereby) remain outstanding and be deemed to have been issued under the 2013 Extended Revolving Credit Commitments).
(h) The Borrowers, the Loan Parties and the Collateral Agent shall have duly executed and delivered to the Administrative Agent a “Representative Supplement” with respect to the First-Lien Intercreditor Agreement, dated the Second Amendment Effective Date, in substantially the form attached as Annex II to the First-Lien Intercreditor Agreement.
SECTION 7. Post-Closing Requirements . Within 90 days after the Second Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the US Borrower shall deliver to the Administrative Agent:
(a) an amendment to each existing First-Lien Mortgage, in form and substance reasonably acceptable to the Administrative Agent;
(b) an opinion of counsel in each state where each First-Lien Mortgage amendment is to be recorded, in form and substance and from counsel reasonably acceptable to the Administrative Agent; and
(c) a title search confirming that each existing First-Lien Mortgage, as amended, is a first priority Lien on the property encumbered thereby, subject to Permitted Liens.
 
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SECTION 8. Waivers and Consents to Credit Agreement . The Required Lenders hereby waive (and direct the Administrative Agent to waive), (i) the provisions of Section 2.03 of the Credit Agreement requiring three Business Days’ prior written notice of the proposed Eurodollar Borrowing of the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and/or the 2013 Extended Revolving Loans on the Second Amendment Effective Date, (ii) the provisions of Section 2.09(b) of the Credit Agreement requiring three Business Days’ prior written notice of the proposed termination of the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments on the Second Amendment Effective Date and (iii) subject to Section 2.16 of the Credit Agreement, the provision in Section 2.12 of the Credit Agreement requiring three Business Days’ prior written notice of the prepayment of Term Loans and/or Revolving Loans maintained as Eurodollar Loans to the extent (and only to the extent) financed with the proceeds of 2013 New First-Lien Term Loans and/or 2013 Extended Revolving Loans, but only so long as the Borrowers shall have provided the Administrative Agent notice of the proposed Borrowing of 2013 New First-Lien Term Loans and 2013 Extended Revolving Loans, the proposed termination of the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments and the prepayment of the Term Loans and/or Revolving Loans before 12:00 noon (New York time) on the Business Day on which such Borrowing, termination or prepayment is to be made, and subject, in the case of preceding clause (i), to the terms of Section 2.10(c) of the Credit Agreement (as amended hereby).
SECTION 9. Effect of Amendment . (a) Except as expressly set forth in this Second Amendment or in the Credit Agreement, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including all 2013 New First-Lien Term Loans, all 2013 Converted Existing First-Lien Term Loans, all 2013 Converted Extended First-Lien Term Loans and all Revolving Credit Exposure under the 2013 Extended Revolving Credit Commitments), in each case, as amended by this Second Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Second Amendment Effective Date, each reference in (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement in any other Loan Document, in each case shall be deemed a reference to (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement (as amended by this Second Amendment), as the case may be. This Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
 
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SECTION 10. Costs and Expenses . The Borrowers hereby agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Second Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case, as required to be reimbursed pursuant to the Credit Agreement.
SECTION 11. Reaffirmation . By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.
SECTION 12. GOVERNING LAW . THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.07 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS SECOND AMENDMENT AND SHALL APPLY TO THIS SECOND AMENDMENT, MUTATIS MUTANDIS.
SECTION 13. Counterparts . This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Second Amendment shall be effective as delivery of an original executed counterpart of this Second Amendment.
 
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SECTION 14. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Second Amendment.
SECTION 15. Severability . Section 9.12 of the Credit Agreement is hereby incorporated by reference into this Second Amendment and shall apply to this Second Amendment.
[ Remainder of page intentionally blank .]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Peter H. Lori	
Name:	 	Peter H. Lori	
Title:	 	Executive Vice President and	
	 	Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
		
By:	 	/s/ Peter H. Lori	
Name:	 	Peter H. Lori	
Title:	 	Executive Vice President and
Chief Accounting Officer	
 
Signature Page to Univision Second Amendment

 

BROADCAST MEDIA PARTNERS HOLDINGS, INC
EL TRATO, INC.
GALAVISION, INC.
HPN NUMBERS, INC.
KAKW LICENSE PARTNERSHIP, L.P.
KCYT-FM LICENSE CORP.
KDTV LICENSE PARTNERSHIP, G.P.
KECS-FM LICENSE CORP.
KESS-AM LICENSE CORP.
KESS-TV LICENSE CORP.
KFTV LICENSE PARTNERSHIP, G.P.
KHCK-FM LICENSE CORP.
KICI-AM LICENSE CORP.
KICI-FM LICENSE CORP.
KLSQ-AM LICENSE CORP.
KLVE-FM LICENSE CORP.
KMEX LICENSE PARTNERSHIP, G.P.
KMRT-AM LICENSE CORP.
KTNQ-AM LICENSE CORP.
KTVW LICENSE PARTNERSHIP, G.P.
KUVI LICENSE PARTNERSHIP, G.P.
KUVN LICENSE PARTNERSHIP, L.P.
KUVS LICENSE PARTNERSHIP, G.P.
KWEX LICENSE PARTNERSHIP, L.P.
KXLN LICENSE PARTNERSHIP, L.P.
LICENSE CORP. NO. 1
LICENSE CORP. NO. 2
PTI HOLDINGS, INC.
RAWHIDE RADIO, LLC
SERVICIO DE INFORMACION PROGRAMATIVA, INC.
STATION WORKS, LLC
THE UNIVISION NETWORK LIMITED PARTNERSHIP
TICHENOR LICENSE CORPORATION
TMS LICENSE CALIFORNIA, INC.
UFERTAS, LLC
UNIMAS ALBUQUERQUE LLC
UNIMAS BAKERSFIELD LLC
UNIMAS BOSTON LLC
UNIMAS D.C. LLC
UNIMAS DALLAS LLC
UNIMAS FRESNO LLC
UNIMAS HOUSTON LLC
UNIMAS LOS ANGELES LLC
UNIMAS MIAMI LLC
UNIMAS NETWORK
UNIMAS OF SAN FRANCISCO, INC.
UNIMAS ORLANDO INC.
UNIMAS PARTNERSHIP OF DOUGLAS
UNIMAS PARTNERSHIP OF FLAGSTAFF
UNIMAS PARTNERSHIP OF FLORESVILLE
UNIMAS PARTNERSHIP OF PHOENIX
UNIMAS PARTNERSHIP OF SAN ANTONIO
UNIMAS PARTNERSHIP OF TUCSON
UNIMAS SACRAMENTO LLC
UNIMAS SAN FRANCISCO LLC
UNIMAS SOUTHWEST LLC
UNIMAS TAMPA LLC
UNIMAS TELEVISION GROUP, INC.
UNIVISION ATLANTA LLC
UNIVISION CLEVELAND LLC
UNIVISION EMERGING NETWORKS, LLC
UNIVISION ENTERPRISES, LLC
UNIVISION FINANCIAL MARKETING, INC.
UNIVISION HOME ENTERTAINMENT, INC.
UNIVISION INTERACTIVE MEDIA, INC.
UNIVISION INVESTMENTS, INC.
UNIVISION LOCAL MEDIA INC.
UNIVISION MANAGEMENT CO.
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC
UNIVISION NETWORKS & STUDIOS, INC.
UNIVISION NEW YORK LLC
UNIVISION OF ATLANTA INC.
UNIVISION OF NEW JERSEY INC.
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY
UNIVISION OF RALEIGH, INC.
UNIVISION PHILADELPHIA LLC
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY
UNIVISION PUERTO RICO STATION OPERATING COMPANY
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY
UNIVISION RADIO CORPORATE SALES, INC.
UNIVISION RADIO FLORIDA, LLC
UNIVISION RADIO FRESNO, INC.
UNIVISION RADIO GP, INC.
UNIVISION RADIO HOUSTON LICENSE CORPORATION
UNIVISION RADIO INVESTMENTS, INC.
UNIVISION RADIO LAS VEGAS, INC.
UNIVISION RADIO LICENSE CORPORATION
UNIVISION RADIO LOS ANGELES, INC.
UNIVISION RADIO NEW MEXICO, INC.
UNIVISION RADIO NEW YORK, INC.
UNIVISION RADIO PHOENIX, INC.
UNIVISION RADIO SAN DIEGO, INC.
UNIVISION RADIO SAN FRANCISCO, INC.
UNIVISION RADIO, INC.
UNIVISION SERVICES, INC.
UNIVISION STUDIOS, LLC
UNIVISION TELEVISION GROUP, INC.
UNIVISION TEXAS STATIONS LLC
UNIVISION-EV HOLDINGS, LLC
UVN TEXAS L.P.
WADO RADIO, INC.
WADO-AM LICENSE CORP.
WGBO LICENSE PARTNERSHIP, G.P.
WLTV LICENSE PARTNERSHIP, G.P.
WLXX-AM LICENSE CORP.
WPAT-AM LICENSE CORP.
WQBA-AM LICENSE CORP.
WQBA-FM LICENSE CORP.
WXTV LICENSE PARTNERSHIP, G.P.

By:	 	/s/ Peter Lori V	
Name:	 	Peter Lori V	
Title:	 	Executive Vice President and	
	 	Chief Accounting Officer	

Signature Page to Univision Second Amendment

				
UNIMAS CHICAGO LLC		
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.		
UNIVISION RADIO BROADCASTING TEXAS, L.P.		
		
UNIVISION RADIO ILLINOIS, INC.		
WLII/WSUR LICENSE PARTNERSHIP, G.P.		
WUVC LICENSE PARTNERSHIP G.P.		
			
By:	 	/s/ Peter Lori		
Name:	 	Peter Lori		
Title:	 	Vice President, Assistant		
	 	Secretary and Assistant Treasurer		
 
Signature Page to Univision Second Amendment

							
DEUTSCHE BANK AG NEW YORK BRANCH,	
as Administrative Agent, 2013 New First-Lien	
Term Loan Lender, 2013 Extended Revolving	
Credit Lender and First-Lien Collateral Agent	
			
	 	By:	 	/s/ Anca Trifan	
	 		 	Name:	 	Anca Trifan	
	 		 	Title:	 	Managing Director	
			
	 	By:	 	/s/ Dusan Lazarov	
	 		 	Name:	 	Dusan Lazarov	
	 		 	Title:	 	Director	
 
Signature Page to Univision Second Amendment

SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, WITH RESPECT TO, INTER ALIA , THE CREDIT AGREEMENT, DATED AS OF MARCH 29, 2007, AS AMENDED AS OF JUNE 19, 2009, AS AMENDED AND RESTATED AS OF OCTOBER 26, 2010, AND AS FURTHER AMENDED AS OF AUGUST 21, 2012, AMONG UNIVISION COMMUNICATIONS INC., UNIVISION OF PUERTO RICO INC., DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, AND VARIOUS LENDERS AND AGENTS PARTY THERETO
By executing this signature page:
 
A.	as a 2013 Converting Existing First-Lien Term Loan Lender, the undersigned institution agrees (i) to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to convert all or a portion of its Existing First-Lien Term Loans into a 2013 Converted Existing First-Lien Term Loan on the Second Amendment Effective Date in a principal amount equal to its Allocated Existing Term Loan Converted Amount; and/or	
 
B.	as a 2013 Converting Extended First-Lien Term Loan Lender, the undersigned institution agrees (i) to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to convert all or a portion of its Extended First-Lien Term Loans into a 2013 Converted Extended First-Lien Term Loan on the Second Amendment Effective Date in a principal amount equal to its Allocated Extended Term Loan Converted Amount; and/or	
 
C.	as a 2013 New First-Lien Term Loan Lender, the undersigned institution agrees (i) to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to make a 2013 New First-Lien Term Loan on the Second Amendment Effective Date in a principal amount set forth opposite its name on Schedule 1 hereto; and/or	
 
D.	as a 2013 Extended Revolving Credit Lender, the undersigned institution (i) agrees to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to provide a 2013 Extended Revolving Credit Commitment in the amount set forth opposite its name on Schedule 1 hereto; and/or	
 
E.	as a Lender, the undersigned institution agrees to the terms of the Second Amendment.	
 
Signature Page to Univision Second Amendment

SCHEDULE 1
2013 NEW FIRST-LIEN TERM LOAN COMMITMENTS

2013 New First-Lien Term Loan Lender	  	2013 New First-Lien Term Loan Commitment	 	
Deutsche Bank AG New York Branch	  	$	1,100,000,000	  	
2013 EXTENDED REVOLVING CREDIT COMMITMENTS

2013 Extended Revolving Credit Lender	  	2013 Extended Revolving Credit Commitment	 	
Deutsche Bank AG New York Branch	  	$	125,000,000	  	
Bank of America, N.A.	  	$	90,000,000	  	
Barclays Bank PLC	  	$	80,000,000	  	
Credit Suisse AG, Cayman Islands Branch	  	$	70,000,000	  	
Wells Fargo Bank, National Association	  	$	62,622,405.27	  	
Natixis, New York Branch	  	$	35,000,000	  	
Mizuho Corporate Bank, Ltd.	  	$	25,000,000	  	

Exhibit 4.1(f)
Execution Version
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of March 29 2013, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ First-Lien Guarantee and Collateral Agreement ”), among Broadcast Media Partners Holdings, Inc., a Delaware corporation (“ Holdings ”), Umbrella Acquisition, Inc., a Delaware corporation (“ Merger Sub ”) to be merged with and into Univision Communications Inc. (the “ US Borrower ”), Univision Of Puerto Rico Inc., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and Deutsche Bank AG New York Branch, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and Deutsche Bank, AG New York Branch, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007 as amended as of June 19, 2009, and as amended and restated as of October 26, 2010, as amended as of August 21, 2012 and as further amended as of February 28, 2013 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, and the other agents party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement as applicable.
C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit.
D. Section 7.16 of the First-Lien Guarantee and Collateral Agreement and Section 5.09 of the Credit Agreement provide that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.
E. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
F. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
G. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
H. The undersigned subsidiaries of the US Borrower (each, a “ New Subsidiary ”; and, collectively, the “ New Subsidiaries ”) are each executing this Supplement in accordance with the requirements of the Credit Agreement to become Subsidiary Guarantors and Grantors under the First Lien Guarantee and Collateral Agreement, Parties to the Intercompany Subordination Agreement, Grantors under the Original Intercreditor Agreement and Grantors under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
 
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Accordingly, the First-Lien Collateral Agent and each New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement and Section 5.09 of the Credit Agreement, each New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and such New Subsidiary hereby (a) agrees to all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of such New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of such New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include such New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, each New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and such New Subsidiary hereby agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder. Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include such New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, each New Subsidiary by its signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and such New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the Original Intercreditor Agreement shall be deemed to include such New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
 
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SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, each New Subsidiary by its signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and such New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include such New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 5. Each New Subsidiary represents and warrants to the First-Lien Collateral Agent and the other Secured Parties that this Supplement (when delivered) has been duly executed and delivered by each New Subsidiary. This Supplement constitutes a legal, valid and binding obligation of each New Subsidiary enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.
SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Subsidiary and the First-Lien Collateral Agent, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format via email) shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 7. Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by such New Subsidiary and (ii) any and all Intellectual Property now owned by such New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of such New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
 
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SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to each New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 12. Each New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent, in each case, in accordance with and to the extent required by Section 9.05(a) of the Credit Agreement.
[Remainder of Page Intentionally Left Blank]
 
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IN WITNESS WHEREOF, each of the New Subsidiaries and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

NEW UNIVISION DEPORTES, LLC	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President, and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
NEW UNIVISION ENTERPRISES, LLC	
			
	 	By	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President, and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
UNIVISION 24/7, LLC	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President, and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
	
UNIVISION TLNOVELAS, LLC	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President, and Chief Accounting Officer	
	 		 	Jurisdiction of Formation: Delaware	
 
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

					
DEUTSCHE BANK AG NEW YORK	
BRANCH, as First-Lien Collateral Agent,	
			
	 	by	 	/s/ Anca Trafan	
	 		 	Name:  Anca Trafan	
	 		 	Title:    Managing Director	
			
	 	by	 	/s/ Dusan Lazarov	
	 		 	Name:  Dusan Lazarov	
	 		 	Title:    President	
 
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

SCHEDULE I
Collateral of New Subsidiaries
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.1(g)
Execution Version
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of November 13, 2013, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ First-Lien Guarantee and Collateral Agreement ”), among Broadcast Media Partners Holdings, Inc., a Delaware corporation (“ Holdings ”), Umbrella Acquisition, Inc., a Delaware corporation (“ Merger Sub ”) to be merged with and into Univision Communications Inc., a Delaware corporation (the “ US Borrower ”), Univision of Puerto Rico Inc., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and Deutsche Bank AG New York Branch, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and Deutsche Bank, AG New York Branch, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010, as amended as of August 21, 2012, as amended as of February 28, 2013 and as further amended as of May 29, 2013 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, and the other agents party thereto.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement, as applicable.
C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit.
D. Section 7.16 of the First-Lien Guarantee and Collateral Agreement and Section 5.09 of the Credit Agreement provide that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.
E. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
F. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
G. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
H. The undersigned subsidiary of the US Borrower (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and Grantor under the First Lien Guarantee and Collateral Agreement, a Party to the Intercompany Subordination Agreement, a Grantor under the Original Intercreditor Agreement and a Grantor under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
 
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Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement and Section 5.09 of the Credit Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof).In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, the New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and the New Subsidiary hereby agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder. Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include the New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, the New Subsidiary by its signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the Original Intercreditor Agreement shall be deemed to include the New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
 
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SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, the New Subsidiary by its signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include the New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 5. The New Subsidiary represents and warrants to the First-Lien Collateral Agent and the other Secured Parties that this Supplement (when delivered) has been duly executed and delivered by the New Subsidiary. This Supplement constitutes a legal, valid and binding obligation of the New Subsidiary enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.
SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the First-Lien Collateral Agent, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format via email) shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 7. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
 
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SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 12. The New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent, in each case, in accordance with and to the extent required by Section 9.05(a) of the Credit Agreement.
[Remainder of Page Intentionally Left Blank]
 
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IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

UNIVISION DEPORTES, LLC	
		
by	 	/s/ Peter H. Lori	
	 	Name: Peter H. Lori	
	 	Title: Executive Vice President, and	
	 	Chief Accounting Officer	
	 	Jurisdiction of Formation: Delaware	
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND
OTHER LOAN DOCUMENTS (CREDIT AGREEMENT)

			
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
		
by	 	/s/ Anca Trifan	
	 	Name: Anca Trifan	
	 	Title: Managing Director	
		
by	 	/s/ Lisa Wong	
	 	Name: Lisa Wong	
	 	Title: Vice President	
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT
(CREDIT AGREEMENT)

SCHEDULE I
Collateral of New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.1(h)
SUPPLEMENT
SUPPLEMENT (this “ Supplement ”), dated as of June 25, 2015, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ First-Lien Guarantee and Collateral Agreement ”), among Broadcast Media Partners Holdings, Inc., a Delaware corporation (“ Holdings ”), Umbrella Acquisition, Inc., a Delaware corporation (“ Merger Sub ”) to be merged with and into Univision Communications Inc. (the “ US Borrower ”), Univision Of Puerto Rico Inc., a Delaware corporation (“ Subsidiary Borrower ” and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), each subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”; the Subsidiary Guarantors, the Borrowers and Holdings are referred to collectively herein as the “ Grantors ”) and Deutsche Bank AG New York Branch, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”) for the Secured Parties (as defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Intercompany Subordination Agreement ”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 and amended as of February 28, 2013 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Original Intercreditor Agreement ”), among Holdings, Merger Sub, the Borrowers, certain other Grantors (as defined therein) and Deutsche Bank, AG New York Branch, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ First-Lien Intercreditor Agreement ”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity.
A. Reference is made to the Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010, as amended as of August 21, 2012, as amended as of February 28, 2013, as amended as of May 29, 2013 and as amended as of January 23, 2014 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, and the other agents party thereto.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement as applicable.

C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit.
D. Section 7.16 of the First-Lien Guarantee and Collateral Agreement and Section 5.09 of the Credit Agreement provide that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.
E. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
F. Section 8.18 of the Original Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
G. Section 5.16 of the First-Lien Intercreditor Agreement provides that additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent.
H. The undersigned subsidiary of the US Borrower (the “ New Subsidiary ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and Grantor under the First Lien Guarantee and Collateral Agreement, Party to the Intercompany Subordination Agreement, Grantor under the Original Intercreditor Agreement and Grantor under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties.
Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement and Section 5.09 of the Credit Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of
 
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the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis .
SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, the New Subsidiary by its signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and such New Subsidiary hereby agrees to all the terms and provisions of, the Intercompany Subordination Agreement applicable to it as a Party thereunder. Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include the New Subsidiary. The Intercompany Subordination Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 3. In accordance with Section 8.18 of the Original Intercreditor Agreement, the New Subsidiary by its signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and such New Subsidiary hereby (a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “ Grantor ” in the Original Intercreditor Agreement shall be deemed to include the New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 4. In accordance with Section 5.16 of the First-Lien Intercreditor Agreement, the New Subsidiary by its signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include the New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein as if specifically set forth herein, mutatis mutandis.
SECTION 5. The New Subsidiary represents and warrants to the First-Lien Collateral Agent and the other Secured Parties that this Supplement (when delivered) has been duly executed and delivered by the New Subsidiary. This Supplement constitutes a legal, valid and binding obligation of the New Subsidiary enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.
 
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SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the First-Lien Collateral Agent, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format via email) shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 7. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by such New Subsidiary and (ii) any and all Intellectual Property now owned by such New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization.
SECTION 8. Except as expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 10. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement 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 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 11. All communications and notices hereunder shall (except as otherwise expressly permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
 
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SECTION 12. The New Subsidiary agrees to reimburse the First-Lien 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 First-Lien Collateral Agent, in each case, in accordance with and to the extent required by Section 9.05(a) of the Credit Agreement.
[Remainder of Page Intentionally Left Blank]
 
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IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed this Supplement as of the date first above written.

UNIVISION DIGITAL MUSIC, LLC	
		
By:	 	/s/ Peter H. Lori	
	 	Name: Peter H. Lori	
	 	Title:   Executive Vice President Finance,	
	 	            Chief Financial Officer and Chief	
	 	            Accounting Officer	
	 	Jurisdiction of Formation: Delaware	
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

			
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
		
By:	 	/s/ Anca Trifan	
	 	Name: Anca Trifan	
	 	Title: Managing Director	
		
By:	 	/s/ Michael Winters	
	 	Name: Michael Winters	
	 	Title: Vice President	
SIGNATURE PAGE TO SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT

SCHEDULE I
Collateral of New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.

Exhibit 4.6(l)
EXECUTION VERSION
REPRESENTATIVE SUPPLEMENT NO. 12 dated as of April 21, 2015 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009 as supplemented by the joinder agreement, dated as of October 26, 2010, the supplement dated as of February 14, 2011, the supplement dated as of May 9, 2011, the supplement dated as of February 7, 2012, the supplement dated as of August 29, 2012, the supplement dated as of September 19, 2012, the supplement dated as of February 28, 2013, the supplement dated as of May 21, 2013, the supplement dated as of May 29, 2013, the supplement dated as of November 13, 2013, the supplement dated as of January 23, 2014, Representative Supplement No. 10, dated as of February 19, 2015 and Representative Supplement No. 11, dated as of February 19, 2015 (the “ Eleventh Supplement ”) (the “ First-Lien Intercreditor Agreement ”), among Univision Communications Inc., a Delaware corporation (the “ Company ”), Univision of Puerto Rico Inc., a Delaware corporation (the “ Subsidiary Borrower ”), certain subsidiaries and affiliates of the Company (each a “ Grantor ”), Deutsche Bank AG New York Branch, as Collateral Agent for the First-Lien Secured Parties under the First-Lien Security Documents (in such capacity, the “ Collateral Agent ”), Deutsche Bank AG New York Branch, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as Initial Additional Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.
A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First-Lien Intercreditor Agreement.
B. Pursuant to the Eleventh Supplement, the Company has previously designated its 5  1 ⁄ 8 % Senior Secured Notes due 2025 (the “ Notes ”) issued pursuant to the Indenture dated as of February 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), among the Company, certain other parties thereto, Wilmington Trust, National Association, as Trustee (the “ Trustee ”) as a Series of “ Senior Class Debt ”.
C. On the date of the Indenture, the Company issued $750,000,000 aggregate principal amount of Notes (the “ Original Notes ”).
D. On the date hereof, the Company is issuing an additional $810,000,000 aggregate principal amount of Notes (the “ New Notes ”) under the Indenture. As used herein, the Original Notes and the New Notes are collectively referred to as the “ Senior Class Debt ” and the Trustee is referred to as the “ Senior Class Debt Representative ”.
E. In order to ensure that the obligations of the Grantors in respect of the New Notes are secured with the Senior Lien on the same basis as the obligations of the Grantors in respect of the Original Notes (it being understood that the Original Notes and the Senior Notes constitute a single Series of Additional First-Lien Obligations pursuant to the Intercreditor Agreement) and to have such Additional First-Lien Obligations guaranteed by the Grantors on a senior basis, in each case under and pursuant to the First-Lien Security Documents relating to the Additional First-Lien Obligations, the Trustee acting as the Senior Class Debt Representative in respect of such Senior Class Debt is required to become an Authorized Representative under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations. The Trustee is executing
 
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this supplement in order to ensure that the New Notes constitute Additional First Lien Obligations. Section 5.13 of the First-Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become an Authorized Representative under, and such Senior Class Debt and such Senior Class Debt Parties may become subject to and bound by, the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations, pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 5.13 of the First-Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative is executing this Representative Supplement in accordance with the requirements of the First-Lien Intercreditor Agreement and the First-Lien Security Documents.
Accordingly, the Collateral Agent and the Senior Class Debt Representative agree as follows:
SECTION 1. In accordance with Section 5.13 of the First-Lien Intercreditor Agreement, the Senior Class Debt Representative by its signature below becomes an Authorized Representative under, and the related Senior Class Debt and Senior Class Debt Parties become subject to and bound by, the First-Lien Intercreditor Agreement and the First Lien Security Documents relating to the Additional First-Lien Obligations with the same force and effect as if the Senior Class Debt Representative had originally been named therein as an Authorized Representative, and the Senior Class Debt Representative, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the First-Lien Intercreditor Agreement and the First Lien Security Documents relating to the Additional First-Lien Obligations applicable to it as an Authorized Representative and to the Senior Class Debt Parties that it represents as Additional First-Lien Secured Parties. Each reference to an “ Authorized Representative ” in the First-Lien Intercreditor Agreement shall be deemed to include the Senior Class Debt Representative. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 2. The Senior Class Debt Representative represents and warrants to the Collateral Agent and the other First-Lien Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as the Trustee under the Indenture; (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Additional First-Lien Documents relating to such Senior Class Debt provide that, upon the Senior Class Debt Representative’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the First-Lien Intercreditor Agreement as Additional First-Lien Secured Parties. Based solely on the authority given to it under Section 12.02 of the Indenture, the Senior Class Debt Representative hereby irrevocably appoints and authorizes the Collateral Agent to act as collateral agent on its behalf and on behalf of the Senior Class Debt Parties and to exercise such powers under the Collateral Agreement, dated as of July 9, 2009 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company, the Collateral Agent and certain other parties thereto, and the other First-Lien Security Documents relating to Additional First-Lien Obligations as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto.
 
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SECTION 3. Within 60 days following the date hereof (or such later date as the Collateral Agent may agree to in its sole discretion), with respect to each real property identified as “Mortgaged Property” on Schedule VII of the Security Agreement, the Company or the applicable Grantor shall provide to the Collateral Agent (i) an amendment to each existing mortgage for purposes of ensuring the Notes Obligations (as defined in the Indenture) are entitled to the benefits of the Liens created by such mortgages and (ii) an Opinion of Counsel (as defined in the Indenture) from the jurisdiction in which each such property is located, substantially similar to those provided with respect to the 2020 Notes, the 2022 Notes, the 2023 Notes and the 2025 Notes (as defined in the Indenture), except concerning matters relating to the Notes and the mortgages as amended by such amendments.
SECTION 4. This Representative 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 Representative Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Representative Supplement that bears the signature of the Senior Class Debt Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format) shall be effective as delivery of a manually signed counterpart of this Representative Supplement.
SECTION 5. Except as expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 6. THIS REPRESENTATIVE 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 Representative Supplement should be held invalid, illegal or unenforceable in any respect, no 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 First-Lien Intercreditor 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 5.01 of the First-Lien Intercreditor Agreement. All communications and notices hereunder to the Senior Class Debt Representative shall be given to it at the address set forth below its signature hereto.
SECTION 9. The Company and the Subsidiary Borrower agree to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent, in each case as provided for (and subject to) Section 7.04 of the Security Agreement.
 
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SECTION 10. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Representative Supplement No. 12.
 
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IN WITNESS WHEREOF, the Senior Class Debt Representative and the Collateral Agent have duly executed this Representative Supplement to the First-Lien Intercreditor Agreement as of the day and year first above written.

WILMINGTON TRUST, NATIONAL ASSOCIATION,	
in its capacity as Trustee under the Indenture, as Senior Class Debt Representative for the holders of the Notes,	
		
By:	 	/s/ Joseph P. O’Donnell	
Name:	 	Joseph P. O’Donnell	
Title:	 	Vice President	

Address for notices:	 	246 Goose Lane, Suite
105 Guilford, CT 06437	

Attention of:	 	Joseph O’ Donnell	
Telecopy:	 	203-453-1183	
 
[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]

							
Acknowledged by:	
	
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent,	
			
	 	By:	 	/s/ Anca Trifan	
	 		 	Name:	 	Anca Trifan	
	 		 	Title:	 	Managing Director	
			
	 	By:	 	/s/ Dusan Lazarov	
	 		 	Name:	 	Dusan Lazarov	
	 		 	Title:	 	Director	
 
[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]

							
UNIVISION COMMUNICATIONS INC.,	
as Company	
			
	 	By:	 	/s/ Peter Lori	
	 		 	Name:	 	Peter Lori	
	 		 	Title:	 	Interim Chief Financial Officer and Executive Vice President Finance and Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.,
as Subsidiary Borrower	
			
	 	By:	 	/s/ Peter Lori	
	 		 	Name:	 	Peter Lori	
	 		 	Title:	 	Interim Chief Financial Officer and Executive Vice President Finance and Chief Accounting Officer	
 
[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]

					
BROADCAST MEDIA PARTNERS HOLDINGS, INC.,	
		
By:	 	/s/ Peter Lori	
	 	Name:	 	Peter Lori	
	 	Title:	 	Interim Chief Financial Officer and Executive Vice President Finance and Chief Accounting Officer	
 
[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]

EL TRATO, INC.
GALAVISION, INC.
HPN NUMBERS, INC.
KAKW LICENSE PARTNERSHIP, L.P.
KCYT-FM LICENSE CORP.
KDTV LICENSE PARTNERSHIP, G.P.
KECS-FM LICENSE CORP.
KESS-AM LICENSE CORP.
KESS-TV LICENSE CORP.
KFTV LICENSE PARTNERSHIP, G.P.
KHCK-FM LICENSE CORP.
KICI-AM LICENSE CORP.
KICI-FM LICENSE CORP.
KLSQ-AM LICENSE CORP.
KLVE-FM LICENSE CORP.
KMEX LICENSE PARTNERSHIP, G.P.
KMRT-AM LICENSE CORP.
KTNQ-AM LICENSE CORP.
KTVW LICENSE PARTNERSHIP, G.P.
KUVI LICENSE PARTNERSHIP, G.P.
KUVN LICENSE PARTNERSHIP, L.P.
KUVS LICENSE PARTNERSHIP, G.P.
KWEX LICENSE PARTNERSHIP, L.P.
KXLN LICENSE PARTNERSHIP, L.P.
LICENSE CORP. NO 1
LICENSE CORP. NO. 2
NEW UNIVISION DEPORTES, LLC
NEW UNIVISION ENTERPRISES, LLC
PTI HOLDINGS, INC.
SERVICIO DE INFORMACION PROGRAMATIVA, INC.
STATION WORKS, LLC
THE UNIVISION NETWORK LIMITED PARTNERSHIP
TICHENOR LICENSE CORPORATION
TMS LICENSE CALIFORNIA, INC.
UFERTAS, LLC
UNIMAS ALBUQUERQUE LLC
UNIMAS BAKERSFIELD LLC
UNIMAS BOSTON LLC
UNIMAS CHICAGO LLC
UNIMAS D.C. LLC
UNIMAS DALLAS LLC
UNIMAS FRESNO LLC
UNIMAS HOUSTON LLC
UNIMAS LOS ANGELES LLC
UNIMAS MIAMI LLC
UNIMAS NETWORK
UNIMAS OF SAN FRANCISCO, INC.
UNIMAS ORLANDO INC.
UNIMAS PARTNERSHIP OF DOUGLAS
UNIMAS PARTNERSHIP OF FLAGSTAFF
UNIMAS PARTNERSHIP OF FLORESVILLE
UNIMAS PARTNERSHIP OF PHOENIX
UNIMAS PARTNERSHIP OF SAN ANTONIO
UNIMAS PARTNERSHIP OF TUCSON
UNIMAS SACRAMENTO LLC
UNIMAS SAN FRANCISCO LLC
UNIMAS SOUTHWEST LLC
UNIMAS TAMPA EEC
UNIMAS TELEVISION GROUP, INC.
UNIVISION 24/7, LLC
UNIVISION ATLANTA LLC
UNIVISION CLEVELAND LLC
UNIVISION DEPORTES, LLC
UNIVISION EMERGING NETWORKS, LLC
UNIVISION ENTERPRISES, EEC
UNIVISION FINANCIAL MARKETING, INC.
UNIVISION HOME ENTERTAINMENT, INC.
UNIVISION INTERACTIVE MEDIA, INC.
UNIVISION INVESTMENTS, INC.
UNIVISION LOCAL MEDIA INC.
UNIVISION MANAGEMENT CO.
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC
UNIVISION NETWORKS & STUDIOS, INC.
UNIVISION NEW YORK LLC
UNIVISION OF ATLANTA INC.
UNIVISION OF NEW JERSEY INC.
UNIVISION OF PUERTO RICO INC.
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY
UNIVISION OF RALEIGH, INC
UNIVISION PHILADELPHIA LLC
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY
UNIVISION PUERTO RICO STATION OPERATING COMPANY
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY
UNIVISION RADIO BROADCASTING PUERTO RICO. L.P.
UNIVISION RADIO BROADCASTING TEXAS, L.P.
UNIVISION RADIO CORPORATE: SALES, INC.
UNIVISION RADIO FLORIDA. LLC
UNIVISION RADIO FRESNO, INC.
UNIVISION RADIO GP, INC.
UNIVISION RADIO HOUSTON LICENSE CORPORATION
UNIVISION RADIO ILLINOIS. INC.
UNIVISION RADIO INVESTMENTS. INC.
UNIVISION RADIO LAS VEGAS, INC.
UNIVISION RADIO LICENSE CORPORATION
UNIVISION RADIO LOS ANGELES, INC.
UNIVISION RADIO NEW MEXICO, INC.
UNIVISION RADIO NEW YORK, INC.
UNIVISION RADIO PHOENIX, INC.
UNIVISION RADIO SAN DIEGO, INC.
UNIVISION RADIO SAN FRANCISCO, INC.
UNIVISION RADIO, INC.
UNIVISION SERVICES, INC.
UNI VISION STUDIOS, EEC
UNIVISION TELEVISION GROUP. INC.
UNIVISION TEXAS STATIONS LLC
UNIVISION TL NOVELAS, LLC
UNIVISION IP HOLDINGS, LLC
UVN TEXAS L.P.
WADO RADIO, INC.
WADO-AM LICENSE CORP.
WGBO LICENSE PARTNERSHIP, G.P.
WLH/WSUR LICENSE PARTNERSHIP, G.P.
WLTV LICENSE PARTNERSHIP, G.P.
WLXX-AM LICENSE CORP.
WUVC LICENSE PARTNERSHIP G.P.
WPAT-AM LICENSE CORP.
WQBA-AM LICENSE CORP.
WQBA-FM LICENSE CORP.
WXTV LICENSE PARTNERSHIP, G.P.

							
	  	By:	 	/s/ Peter H. Lori	
	  		 	Name:	 	Peter H. Lori	
	  		 	Title:	 	Interim Chief Financial Officer and Executive	
	  		 		 	Vice President and	
	  		 		 	Chief Accounting Officer	
 
[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]

Exhibit 10.1

 
CREDIT AGREEMENT
dated as of
March 29, 2007,
As Amended as of June 19, 2009,
As Amended and Restated as of October 26, 2010
As Amended as of August 21, 2012, February 28, 2013,
May 29, 2013, January 23, 2014 and September 3, 2015
among
UNIVISION COMMUNICATIONS INC.
and
UNIVISION OF PUERTO RICO INC.,
as the Borrowers,
THE LENDERS PARTY HERETO
and
DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent and First-Lien Collateral Agent

DEUTSCHE BANK SECURITIES INC.
and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Bookrunners for the First-Lien Facilities,
BANC OF AMERICA SECURITIES LLC,
as Documentation Agent for the First-Lien Facilities,
and
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
WACHOVIA BANK, NATIONAL ASSOCIATION,
THE ROYAL BANK OF SCOTLAND, PLC,
and
LEHMAN BROTHERS INC.,
as Joint Syndication Agents for the First-Lien Facilities

 

TABLE OF CONTENTS

 	 	 	 	 	  	Page	 	
		
ARTICLE I Definitions	  	 	1	 	
				
	 	SECTION 1.01.	 	Defined Terms	  	 	1	 	
	 	SECTION 1.02.	 	Terms Generally	  	 	79	 	
	 	SECTION 1.03.	 	Classification of Loans and Borrowings	  	 	80	 	
	 	SECTION 1.04.	 	Rounding	  	 	80	 	
	 	SECTION 1.05.	 	References to Agreements and Laws	  	 	80	 	
	 	SECTION 1.06.	 	Times of Day	  	 	80	 	
	 	SECTION 1.07.	 	Timing of Payment or Performance	  	 	80	 	
	 	SECTION 1.08.	 	Letter of Credit Amounts	  	 	81	 	
	 	SECTION 1.09.	 	Exchange Rate; Currency Equivalents Generally	  	 	81	 	
	 	SECTION 1.10.	 	Alternative Currencies	  	 	81	 	
	 	SECTION 1.11.	 	Pro Forma Calculations	  	 	82	 	
	 	SECTION 1.12.	 	Effect of Restatement	  	 	83	 	
		
ARTICLE II The Credits	  	 	83	 	
				
	 	SECTION 2.01.	 	Commitments; Conversions	  	 	83	 	
	 	SECTION 2.02.	 	Loans	  	 	87	 	
	 	SECTION 2.03.	 	Borrowing Procedure	  	 	89	 	
	 	SECTION 2.04.	 	Evidence of Debt; Repayment of Loans	  	 	90	 	
	 	SECTION 2.05.	 	Fees	  	 	92	 	
	 	SECTION 2.06.	 	Interest on Loans	  	 	94	 	
	 	SECTION 2.07.	 	Default Interest	  	 	95	 	
	 	SECTION 2.08.	 	Alternate Rate of Interest	  	 	95	 	
	 	SECTION 2.09.	 	Termination and Reduction of Commitments	  	 	95	 	
	 	SECTION 2.10.	 	Conversion and Continuation of Borrowings	  	 	98	 	
	 	SECTION 2.11.	 	Repayment of Term Borrowings	  	 	103	 	
	 	SECTION 2.12.	 	Optional Prepayment	  	 	105	 	
	 	SECTION 2.13.	 	Mandatory Prepayments	  	 	109	 	
	 	SECTION 2.14.	 	Reserve Requirements; Change in Circumstances	  	 	112	 	
	 	SECTION 2.15.	 	Change in Legality	  	 	113	 	
	 	SECTION 2.16.	 	Indemnity	  	 	114	 	
	 	SECTION 2.17.	 	Pro Rata Treatment	  	 	114	 	
	 	SECTION 2.18.	 	Sharing of Setoffs	  	 	115	 	
	 	SECTION 2.19.	 	Payments	  	 	115	 	
	 	SECTION 2.20.	 	Taxes	  	 	116	 	
	 	SECTION 2.21.	 	Assignment of Commitments under Certain Circumstances; Duty to Mitigate	  	 	118	 	
	 	SECTION 2.22.	 	Swingline Loans	  	 	119	 	
	 	SECTION 2.23.	 	Letters of Credit	  	 	121	 	
	 	SECTION 2.24.	 	Incremental Credit Extensions	  	 	126	 	
	 	SECTION 2.25.	 	Refinancing Amendments	  	 	127	 	
	 	SECTION 2.26.	 	Concerning Joint and Several Liability of the Borrowers	  	 	129	 	
 
i

TABLE OF CONTENTS
(continued)

 	 	 	 	 	  	Page	 	
		
ARTICLE III Representations and Warranties	  	 	131	 	
				
	 	SECTION 3.01.	 	Organization; Powers	  	 	131	 	
	 	SECTION 3.02.	 	Authorization	  	 	131	 	
	 	SECTION 3.03.	 	Enforceability	  	 	131	 	
	 	SECTION 3.04.	 	Governmental Approvals	  	 	132	 	
	 	SECTION 3.05.	 	Financial Statements	  	 	132	 	
	 	SECTION 3.06.	 	No Material Adverse Change	  	 	132	 	
	 	SECTION 3.07.	 	Title to Properties	  	 	132	 	
	 	SECTION 3.08.	 	Subsidiaries	  	 	133	 	
	 	SECTION 3.09.	 	Litigation; Compliance with Laws	  	 	133	 	
	 	SECTION 3.10.	 	Federal Reserve Regulations	  	 	133	 	
	 	SECTION 3.11.	 	Investment Company Act	  	 	133	 	
	 	SECTION 3.12.	 	Taxes	  	 	133	 	
	 	SECTION 3.13.	 	No Material Misstatements	  	 	134	 	
	 	SECTION 3.14.	 	Employee Benefit Plans	  	 	134	 	
	 	SECTION 3.15.	 	Environmental Matters	  	 	134	 	
	 	SECTION 3.16.	 	Security Documents	  	 	134	 	
	 	SECTION 3.17.	 	Location of Real Property and Leased Premises	  	 	135	 	
	 	SECTION 3.18.	 	Labor Matters	  	 	135	 	
	 	SECTION 3.19.	 	Solvency	  	 	135	 	
	 	SECTION 3.20.	 	Intellectual Property	  	 	135	 	
	 	SECTION 3.21.	 	Subordination of Junior Financing	  	 	135	 	
	 	SECTION 3.22.	 	Special Representations Relating to FCC Licenses, Etc.	  	 	136	 	
	 	SECTION 3.23.	 	Use of Proceeds	  	 	136	 	
		
ARTICLE IV Conditions of Lending	  	 	136	 	
				
	 	SECTION 4.01.	 	All Credit Events	  	 	136	 	
	 	SECTION 4.02.	 	First Credit Event	  	 	137	 	
		
ARTICLE V Affirmative Covenants	  	 	139	 	
				
	 	SECTION 5.01.	 	Existence; Compliance with Laws; Businesses and Properties	  	 	139	 	
	 	SECTION 5.02.	 	Insurance	  	 	140	 	
	 	SECTION 5.03.	 	Taxes	  	 	140	 	
	 	SECTION 5.04.	 	Financial Statements, Reports, etc.	  	 	141	 	
	 	SECTION 5.05.	 	Notices	  	 	142	 	
	 	SECTION 5.06.	 	Information Regarding Collateral	  	 	143	 	
	 	SECTION 5.07.	 	Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings	  	 	143	 	
	 	SECTION 5.08.	 	Use of Proceeds	  	 	143	 	
	 	SECTION 5.09.	 	Further Assurances	  	 	144	 	
	 	SECTION 5.10.	 	Interest Rate Protection	  	 	146	 	
	 	SECTION 5.11.	 	Designation of Subsidiaries	  	 	146	 	
	 	SECTION 5.12.	 	Broadcast License Subsidiaries	  	 	147	 	
	 	SECTION 5.13.	 	Post-Closing Obligations	  	 	148	 	
 
ii

TABLE OF CONTENTS
(continued)

 	 	 	 	 	  	Page	 	
				
	 	SECTION 5.14.	 	Mortgage Amendment	  	 	148	 	
	 	SECTION 5.15.	 	PIK Toggle Notes Redemption	  	 	148	 	
		
ARTICLE VI Negative Covenants	  	 	148	 	
				
	 	SECTION 6.01.	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	148	 	
	 	SECTION 6.02.	 	Liens	  	 	154	 	
	 	SECTION 6.03.	 	Restricted Payments	  	 	154	 	
	 	SECTION 6.04.	 	Fundamental Changes	  	 	160	 	
	 	SECTION 6.05.	 	Asset Sales	  	 	163	 	
	 	SECTION 6.06.	 	Transactions with Affiliates	  	 	163	 	
	 	SECTION 6.07.	 	Restrictive Agreements	  	 	166	 	
	 	SECTION 6.08.	 	Business of the US Borrower and its Restricted Subsidiaries	  	 	167	 	
	 	SECTION 6.09.	 	Modification of Junior Financing Documentation	  	 	167	 	
	 	SECTION 6.10.	 	Financial Covenant	  	 	168	 	
	 	SECTION 6.11.	 	Accounting Changes	  	 	169	 	
		
ARTICLE VII Events of Default	  	 	169	 	
				
	 	SECTION 7.01.	 	Events of Default	  	 	169	 	
	 	SECTION 7.02.	 	Right to Cure	  	 	172	 	
		
ARTICLE VIII The Administrative Agent and the First-Lien Collateral Agent	  	 	173	 	
		
ARTICLE IX Miscellaneous	  	 	177	 	
				
	 	SECTION 9.01.	 	Notices	  	 	177	 	
	 	SECTION 9.02.	 	Survival of Agreement	  	 	178	 	
	 	SECTION 9.03.	 	Binding Effect	  	 	179	 	
	 	SECTION 9.04.	 	Successors and Assigns	  	 	179	 	
	 	SECTION 9.05.	 	Expenses; Indemnity	  	 	183	 	
	 	SECTION 9.06.	 	Right of Setoff; Payments Set Aside	  	 	185	 	
	 	SECTION 9.07.	 	Applicable Law	  	 	186	 	
	 	SECTION 9.08.	 	Waivers; Amendment	  	 	186	 	
	 	SECTION 9.09.	 	Interest Rate Limitation	  	 	188	 	
	 	SECTION 9.10.	 	Entire Agreement	  	 	188	 	
	 	SECTION 9.11.	 	WAIVER OF JURY TRIAL	  	 	188	 	
	 	SECTION 9.12.	 	Severability	  	 	189	 	
	 	SECTION 9.13.	 	Counterparts	  	 	189	 	
	 	SECTION 9.14.	 	Headings	  	 	189	 	
	 	SECTION 9.15.	 	Jurisdiction; Consent to Service of Process	  	 	189	 	
	 	SECTION 9.16.	 	Confidentiality	  	 	190	 	
	 	SECTION 9.17.	 	Release of Collateral	  	 	190	 	
	 	SECTION 9.18.	 	USA PATRIOT Act Notice	  	 	191	 	
	 	SECTION 9.19.	 	Other Liens on Collateral; Terms of Intercreditor Agreement; Etc.	  	 	192	 	
	 	SECTION 9.20.	 	Lender Action	  	 	192	 	
 
iii

TABLE OF CONTENTS
(continued)

SCHEDULES	 		 		
			
Schedule 1.01(a)	 	–	 	Subsidiary Guarantors	
Schedule 1.01(b)	 	–	 	Disqualified Institutions	
Schedule 2.01	 	–	 	Lenders and Commitments as of the Closing Date	
Schedule 2.11	 	–	 	Amortization Schedule	
Schedule 2.11(A)	 	–	 	Amortization Schedule as of the Fourth Amendment Effective Date	
Schedule 3.08	 	–	 	Subsidiaries	
Schedule 3.17(a)	 	–	 	Owned Real Property	
Schedule 3.17(b)	 	–	 	Leased Real Property	
Schedule 3.22	 	–	 	Closing Date Broadcast License Subsidiaries	
Schedule 4.02(c)	 	–	 	Specified Loan Parties	
Schedule 5.12	 	–	 	Third Party Consents	
Schedule 5.13	 	–	 	Post-Closing Matters	
Schedule 6.01	 	–	 	Existing Indebtedness	
Schedule 6.02	 	–	 	Existing Liens	
			
EXHIBITS	 		 		
			
Exhibit A	 	–	 	Form of Administrative Questionnaire	
Exhibit B	 	–	 	Form of Assignment and Acceptance	
Exhibit C	 	–	 	Form of Borrowing Request	
Exhibit D	 	–	 	Form of First-Lien Guarantee and Collateral Agreement	
Exhibit E	 	–	 	Form of Non-Bank Certificate	
Exhibit F-A1	 	–	 	Form of First-Lien Trademark Security Agreement	
Exhibit F-A2	 	–	 	Form of First-Lien Patent Security Agreement	
Exhibit F-A3	 	–	 	Form of First-Lien Copyright Security Agreement	
Exhibit G	 	–	 	Form of Intercompany Subordination Agreement	
 
iv

Exhibit 10.1
AMENDMENT AND RESTATEMENT AGREEMENT
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of October 18, 2010 (this “ Restatement Agreement ”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “ US Borrower ”) and UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “ Subsidiary Borrower ” and, together with the US Borrower, the “ Borrowers ”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Original Credit Agreement referred to below (in such capacity, the “ Administrative Agent ”), and certain Lenders (as defined below) party to the Original Credit Agreement.
WHEREAS, the Borrowers, Deutsche Bank AG New York Branch, as Administrative Agent, First-Lien Collateral Agent, Swingline Lender and Issuing Bank, and various lenders (the “ Lenders ”) have previously entered into that certain Credit Agreement, dated as of March 29, 2007 (as the same has been amended prior to the date hereof, the “ Original Credit Agreement ”).
WHEREAS, the Borrowers have requested, and the Administrative Agent and the Lenders party to this Restatement Agreement, have agreed to amend and restate the Original Credit Agreement on and subject to the terms and conditions set forth herein.
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Original Credit Agreement or the Restated Credit Agreement (as defined below), as the context may require.
SECTION 2. Amendment and Restatement of the Original Credit Agreement . Effective as of the Restatement Effective Date (as defined below):
(a) the Original Credit Agreement is hereby amended and restated in its entirety in the form of the Restated Credit Agreement set forth as Exhibit A hereto (the Original Credit Agreement as so amended and restated is referred to herein as the “ Restated Credit Agreement ”); and
(b) all schedules and exhibits to the Original Credit Agreement, in the forms thereof immediately prior to the Restatement Effective Date, will continue to be schedules and exhibits to the Restated Credit Agreement, except Exhibit C thereto, which shall be amended and restated in the form attached hereto as Exhibit C and Exhibits D-2, FB-1, FB-2, FB-3 and H, all of which are hereby deleted.
SECTION 3. Extension of Term Loans . (a) On the Restatement Effective Date (prior to giving effect to the Repayment Condition (as defined below) and the B-2 Term Extension), a portion of the Existing Term Loan of each Lender executing this Restatement Agreement as an “Extended First-Lien B-1 Term Loan Lender” equal to such Lender’s Term Loan Extension Amount shall be automatically converted into an Extended First-Lien Term Loan in dollars and in a like principal amount, all as provided in the Restated Credit Agreement (the “ B-1 Term Extension ”).

(b) On the Restatement Effective Date (and immediately after giving effect to the B-1 Term Extension and the contemplated repayment of Existing Term Loans in satisfaction of the Repayment Condition (as if same had occurred on such date)), a portion of the Existing Term Loan of each Lender executing this Restatement Agreement as an “Extended First-Lien B-2 Term Loan Lender” equal to such Lender’s Term Loan Extension Amount shall be automatically converted into an Extended First-Lien Term Loan in dollars and in a like principal amount, all as provided in the Restated Credit Agreement (the “ B-2 Term Extension ”).
SECTION 4. Extension of Revolving Credit Commitments; Revolver Term-Out . (a) On the Restatement Effective Date (and concurrently with the B-1 Term Extension), a portion of the Existing Revolving Credit Commitment of each Lender executing this Restatement Agreement as an “Extended/Termed-Out Revolving Credit Lender” equal to such Lender’s Revolving Credit Extension Amount shall be automatically converted into an Extended Revolving Credit Commitment in dollars and in a like amount (with a concurrent and proportional conversion of all related Revolving Credit Exposure with respect to such Existing Revolving Credit Commitment into related Revolving Credit Exposure with respect to such Extended Revolving Credit Commitment), all as provided in the Restated Credit Agreement (the “ Revolver Extension ”).
(b) On the Restatement Effective Date (and concurrently with the B-1 Term Extension and the Revolver Extension), (i) a portion of the Existing Revolving Credit Commitment (and related Revolving Credit Exposure represented by Revolving Loans) of each Lender executing this Restatement Agreement as an “Extended/Term-Out Revolving Credit Lender” equal to such Lender’s Revolving Credit Term-Out Amount shall be automatically converted into an Extended First-Lien Term Loan in dollars and in a like principal amount, all as provided in the Restated Credit Agreement (the “ Revolver Term-Out ”) and (ii) a portion of the Existing Revolving Credit Commitment (and related Revolving Credit Exposure represented by L/C Exposure) of each Lender executing this Restatement Agreement as an “Extended/Term-Out Revolving Credit Lender” equal to such Lender’s Revolving Credit L/C Extension Amount shall be automatically converted into an Extended Revolving Credit Commitment (and related Revolving Credit Exposure represented by L/C Exposure) in dollars and in a like amount, all as provided in the Restated Credit Agreement (the “ Revolver L/C Extension ”).
SECTION 5. Representations and Warranties . To induce the other parties hereto to enter into this Restatement Agreement, the Borrowers represent and warrant to each other party hereto that, as of the Restatement Effective Date:
(a) this Restatement Agreement has been duly authorized, executed and delivered by it and each of this Restatement Agreement and the Restated Credit Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b) after giving effect to this Restatement Agreement and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing.
 
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SECTION 6. Effectiveness . (a) This Restatement Agreement (other than this Section 6 and Sections 9 , 10 and 11 hereof, which shall be effective as to each signatory hereto immediately upon the delivery of its signature page hereto) shall become effective as of the first date (the “ Restatement Effective Date ”) on which each of the following conditions shall have been satisfied (which, in the case of clauses (vi), (vii) and (viii) below, may be concurrent with the satisfaction of the other conditions specified below):
(i) The Administrative Agent shall have received (x) duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, the Required Lenders, the Administrative Agent, the Swingline Lender, each Issuing Bank and each Extended/Term-Out Revolving Credit Lender (if any) and (y) duly executed counterparts hereof from Extended First-Lien B-1 Term Loan Lenders and Extended First-Lien B-2 Term Loan Lenders electing (in the signature pages hereto) to convert an aggregate principal amount of at least $2,500,000,000 of Existing Term Loans to Extended First-Lien Term Loans.
(ii) The conditions set forth in Section 4.01(b) and (c)  of each of the Original Credit Agreement and the Restated Credit Agreement shall be satisfied on and as of the Restatement Effective Date immediately before (in the case of the Original Credit Agreement) and immediately after (in the case of the Restated Credit Agreement) giving effect to this Restatement Agreement (it being understood that solely for the purposes of this condition, the occurrence of the Restatement Effective Date shall be deemed a Credit Event), and the Administrative Agent shall have received a certificate of a Responsible Officer of the US Borrower, dated the Restatement Effective Date, to such effect.
(iii) The Administrative Agent shall have received a legal opinion of Weil, Gotshal & Manges LLP, special counsel to the Borrowers, addressed to the Lenders, the Administrative Agent, the Swingline Lender and each Issuing Bank, dated the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
(iv) The Administrative Agent shall have received (x) a certificate from the Chief Financial Officer of the US Borrower certifying that, after giving effect to this Restatement Agreement, the B-1 Term Extension, the B-2 Term Extension, the Revolver Extension, the Revolver Term-Out, the Revolver L/C Extension and the issuance of and repayment of Indebtedness as contemplated by Section 6(b) below, the US Borrower and its Subsidiaries (on a consolidated basis) are Solvent, (y) a certificate of good standing with respect to each Borrower and (z) a closing certificate executed by a Responsible Officer of each Borrower, dated the Restatement Effective Date, reasonably acceptable to the Administrative Agent, certifying as to the incumbency and specimen signature of each officer executing this Restatement Agreement or any other document delivered in connection herewith on behalf of any Borrower and attaching (A) a true and complete copy of the certificate of incorporation of each Borrower, including all amendments thereto, as in effect on the Restatement Effective Date, certified as of a recent date by the
 
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Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (y) above, (B) a true and complete copy of the by-laws of each Borrower as in effect on the Restatement Effective Date, and (C) a true and complete copy of resolutions duly adopted by the Board of Directors of each Loan Party authorizing the execution, delivery and performance of this Restatement Agreement and the performance of the Restated Credit Agreement and the Loan Documents (as modified hereby) and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(v) Each Loan Party not a party hereto shall have entered into a reaffirmation agreement substantially in the form of Exhibit B hereto.
(vi) The Administrative Agent shall have received payment from the US Borrower, for the account of each Lender that executes and delivers a counterpart signature page to this Restatement Agreement at or prior to 12:00 Noon, New York City time, on October 18, 2010, a consent fee (the “ Consent Fee ”) in an amount equal to 0.05% of the sum of aggregate principal amount of the Term Loans and the Revolving Credit Commitment of such Lender (as same would be outstanding or in effect, as applicable, on the Restatement Effective Date immediately after giving effect to the contemplated repayment of Existing Term Loans pursuant to Section 6(b) below), which Consent Fee shall be payable in immediately available funds and, once paid, be non-refundable.
(vii) The US Borrower shall have paid all fees and other amounts due and payable to the Administrative Agent and the Lenders, including, to the extent invoiced, reimbursement or payment of reasonable out-of-pocket expenses in connection with this Restatement Agreement and any other out-of pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Original Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
(viii) All outstanding Swingline Loans under, and as defined in, the Original Credit Agreement shall have been repaid in full and all accrued but unpaid interest thereon accruing prior to the Restatement Effective Date shall have been paid in accordance with the terms of the Original Credit Agreement.
(b) (i) On the Restatement Effective Date (immediately after the satisfaction of the conditions thereto set forth in Section 6(a) ), the US Borrower shall have issued Credit Agreement Refinancing Indebtedness of the type described in clause (a) of the definition thereof appearing in the Restated Credit Agreement in an aggregate principal amount of not less than $750,000,000 and deposited with the Administrative Agent not less than $730,000,000 of Net Cash Proceeds therefrom for application to the repayment of Existing Term Loans as provided in immediately succeeding clause (ii), and (ii) within one Business Day following the Restatement Effective Date, not less than $730,000,000 of Net Cash Proceeds from the Indebtedness described in preceding clause (i) shall have been used to repay Lenders holding principal of outstanding Existing Term Loans on the Restatement Effective Date (determined immediately
 
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after giving effect to the B-1 Term Extension and immediately prior to giving effect to the B-2 Term Extension) as provided in Section 2.13(d)(ii) of the Restated Credit Agreement (the “ Repayment Condition ”).
(c) The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding.
(d) Notwithstanding the foregoing, (i) this Restatement Agreement shall not become effective if each of the conditions set forth or referred to in Sections 6(a) and (b)(i) has not been satisfied at or prior to 11:59 p.m., New York City time, on October 26, 2010 (it being understood that any such failure of the Restatement Effective Date to occur will not affect any rights or obligations of any Person under the Original Credit Agreement) and (ii) the Restatement Effective Date shall be deemed not to have occurred (and this Restatement Agreement shall cease to be in effect) if the Repayment Condition is not satisfied at or prior to 11:59 p.m., New York City time, on October 27, 2010.
SECTION 7. Effect of Restatement Agreement . (a) Except as expressly set forth herein or in the Restated Credit Agreement, this Restatement Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Original Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other provision of the Original Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement, the Restated Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Restatement Effective Date, each reference in the Original Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Original Credit Agreement in any other Loan Document shall be deemed a reference to the Restated Credit Agreement. This Restatement Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.
(c) The changes to the definition of “Applicable Percentage” in Section 1.01 of the Restated Credit Agreement effected pursuant to this Restatement Agreement shall apply and be effective on and after the Restatement Effective Date. The definition of “Applicable Percentage” in Section 1.01 of the Original Credit Agreement shall apply and be effective for the period ending on, but not including, the Restatement Effective Date.
SECTION 8. Costs and Expenses; Affirmation . (a) Each Borrower hereby jointly and severally agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Restatement Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
(b) By executing and delivering a counterpart hereof, each Borrower hereby agrees that all Loans (including, without limitation, the Extended First-Lien Term Loans and the Extended Revolving Loans) shall be guaranteed pursuant to the First-Lien Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof.
 
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SECTION 9. GOVERNING LAW . THIS RESTATEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 10. Counterparts . This Restatement Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means of an executed counterpart of a signature page to this Restatement Agreement shall be effective as delivery of an original executed counterpart of this Restatement Agreement.
SECTION 11. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Restatement Agreement.
[ Remainder of page intentionally blank. ]
 
-6-

IN WITNESS WHEREOF, the parties hereto have caused this Restatement Agreement to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Peter H. Lori	
	 		 	Executive Vice President, Corporate Controller and Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
			
	 	by	 	/s/ Peter H. Lori	
	 		 	 	
	 		 	Peter H. Lori	
	 		 	Senior Vice President, Controller and Chief Accounting Officer	
[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Restatement Agreement to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
			
	 	by	 	 	
	 		 	Name:	 		
	 		 	Title:	 		
	
UNIVISION OF PUERTO RICO INC.	
			
	 	by	 	 	
	 		 	Name:	 		
	 		 	Title:	 		
	
DEUTSCHE BANK AG NEW YORK BRANCH,	
as Administrative Agent, First-Lien Collateral Agent, Swingline Lender and Issuing Bank	
			
	 	by	 	/s/ Susan L. LeFevre	
	 		 	 	
	 		 	Name:	 	Susan L. LeFevre	
	 		 	Title:	 	Managing Director	
			
	 	by	 	/s/ Paul O’Leary	
	 		 	 	
	 		 	Name:	 	Paul O’Leary	
	 		 	Title:	 	Director	

SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, WITH RESPECT TO THE ORIGINAL CREDIT AGREEMENT, DATED AS OF MARCH 29, 2007, AS AMENDED TO DATE, AMONG UNIVISION COMMUNICATIONS, INC. AND UNIVISION OF PUERTO RICO, INC., AS BORROWERS, DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND VARIOUS LENDERS AND AGENTS PARTY THERETO
By executing this signature page:
 
A.	as an existing Lender that is an Extended First-Lien B-1 Term Loan Lender, the undersigned institution agrees (i) to the terms of the Restatement Agreement and the Restated Credit Agreement and (ii) on the terms and subject to the conditions set forth in the Restatement Agreement and the Restated Credit Agreement, to extend and convert ( BEFORE PAR REPAYMENT with Credit Agreement Refinancing Indebtedness ) all or a portion of its Existing Term Loan in the amount set forth below under the heading “Amount of Existing Term Loans to be Extended”; and/or	
 
B.	as an existing Lender that is an Extended/Termed-Out Revolving Credit Lender, the undersigned institution agrees (i) to the terms of the Restatement Agreement and the Restated Credit Agreement and (ii) on the terms and subject to the conditions set forth in the Restatement Agreement and the Restated Credit Agreement, to extend and convert all or a portion of its Existing Revolving Credit Commitment (together with all related Revolving Credit Exposure) in the aggregate amount set forth below under the heading “Amount of Revolving Credit Commitments to be Extended/Termed-Out”, with such extension and conversion to be allocated among the Revolver Extension, the Revolver Term-Out and the Revolver L/C Extension as provided in the Restatement Agreement and the Restated Credit Agreement; and/or	
 
C.	as an existing Lender that is an Extended First-Lien B-2 Term Loan Lender, the undersigned institution agrees (i) to the terms of the Restatement Agreement and the Restated Credit Agreement and (ii) on the terms and subject to the conditions set forth in the Restatement Agreement and the Restated Credit Agreement, to extend and convert ( AFTER PAR REPAYMENT with Credit Agreement Refinancing Indebtedness ) all or a portion of its Existing Term Loan in the amount set forth below under the heading “Amount of Existing Term Loans to be Extended”; or	
 
D.	as an existing Lender that is not an Extended First-Lien B-1 Term Loan Lender, an Extended First-Lien B-2 Term Loan Lender or an Extended/Termed-Out Revolving Credit Lender (any such lender, a “ Non-Extending Lender ”), the undersigned institution agrees to the terms of the Restatement Agreement and the Restated Credit Agreement, but NOT to extend and convert (i) any of its Existing Term Loans into Extended First-Lien Term Loans (whether as a result of a B-1 Term Extension or a B-2 Term Extension) or (ii) any of its Existing Revolving Credit Commitments (and related Revolving Credit Exposure) into Extended Revolving Credit Commitments (and related Revolving Credit Exposure) or an Extended First-Lien Term Loan.	

			
NAME OF LENDER:	

 
 
Executing as an EXTENDED FIRST-LIEN B-1 TERM LOAN LENDER ( EXTENDING BEFORE PAR REPAYMENT with Credit Agreement Refinancing Indebtedness) :

	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	
	
For any Lender requiring a second signature line:	
			
	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	

					
Principal amount of Existing Term Loans held by Extended First-Lien B-1 Term Loan Lender	 		 	Amount of Existing Term Loans to be Extended	
$                                          	 		 	$                                          	

Executing as an EXTENDED FIRST-LIEN B-2 TERM LOAN LENDER ( EXTENDING AFTER PAR REPAYMENT with Credit Agreement Refinancing Indebtedness) :

	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	
	
For any Lender requiring a second signature line:	
			
	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	

					
Principal amount of Existing Term Loans held by Extended First-Lien B-2 Term Loan Lender	 		 	Amount of Existing Term Loans to be Extended	
$                                     	 		 	$                                     	

Executing as an EXTENDED/TERMED-OUT REVOLVING CREDIT LENDER :

	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	

For any Lender requiring a second signature line:

	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	

					
Principal amount of Existing Revolving Credit Commitments held by Extended/Termed-Out Revolving Credit Lender	 		 	Amount of Existing Revolving Credit Commitments to be Extended/Termed-Out	
$                                          	 		 	$                                          	

Executing as an NON - EXTENDING LENDER :

	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	
For any Lender requiring a second signature line:

	 	By:	 	 	
	 		 	Name:	
	 		 	Title:	

EXHIBIT A
AMENDED AND RESTATED CREDIT AGREEMENT

 
 
CREDIT AGREEMENT
dated as of
March 29, 2007,
As Amended as of June 19, 2009,
As Amended and Restated as of October 26, 2010
among
UNIVISION COMMUNICATIONS INC.
and
UNIVISION OF PUERTO RICO INC.,
as the Borrowers,
THE LENDERS PARTY HERETO
and
DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent and First-Lien Collateral Agent

DEUTSCHE BANK SECURITIES INC.
and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Joint Bookrunners for the First-Lien Facilities,
BANC OF AMERICA SECURITIES LLC,
as Documentation Agent for the First-Lien Facilities,
and
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
WACHOVIA BANK, NATIONAL ASSOCIATION,
THE ROYAL BANK OF SCOTLAND, PLC,
and
LEHMAN BROTHERS INC.,
as Joint Syndication Agents for the First-Lien Facilities

 

TABLE OF CONTENTS

 	  	 	  	Page	 	
		
ARTICLE I            Definitions	  	 	1	  	
			
SECTION 1.01.	  	Defined Terms	  	 	1	  	
			
SECTION 1.02.	  	Terms Generally	  	 	65	  	
			
SECTION 1.03.	  	Classification of Loans and Borrowings	  	 	66	  	
			
SECTION 1.04.	  	Rounding	  	 	66	  	
			
SECTION 1.05.	  	References to Agreements and Laws	  	 	66	  	
			
SECTION 1.06.	  	Times of Day	  	 	66	  	
			
SECTION 1.07.	  	Timing of Payment or Performance	  	 	66	  	
			
SECTION 1.08.	  	Letter of Credit Amounts	  	 	67	  	
			
SECTION 1.09.	  	Exchange Rate; Currency Equivalents Generally	  	 	67	  	
			
SECTION 1.10.	  	Alternative Currencies	  	 	67	  	
			
SECTION 1.11.	  	Pro Forma Calculations	  	 	68	  	
			
SECTION 1.12.	  	Effect of Restatement	  	 	69	  	
		
ARTICLE II          The Credits	  	 	69	  	
			
SECTION 2.01.	  	Commitments; Conversions	  	 	69	  	
			
SECTION 2.02.	  	Loans	  	 	71	  	
			
SECTION 2.03.	  	Borrowing Procedure	  	 	73	  	
			
SECTION 2.04.	  	Evidence of Debt; Repayment of Loans	  	 	73	  	
			
SECTION 2.05.	  	Fees	  	 	74	  	
			
SECTION 2.06.	  	Interest on Loans	  	 	76	  	
			
SECTION 2.07.	  	Default Interest	  	 	76	  	
			
SECTION 2.08.	  	Alternate Rate of Interest	  	 	77	  	
			
SECTION 2.09.	  	Termination and Reduction of Commitments	  	 	77	  	
			
SECTION 2.10.	  	Conversion and Continuation of Borrowings	  	 	79	  	
			
SECTION 2.11.	  	Repayment of Term Borrowings	  	 	80	  	
			
SECTION 2.12.	  	Optional Prepayment	  	 	81	  	
			
SECTION 2.13.	  	Mandatory Prepayments	  	 	82	  	
			
SECTION 2.14.	  	Reserve Requirements; Change in Circumstances	  	 	85	  	
			
SECTION 2.15.	  	Change in Legality	  	 	87	  	
			
SECTION 2.16.	  	Indemnity	  	 	87	  	
			
SECTION 2.17.	  	Pro Rata Treatment	  	 	88	  	
 
i

TABLE OF CONTENTS
(continued)

 	  	 	  	Page	 	
			
SECTION 2.18.	  	Sharing of Setoffs	  	 	88	  	
			
SECTION 2.19.	  	Payments	  	 	89	  	
			
SECTION 2.20.	  	Taxes	  	 	89	  	
			
SECTION 2.21.	  	Assignment of Commitments under Certain Circumstances; Duty to Mitigate	  	 	91	  	
			
SECTION 2.22.	  	Swingline Loans	  	 	93	  	
			
SECTION 2.23.	  	Letters of Credit	  	 	94	  	
			
SECTION 2.24.	  	Incremental Credit Extensions	  	 	99	  	
			
SECTION 2.25.	  	Refinancing Amendments	  	 	100	  	
			
SECTION 2.26.	  	Concerning Joint and Several Liability of the Borrowers	  	 	102	  	
		
ARTICLE III        Representations and Warranties	  	 	104	  	
			
SECTION 3.01.	  	Organization; Powers	  	 	104	  	
			
SECTION 3.02.	  	Authorization	  	 	104	  	
			
SECTION 3.03.	  	Enforceability	  	 	104	  	
			
SECTION 3.04.	  	Governmental Approvals	  	 	105	  	
			
SECTION 3.05.	  	Financial Statements	  	 	105	  	
			
SECTION 3.06.	  	No Material Adverse Change	  	 	105	  	
			
SECTION 3.07.	  	Title to Properties	  	 	105	  	
			
SECTION 3.08.	  	Subsidiaries	  	 	106	  	
			
SECTION 3.09.	  	Litigation; Compliance with Laws	  	 	106	  	
			
SECTION 3.10.	  	Federal Reserve Regulations	  	 	106	  	
			
SECTION 3.11.	  	Investment Company Act	  	 	106	  	
			
SECTION 3.12.	  	Taxes	  	 	106	  	
			
SECTION 3.13.	  	No Material Misstatements	  	 	107	  	
			
SECTION 3.14.	  	Employee Benefit Plans	  	 	107	  	
			
SECTION 3.15.	  	Environmental Matters	  	 	107	  	
			
SECTION 3.16.	  	Security Documents	  	 	107	  	
			
SECTION 3.17.	  	Location of Real Property and Leased Premises	  	 	108	  	
			
SECTION 3.18.	  	Labor Matters	  	 	108	  	
			
SECTION 3.19.	  	Solvency	  	 	108	  	
			
SECTION 3.20.	  	Intellectual Property	  	 	108	  	
 
ii

TABLE OF CONTENTS
(continued)

 	  	 	  	Page	 	
			
SECTION 3.21.	  	Subordination of Junior Financing	  	 	108	  	
			
SECTION 3.22.	  	Special Representations Relating to FCC Licenses, Etc	  	 	109	  	
			
SECTION 3.23.	  	Use of Proceeds	  	 	109	  	
		
ARTICLE IV        Conditions of Lending	  	 	109	  	
			
SECTION 4.01.	  	All Credit Events	  	 	109	  	
			
SECTION 4.02.	  	First Credit Event	  	 	110	  	
		
ARTICLE V         Affirmative Covenants	  	 	112	  	
			
SECTION 5.01.	  	Existence; Compliance with Laws; Businesses and Properties	  	 	112	  	
			
SECTION 5.02.	  	Insurance	  	 	113	  	
			
SECTION 5.03.	  	Taxes	  	 	113	  	
			
SECTION 5.04.	  	Financial Statements, Reports, etc	  	 	114	  	
			
SECTION 5.05.	  	Notices	  	 	115	  	
			
SECTION 5.06.	  	Information Regarding Collateral	  	 	116	  	
			
SECTION 5.07.	  	Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings	  	 	116	  	
			
SECTION 5.08.	  	Use of Proceeds	  	 	116	  	
			
SECTION 5.09.	  	Further Assurances	  	 	116	  	
			
SECTION 5.10.	  	Interest Rate Protection	  	 	118	  	
			
SECTION 5.11.	  	Designation of Subsidiaries	  	 	119	  	
			
SECTION 5.12.	  	Broadcast License Subsidiaries	  	 	120	  	
			
SECTION 5.13.	  	Post-Closing Obligations	  	 	120	  	
			
SECTION 5.14.	  	Mortgage Amendment	  	 	120	  	
			
SECTION 5.15.	  	PIK Toggle Notes Redemption	  	 	120	  	
		
ARTICLE VI        Negative Covenants	  	 	121	  	
			
SECTION 6.01.	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	121	  	
			
SECTION 6.02.	  	Liens	  	 	127	  	
			
SECTION 6.03.	  	Restricted Payments	  	 	127	  	
			
SECTION 6.04.	  	Fundamental Changes	  	 	133	  	
			
SECTION 6.05.	  	Asset Sales	  	 	135	  	
			
SECTION 6.06.	  	Transactions with Affiliates	  	 	136	  	
 
iii

TABLE OF CONTENTS
(continued)

 	  	 	  	Page	 	
			
SECTION 6.07.	  	Restrictive Agreements	  	 	138	  	
			
SECTION 6.08.	  	Business of the US Borrower and its Restricted Subsidiaries	  	 	140	  	
			
SECTION 6.09.	  	Modification of Junior Financing Documentation	  	 	140	  	
			
SECTION 6.10.	  	Financial Covenant	  	 	140	  	
			
SECTION 6.11.	  	Accounting Changes	  	 	141	  	
		
ARTICLE VII      Events of Default	  	 	142	  	
			
SECTION 7.01.	  	Events of Default	  	 	142	  	
			
SECTION 7.02.	  	Right to Cure	  	 	145	  	
		
ARTICLE VIII    The Administrative Agent and the First-Lien Collateral Agent	  	 	145	  	
		
ARTICLE IX       Miscellaneous	  	 	150	  	
			
SECTION 9.01.	  	Notices	  	 	150	  	
			
SECTION 9.02.	  	Survival of Agreement	  	 	151	  	
			
SECTION 9.03.	  	Binding Effect	  	 	151	  	
			
SECTION 9.04.	  	Successors and Assigns	  	 	151	  	
			
SECTION 9.05.	  	Expenses; Indemnity	  	 	155	  	
			
SECTION 9.06.	  	Right of Setoff; Payments Set Aside	  	 	157	  	
			
SECTION 9.07.	  	Applicable Law	  	 	158	  	
			
SECTION 9.08.	  	Waivers; Amendment	  	 	158	  	
			
SECTION 9.09.	  	Interest Rate Limitation	  	 	160	  	
			
SECTION 9.10.	  	Entire Agreement	  	 	161	  	
			
SECTION 9.11.	  	WAIVER OF JURY TRIAL	  	 	161	  	
			
SECTION 9.12.	  	Severability	  	 	161	  	
			
SECTION 9.13.	  	Counterparts	  	 	161	  	
			
SECTION 9.14.	  	Headings	  	 	161	  	
			
SECTION 9.15.	  	Jurisdiction; Consent to Service of Process	  	 	162	  	
			
SECTION 9.16.	  	Confidentiality	  	 	162	  	
			
SECTION 9.17.	  	Release of Collateral	  	 	163	  	
			
SECTION 9.18.	  	USA PATRIOT Act Notice	  	 	164	  	
			
SECTION 9.19.	  	Other Liens on Collateral; Terms of Intercreditor Agreement; Etc	  	 	164	  	
			
SECTION 9.20.	  	Lender Action	  	 	165	  	
 
iv

TABLE OF CONTENTS
(continued)

SCHEDULES	  		  		
			
Schedule 1.01(a)	  	–	  	Subsidiary Guarantors	
Schedule 1.01(b)	  	–	  	Disqualified Institutions	
Schedule 2.01	  	–	  	Lenders and Commitments as of the Closing Date	
Schedule 2.11	  	–	  	Amortization Schedule	
Schedule 3.08	  	–	  	Subsidiaries	
Schedule 3.17(a)	  	–	  	Owned Real Property	
Schedule 3.17(b)	  	–	  	Leased Real Property	
Schedule 3.22	  	–	  	Closing Date Broadcast License Subsidiaries	
Schedule 4.02(c)	  	–	  	Specified Loan Parties	
Schedule 5.12	  	–	  	Third Party Consents	
Schedule 5.13	  	–	  	Post-Closing Matters	
Schedule 6.01	  	–	  	Existing Indebtedness	
Schedule 6.02	  	–	  	Existing Liens	
			
EXHIBITS	  		  		
			
Exhibit A	  	–	  	Form of Administrative Questionnaire	
Exhibit B	  	–	  	Form of Assignment and Acceptance	
Exhibit C	  	–	  	Form of Borrowing Request	
Exhibit D	  	–	  	Form of First-Lien Guarantee and Collateral Agreement	
Exhibit E	  	–	  	Form of Non-Bank Certificate	
Exhibit F-A1	  	–	  	Form of First-Lien Trademark Security Agreement	
Exhibit F-A2	  	–	  	Form of First-Lien Patent Security Agreement	
Exhibit F-A3	  	–	  	Form of First-Lien Copyright Security Agreement	
Exhibit G	  	–	  	Form of Intercompany Subordination Agreement	
 
v

CREDIT AGREEMENT dated as of March 29, 2007, as amended as of June 19, 2009, and as amended and restated as of October 26, 2010 (this “ Agreement ”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “ US Borrower ”) and UNIVISION OF PUERTO RICO INC., a Delaware corporation (“ Subsidiary Borrower ”; and together with the US Borrower, the “ Borrowers ” and each, a “ Borrower ”), the Lenders (as defined herein), and DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as Administrative Agent and First-Lien Collateral Agent (in each case, as defined herein) for the First-Lien Lenders (as defined herein) and as Administrative Agent, DEUTSCHE BANK SECURITIES INC. (“ DBSI ”) and BANC OF AMERICA SECURITIES LLC, as Arrangers (as defined herein) for the First-Lien Facilities, BANC OF AMERICA SECURITIES LLC, as documentation agent, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, WACHOVIA BANK, NATIONAL ASSOCIATION, THE ROYAL BANK OF SCOTLAND, PLC and LEHMAN BROTHERS INC., as joint syndication agents. Capitalized terms used herein shall have the meanings set forth in Article I .
RECITALS
The Borrowers, the Lenders, the Administrative Agent, the First-Lien Collateral Agent and the other agents are party to the Original Credit Agreement (as defined herein). Pursuant to the Restatement Agreement (as defined herein), and upon satisfaction of the conditions set forth therein, the Original Credit Agreement is being amended and restated in the form of this Agreement.
The Lenders are willing to extend credit to the Borrowers and the Issuing Bank is willing to issue Letters of Credit for the joint and several account of the Borrowers, in each case, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:
“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“ Acquired Indebtedness ” shall mean, with respect to any specified Person,
(a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and
(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Lender ” shall mean, at any time, any Person (other than Person who is already a Lender at that time) that agrees to provide any portion of (a) an Incremental Term Loan or Revolving Commitment Increase pursuant to an Incremental Amendment in accordance with Section 2.24 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.25 ; provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender if such consent would otherwise be required under Section 9.04(b) for an assignment of Loans or Revolving Credit Commitments to such Additional Lender.
“ Adjusted Consolidated Leverage Ratio ” shall mean, with respect to the US Borrower and its Restricted Subsidiaries as of the end of any fiscal quarter of the US Borrower, the ratio of Adjusted Consolidated Total Debt on such date to EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.
“ Adjusted Consolidated Total Debt ” shall mean, at any time with respect to any Person and its subsidiaries, (a) the total Indebtedness of such Person in respect of borrowed money, Capitalized Lease Obligations and purchase money Indebtedness, minus (b) the amount of unrestricted cash and Cash Equivalents held by such Person and its Subsidiaries (it being understood that cash and Cash Equivalents restricted in favor of the Administrative Agent or any Collateral Agent shall be deemed to be unrestricted); provided that solely for purposes of calculating the Applicable Percentage pertaining to the Extended First-Lien Term Loans and as set forth in the proviso to clause (c)  of the definition of “Applicable Percentage”, the excess at any time of any proceeds of the Parent Note or Parent Capital invested, directly or indirectly, in the US Borrower over any amounts used for the PIK Toggle Notes Redemption shall be subtracted from the cash and Cash Equivalents otherwise subject to this clause (b) .
“ Adjusted LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.
“ Administration Fee ” shall have the meaning assigned to such term in Section 2.05(b) .
“ Administrative Agent ” shall mean DBNY, in its capacity as administrative agent for the Lenders, and shall include any successor administrative agent appointed pursuant to Article VIII .
“ Administrative Questionnaire ” shall mean an Administrative Questionnaire in the form of Exhibit A , or such other form as may be supplied from time to time by the Administrative Agent.
“ Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified; provided , however , that no Lender (nor any of its Affiliates) shall be deemed to be an Affiliate of the US Borrower or any of its subsidiaries by virtue of its capacity as a Lender hereunder.
“ Agents ” shall mean the First-Lien Agents.
 
2

“ Aggregate Revolving Credit Exposure ” shall mean, at any time, the aggregate amount of the First-Lien Lenders’ Revolving Credit Exposures at such time.
“ Agreement ” shall have the meaning assigned to such term in the preamble.
“ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.
“ Alternative Currency ” shall mean each currency (other than dollars) that is approved in accordance with Section 1.10 .
“ Applicable Percentage ” shall mean, for any day:
(a) with respect to (i) any Existing First-Lien Term Loan, a percentage per annum equal to (x) in the case of Eurodollar Existing First-Lien Term Loans, 2.25% and (y) in the case of ABR Existing First-Lien Term Loans, 1.25% and (ii) any Extended First-Lien Term Loan, a percentage per annum equal to (x) in the case of Eurodollar Extended First-Lien Term Loans, 4.25% and (y) in the case of ABR Extended First-Lien Term Loans, 3.25%, less, in each case if (but only if) either (A) the Adjusted Consolidated Leverage Ratio as set forth in the most recent Pricing Certificate received by the Administrative Agent pursuant to Section 5.04(c) is less than (1) 9.50 to 1.00, solely in the case of the Existing First-Lien Term Loans or (2) 8.50 to 1.00, solely in the case of the Extended First-Lien Term Loans, or (B) the Moody’s Applicable Corporate Rating then most recently published is Ba3 or higher (with at least a stable outlook), 0.25%;
(b) with respect to (i) any Eurodollar Existing Non-Extended Revolving Loan or ABR Existing Non-Extended Revolving Loan, the applicable percentage per annum set forth in the table immediately below under the caption “Eurodollar Spread” or “ABR Spread”, (ii) the Commitment Fee for the Existing Non-Extended Revolving Credit Commitments, the applicable percentage per annum set forth in the table immediately below under the caption “Fee Percentage”, and (iii) with respect to any Swingline Loan pertaining to the Existing Non-Extended Revolving Credit Commitments, the applicable percentage per annum set forth in the table immediately below under the caption “ABR Spread”, in each case, based upon the Adjusted Consolidated Leverage Ratio as of the relevant date of determination:

Adjusted Consolidated Leverage Ratio	  	Eurodollar Spread	 	 	ABR Spread	 	 	Fee Percentage	 	
Category 1	  	 	2.25	% 	 	 	1.25	% 	 	 	0.500	% 	
 
Greater than 9.50 to 1.00	  				 				 				
 
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Adjusted Consolidated Leverage Ratio	  	Eurodollar Spread	 	 	ABR Spread	 	 	Fee Percentage	 	
Category 2	  	 	2.00	% 	 	 	1.00	% 	 	 	0.500	% 	
 
Less than or equal to 9.50 to 1.00 but greater than 8.50 to 1.00	  				 				 				
Category 3	  	 	1.75	% 	 	 	0.75	% 	 	 	0.500	% 	
				
Less than or equal to 8.50 to 1.00 but greater than 7.00 to 1.00	  				 				 				
Category 4	  	 	1.50	% 	 	 	0.50	% 	 	 	0.375	% 	
 
Less than or equal to 7.00 to 1.00	  				 				 				
(c) with respect to (i) any Eurodollar Extended Revolving Loan or ABR Extended Revolving Loan, the applicable percentage per annum set forth in the table immediately below under the caption “Eurodollar Spread” or “ABR Spread”, (ii) the Commitment Fee for the Extended Revolving Credit Commitments, the applicable percentage per annum set forth in the table immediately below under the caption “Fee Percentage”, and (iii) with respect to any Swingline Loan pertaining to the Extended Revolving Credit Commitments, the applicable percentage per annum set forth in the table immediately below under the caption “ABR Spread”, in each case, based upon the Adjusted Consolidated Leverage Ratio as of the relevant date of determination:

Adjusted Consolidated Leverage Ratio	  	Eurodollar Spread	 	 	ABR Spread	 	 	Fee Percentage	 	
Category 1	  	 	4.25	% 	 	 	3.25	% 	 	 	0.500	% 	
 
Greater than 9.50 to 1.00	  				 				 				
Category 2	  	 	4.00	% 	 	 	3.00	% 	 	 	0.500	% 	
 
Less than or equal to 9.50 to 1.00 but greater than 8.50 to 1.00	  				 				 				
Category 3	  	 	3.75	% 	 	 	2.75	% 	 	 	0.500	% 	
 
Less than or equal to 8.50 to 1.00 but greater than 7.00 to 1.00	  				 				 				
Category 4	  	 	3.50	% 	 	 	2.50	% 	 	 	0.500	% 	
 
Less than or equal to 7.00 to 1.00	  				 				 				
 
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; provided that with respect to this clause (c) , the “Eurodollar Spread” and the “ABR Spread” as set forth in the table above shall be further reduced in each of Categories 1, 2, 3 and 4 by an additional 0.25% per annum if the Adjusted Consolidated Leverage Ratio as set forth in the most recent Pricing Certificate received by the Administrative Agent pursuant to Section 5.04(c) is less than 8.50 to 1.00; and
(d) in respect of any Indebtedness incurred or Commitment Fee pertaining to Commitments established under Section 2.24 or 2.25 , as applicable, as set forth in the Incremental Amendment or Refinancing Amendment, as the case may be.
In respect of clauses (a) , (b) , (c)  and (d)  of this definition, each change in the Applicable Percentage resulting from a change in the Adjusted Consolidated Leverage Ratio (or, in the case of clause (a)  only, the Moody’s Applicable Corporate Rating) shall be effective on and after the date of delivery to the Administrative Agent of the Section 5.04 Financials and a Pricing Certificate indicating such change (or, in the case of clause (a)  only, on and after the date of the then most recent Moody’s Applicable Corporate Rating is published) until and including the date immediately preceding the next date of delivery of such financial statements and the related Pricing Certificate indicating another such change (or, in the case of clause (a)  only, the publication of a revised Moody’s Applicable Corporate Rating or the date Moody’s ceases to maintain or publish a Moody’s Applicable Corporate Rating (of any level)). Notwithstanding the foregoing, until the US Borrower shall have delivered the Section 5.04 Financials and the related Pricing Certificate covering the fiscal quarter ended September 30, 2010, the Applicable Percentage shall be determined based on the Adjusted Consolidated Leverage Ratio for the fiscal quarter ended June 30, 2010 (as calculated under the Original Credit Agreement and as set forth in the Pricing Certificate delivered for such fiscal quarter under the Original Credit Agreement).
In addition, at the option of the Administrative Agent and the Required Lenders, (x) at any time during which the US Borrower has failed to deliver the Section 5.04 Financials or the related Pricing Certificate by the date required hereunder or (y) at any time after the occurrence and during the continuance of an Event of Default, then (A) in the case of clause (a) , no effect shall be given to the step-down therein and (B) in the case of clauses (b) , (c)  and (d) , the Adjusted Consolidated Leverage Ratio shall be deemed to be in the then-existing Category for the purposes of determining the Applicable Percentage (but only for so long as such failure or Event of Default continues, after which the step-down in clause (a)  shall be given effect, and in the case of clauses (b) , (c)  and (d) , the Category shall be otherwise as determined as set forth above).
“ Arrangers ” shall mean (a) DBSI and Banc of America Securities LLC in their capacity as joint lead arrangers and joint bookrunners for the First-Lien Facilities and (b) DBSI and Credit Suisse in their capacity as joint lead arrangers and joint bookrunners for the Second-Lien Facility (as defined in the Original Credit Agreement).
“ Asset Sale ” shall mean:
(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the US Borrower or any of its Restricted Subsidiaries (each referred to in this definition as a “ disposition ”); or
(b) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;
 
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in each case, other than:
(i) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;
(ii) the disposition of all or substantially all of the assets of the US Borrower and its Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under Section 6.04 or any disposition that constitutes a Change of Control;
(iii) the making of any Restricted Payment that is permitted to be made, and is made, under Section 6.03 or any Permitted Investment;
(iv) any disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50,000,000;
(v) any disposition of property or assets or issuance of securities (A) by a Restricted Subsidiary of the US Borrower to the US Borrower or (B) by the US Borrower or a Restricted Subsidiary of the US Borrower to another Restricted Subsidiary of the US Borrower; provided that in the case of any event described in clause (B) where the transferee or purchaser is not a Guarantor, then at the option of the US Borrower, either (1) such disposition shall constitute an Asset Sale for purposes of the definition of Prepayment Asset Sale or (2) the Net Cash Proceeds thereof, when aggregated with the amount of Permitted Investments made pursuant to clauses (a)  and (c)  of the definition thereof, shall not exceed the dollar amount set forth in the final proviso of such definition;
(vi) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
(vii) the sale, lease, assignment or sub-lease of any real or personal property in the ordinary course of business;
(viii) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(ix) foreclosures on assets;
(x) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;
 
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(xi) any financing transaction with respect to property built or acquired by the US Borrower or any Restricted Subsidiary after the Closing Date, including Sale and Lease-Back Transactions and asset securitizations permitted under this Agreement;
(xii) sales of accounts receivable in connection with the collection or compromise thereof;
(xiii) transfers of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; provided such transfer shall constitute a Property Loss Event;
(xiv) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the US Borrower or a Restricted Subsidiary are not material to the conduct of the business of the US Borrower and its Restricted Subsidiaries taken as a whole;
(xv) voluntary terminations of Hedging Obligations; and
(xvi) any disposition of Specified Assets.
“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and, to the extent required by Section 9.04(b) , consented to by the US Borrower, substantially in the form of Exhibit B or such other form as shall be reasonably approved by the Administrative Agent.
“ Auto-Renewal Letter of Credit ” shall have the meaning assigned to such term in Section 2.23(c) .
“ B-1 Term Loan Extension ” shall mean the conversion and extension of Existing Term Loans as described in Section 2.01(a)(i) .
“ B-2 Term Loan Extension ” shall mean the conversion and extension of Existing Term Loans as described in Section 2.01(a)(ii) .
“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.
“ Borrowers ” shall have the meaning assigned to such term in the preamble.
“ Borrowing ” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.
“ Borrowing Request ” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C , or such other form as shall be approved by the Administrative Agent.
 
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“ Broadcast License Subsidiary ” shall mean a direct or indirect Restricted Subsidiary of the US Borrower that owns no material tangible assets other than FCC Licenses and related rights and has no material liabilities other than (a) liabilities arising under the Loan Documents to which it is a party and (b) trade payables incurred in the ordinary course of business, tax liabilities incidental to ownership of such rights and other liabilities incurred in the ordinary course of business, including those in connection with agreements necessary or desirable to operate a Station, including retransmission consent, affiliation, programming, syndication, time brokerage, joint sales, lease and similar agreements.
“ Business Day ” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are generally authorized or required by law to close; provided , however , that when used in connection with a Eurodollar Loan (including with respect to all notices and determinations in connection therewith and any payments of principal, interest or other amounts thereon), the term “ Business Day ” shall also exclude any day on which banks are generally not open for dealings in dollar deposits in the London interbank market.
“ Capital Expenditures ” shall mean, as to any Person for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the such Person.
“ Capital Stock ” shall mean:
(a) in the case of a corporation, corporate stock;
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
“ Capitalized Lease Obligations ” shall mean, as to any Person, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.
“ Capitalized Software Expenditures ” shall mean, as to any Person, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its subsidiaries that are Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such subsidiaries.
“ Captive Insurance Subsidiary ” means any Subsidiary created and operated as a captive insurance company.
 
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“ Cash Equivalents ” shall mean:
(a) dollars;
(b) (i) euro, or any national currency of any participating member state of the EMU; or
(ii) in the case of the US Borrower or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;
(c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;
(e) repurchase obligations for underlying securities of the types described in clauses (c)  and (d)  entered into with any financial institution meeting the qualifications specified in clause (d)  above;
(f) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;
(g) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;
(h) investment funds investing 95% of their assets in securities of the types described in clauses (a)  through (g)  above;
(i) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;
(j) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;
(k) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and
(l) solely for purposes of calculating the Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio, the Equity Interests in Entravision Communications Corporation held by the US Borrower on the Closing Date (or such lesser amount then held by the US Borrower on any date of determination); provided that such common stock shall be valued at 90% of the average closing price over the last 30 trading days preceding on date of determination.
 
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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a)  and (b)  above, provided that such amounts are converted into any currency listed in clauses (a)  and (b)  as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.
A “ Change of Control ” shall be deemed to have occurred if:
(a) the Permitted Investors cease to have the power, directly or indirectly, to vote or direct the voting of Equity Interests of the US Borrower representing a majority of the ordinary voting power for the election of directors (or equivalent governing body) of the US Borrower; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,
(i) any time prior to the consummation of a Qualified Public Offering, and for any reason whatsoever, (A) the Permitted Investors otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of the US Borrower or (B) the Permitted Investors own, directly or indirectly, of record and beneficially an amount of Equity Interests of the US Borrower having ordinary voting power that is equal to or more than 50% of the amount of Equity Interests of the US Borrower having ordinary voting power owned, directly or indirectly, by the Permitted Investors of record and beneficially as of the Closing Date (determined by taking into account any stock splits, stock dividends or other events subsequent to the Closing Date that changed the amount of Equity Interests, but not the percentage of Equity Interests, held by the Permitted Investors) and such ownership by the Permitted Investors represents the largest single block of Equity Interests of the US Borrower having ordinary voting power held by any person or related group for purposes of Section 13(d) of the Securities Exchange Act of 1934, or
(ii) at any time after the consummation of a Qualified Public Offering, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on the date hereof, but excluding any employee benefit plan of such Person and its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Investors, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) 35% of outstanding Equity Interests of the US Borrower having ordinary voting power and (y) the percentage of the then outstanding Equity Interests of the US Borrower having ordinary voting power owned, directly or indirectly, beneficially and of record by the Permitted Investors, and (B) during each period of 12 consecutive months, a majority of the board of directors of the US Borrower shall consist of the Continuing Directors; or
 
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(b) any change in control (or similar event, however denominated) with respect to the US Borrower or any Restricted Subsidiary shall occur under and as defined in the New Senior Notes Documentation to the extent the New Senior Notes constitute Material Indebtedness of the US Borrower or any Restricted Subsidiary; or
(c) at any time prior to the consummation of a Qualified Public Offering, Holdings shall directly own, beneficially and of record, less than 100% of the issued and outstanding Equity Interests of the US Borrower.
“ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement or, in the case of an assignee, an adoption after the date such Person became a party to this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, in the case of an assignee, a change after the date such Person became a party to this Agreement, or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14 , by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive of any Governmental Authority made or issued after the date the relevant Lender or Issuing Bank becomes a party to this Agreement.
“ Charges ” shall have the meaning assigned to such term in Section 9.09 .
“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Existing Non-Extended Revolving Loans, Extended Revolving Loans, Other Revolving Loans of the same Series, Existing First-Lien Term Loans, Extended First-Lien Term Loans, Other First-Lien Term Loans of the same Series, Swingline Loans, or any Incremental Term Loans of the same Series, and, when used in reference to any Commitment, refers to whether such Commitment is an Existing Non-Extended Revolving Credit Commitment, Extended Revolving Credit Commitment, Other Revolving Credit Commitment of the same Series, Other First-Lien Term Commitment of the same Series or Swingline Commitment; provided that (x) Existing Non-Extended Revolving Loans, Extended Revolving Loans and Other Revolving Loans of the same Series and (y) Existing Non-Extended Revolving Credit Commitments, Extended Revolving Credit Commitments and Other Revolving Credit Commitments of the same Series, shall be deemed to be part of the same Class of Loans or Commitments, as applicable, for purposes of (and only for purposes of) Revolving Credit Borrowings, participations in Letters of Credit and Swingline Loans and voluntary prepayments under Section 2.12 (other than voluntary prepayments resulting from the special allocation of commitment reductions set forth in Section 2.09(c) ).
“ Closing Date ” shall mean March 29, 2007.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any legislation successor thereto.
“ Collateral ” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document, and shall include the Mortgaged Properties, but shall not include Equity Interests representing more than 65% of the total combined voting power of any Foreign Subsidiary.
 
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“ Collateral Agent ” shall mean the First-Lien Collateral Agent and any other Person acting as the “Collateral Agent” under the Intercreditor Agreement, as applicable.
“ Commitment Fee ” shall have the meaning assigned to such term in Section 2.05(a) .
“ Commitments ” shall mean the Existing Non-Extended Revolving Credit Commitments, Extended Revolving Credit Commitments, Swingline Commitment and, if applicable, any Other Revolving Credit Commitments and/or Other First-Lien Term Commitments.
“ Communications Act ” shall mean the Communications Act of 1934, as amended.
“ Confidential Information Memorandum ” shall mean the Confidential Information Memorandum dated February 2007, relating to the syndication of the Credit Facilities (as defined in the Original Credit Agreement).
“ Consolidated ” or “ consolidated ” with respect to any Person, unless otherwise specifically indicated, refers to such Person consolidated with the US Borrower and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.
“ Consolidated Depreciation and Amortization Expense ” shall mean, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
“ Consolidated First-Lien Debt ” shall mean, at any time with respect to any Person and its subsidiaries, the total Indebtedness of such Person in respect of borrowed money, Capitalized Lease Obligations and purchase money Indebtedness, in each case, secured by a first-priority Lien on the assets of the US Borrower and/or its Restricted Subsidiaries determined on a consolidated basis, minus the amount of unrestricted cash and Cash Equivalents held by such Person and its Subsidiaries (it being understood that cash and Cash Equivalents restricted in favor of the Administrative Agent or any Collateral Agent shall be deemed to be unrestricted).
“ Consolidated First-Lien Leverage Ratio ” shall mean, with respect to the US Borrower and its Restricted Subsidiaries as of the end of any fiscal quarter of the US Borrower, the ratio of Consolidated First-Lien Debt on such date to EBITDA for the period of 4 consecutive fiscal quarters most recently ended on or prior to such date.
“ Consolidated Indebtedness ” shall mean, as of any date of determination, the sum, without duplication, of (a) the total amount of Indebtedness of the US Borrower and its Restricted Subsidiaries, plus (b) the greater of the aggregate liquidation value and maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified Stock of the US Borrower and the Restricted Guarantors and all Preferred Stock of its Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.
 
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“ Consolidated Interest Expense ” shall mean, with respect to any Person for any period, without duplication, the sum of:
(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus
(b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus
(c) solely for the purposes of determining the Restricted Payment Applicable Amount, without duplication, interest expense of the US Borrower in respect of the Refinancing Note or, if the Refinancing Note is not issued, interest expense of the Parent in respect of the Parent Note or dividends payable in respect of any Parent Capital, and, in the case of any Parent Note or Parent Capital, regardless of whether the same would otherwise constitute interest expense under GAAP; less
(d) interest income of such Person and its Restricted Subsidiaries for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the US Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
“ Consolidated Leverage Ratio ” shall mean, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the US Borrower and its Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the US Borrower and its Restricted Subsidiaries and held by the US Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the US Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.
“ Consolidated Net Income ” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided , however , that (without duplication),
(a) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,
 
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(b) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,
(c) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,
(d) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the US Borrower, shall be excluded,
(e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided , that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the US Borrower or a Restricted Subsidiary in respect of such period,
(f) solely for the purpose of determining the amount available under clause (a)  of the definition of Restricted Payment Applicable Amount, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided , that Consolidated Net Income of the US Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the US Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,
(g) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,
(h) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,
(i) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,
 
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(j) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,
(k) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction (including any amounts paid to the FCC within the three month period prior to the Closing Date) shall be excluded, and
(l) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.
Notwithstanding the foregoing, for the purpose of Section 6.03 only (other than paragraph (d)  of the definition of Restricted Payment Available Amount), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the US Borrower and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the US Borrower and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the US Borrower or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under paragraph (d)  of the definition of Restricted Payment Available Amount.
“ Consolidated Secured Debt Ratio ” shall mean, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the US Borrower and its Restricted Subsidiaries on such date that is secured by Liens less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the US Borrower and its Restricted Subsidiaries and held by the US Borrower and its Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the US Borrower and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.
“ Contingent Obligations ” shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that, in each case, do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
(b) to advance or supply funds
(i) for the purchase of payment of any such primary obligation, or
(ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or
(c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primarily obligor to make payment of such primary obligation against loss in respect thereof.
 
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“ Continuing Directors ” shall mean the directors of the US Borrower on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other director’s nomination for election to the board of directors of the US Borrower is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Investors in his or her election by the stockholders of the US Borrower.
“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.
“ Credit Agreement Refinancing Indebtedness ” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in conversion of or exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans and/or then-existing Revolving Credit Commitments hereunder (including any successive Credit Agreement Refinancing Indebtedness) (“ Refinanced Debt ”); provided that (i) such extending, renewing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Credit Commitments, the unused portion of such Other Revolving Credit Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused then-existing Revolving Credit Commitments, the amount thereof) except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such extending, renewing or refinancing Indebtedness, (ii) such Indebtedness has a later maturity and, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt (but in any event on or later than in the case of any Credit Agreement Refinancing Indebtedness which pertains to (x) a Term Loan, the Term Loan Maturity Date for Extended First-Lien Term Loans or (y) a Revolving Credit Commitment, the Extended Revolving Credit Maturity Date), (iii) unless such Credit Agreement Refinancing Indebtedness is incurred by means of extension, renewal, conversion or exchange without resulting in Net Cash Proceeds, such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid as set forth in Section 2.13(d) and (iv) if such Credit Agreement Refinancing Indebtedness results in the extension, renewal, conversion or exchange (as opposed to repayment in cash) of any Class of Loans and/or Commitments, the opportunity to participate in such Credit Agreement Refinancing Indebtedness shall be offered to all Lenders of the affected Class on a ratable basis and allocated among all accepting Lenders of
 
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the affected Class first , on a ratable basis equal to an amount obtained by dividing the aggregate principal amount of the Refinanced Debt held by such accepting Lender by the aggregate principal amount of Refinanced Debt held by all Lenders (the “ Individual Cap ”) and next , to the extent of any excess to the Refinanced Debt of all accepting Lenders as agreed by the Administrative Agent and the US Borrower, pursuant to notice and acceptance procedures to be agreed between the US Borrower and the Administrative Agent, each acting reasonably; provided that to the extent that such Refinanced Debt consists, in whole or in part, of then-existing Revolving Credit Commitments (or Revolving Loans or Swingline Loans incurred pursuant to any then-existing Revolving Credit Commitments), such then-existing Revolving Credit Commitments shall (to the extent not extended, renewed, converted into or exchanged for an Other Revolving Credit Commitment pursuant to the terms of the related Refinancing Amendment) be terminated, and all accrued fees in connection therewith shall be paid (and all such Revolving Loans and Swingline Loans shall be repaid) as set forth in Section 2.13(d) .
“ Credit Event ” shall have the meaning assigned to such term in Section 4.01 .
“ Credit Increase ” shall have the meaning assigned to such term in Section 2.24(a) .
“ Cure Amount ” shall have the meaning assigned to such term in Section 7.02.
“ Cure Right ” shall have the meaning assigned to such term in Section 7.02.
“ Current Assets ” shall mean, at any time, (a) the consolidated current assets (other than cash and Cash Equivalents) of the US Borrower and its Restricted Subsidiaries that would, in accordance with GAAP, be classified on a consolidated balance sheet of the US Borrower and its Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments) and (b) in the event that a Receivables Facility is accounted for off-balance sheet, (x) gross accounts receivable comprising part of the assets subject to such Receivables Facility less (y) collections against the amounts sold pursuant to clause (x) .
“ Current Liabilities ” shall mean, at any time, the consolidated current liabilities of the US Borrower and its Restricted Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) outstanding Revolving Loans, L/C Exposure and Swingline Loans, (c) accruals of consolidated interest expense (excluding consolidated interest expense that is due and unpaid), (d) accruals for current or deferred Taxes based on income or profits and (e) accruals of any costs or expenses related to restructuring reserves to the extent permitted to be included in the calculation of EBITDA pursuant to clause (a)(v) thereof.
“ DBNY ” shall have the meaning assigned to such term in the preamble.
“ DBSI ” shall have the meaning assigned to such term in the preamble.
“ Default ” shall mean any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would constitute an Event of Default.
 
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“ Defaulting Lender ” shall mean any Lender that (a) has failed (which failure has not been cured) to fund any portion of the Revolving Loans, Term Loans or participations in the L/C Exposure required to be funded by it hereunder on the date required to be funded by it hereunder, (b) has otherwise failed (which failure has not been cured) to pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder on the date when due, unless the subject of a good faith dispute, (c) has notified the Administrative Agent and/or the US Borrower that it does not intend to comply with the obligations under Sections 2.02 , 2.22 or 2.23 or (d) is insolvent or is the subject of a bankruptcy or insolvency proceeding.
“ Designated Non-Cash Consideration ” shall mean the fair market value of non-cash consideration received by the US Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the US Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.
“ Designated Preferred Stock ” shall mean Preferred Stock of the US Borrower, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to the US Borrower or a Restricted Subsidiary or an employee stock ownership plan or trust established by the US Borrower or its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the US Borrower, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in the definition of Restricted Payment Applicable Amount.
“ Disqualified Institutions ” shall mean (a) those institutions set forth on Schedule 1.01(b) hereto, (b) any Persons who are competitors of the US Borrower and its subsidiaries as identified to the Administrative Agent from time to time or (c) those Persons who are competitors of the Strategic Investor and its subsidiaries as identified to the Administrative Agent from time to time.
“ Disqualified Stock ” shall mean, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock which is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (in each case, other than solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale shall be subject to the occurrence of the Termination Date or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder)), in whole or in part, in each case prior to the date 91 days after the Latest Maturity Date then in effect at the time such Disqualified Stock is first issued; provided , however , that if such Capital Stock is issued to any plan for the benefit of employees of the US Borrower or its subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.
 
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“ Dollar Equivalent ” shall mean, at any time, (a) with respect to any amount denominated in dollars, such amount and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in dollars as determined by the Issuing Bank at such time on the basis of the rate (as determined in accordance with Section 1.09 as of the date of the relevant determination) for the purchase of dollars with such Alternative Currency.
“ dollars ” or “ $ ” shall mean lawful money of the United States of America.
“ Domestic Subsidiaries ” shall mean all subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.
“ EBITDA ” shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period
(a) increased (without duplication) by:
(i) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes, foreign withholding taxes and foreign unreimbursed value added taxes of such Person and such subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; provided that the aggregate amount of unreimbursed value added taxes to be added back for any four consecutive quarter period shall not exceed $2,000,000; plus
(ii) Fixed Charges of such Person and such subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus
(iii) Consolidated Depreciation and Amortization Expense of such Person and such subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus
(iv) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred under this Agreement (including a refinancing thereof) (whether or not successful), including (x) such fees, expenses or charges related to the offering of the New Senior Notes and the Credit Facilities, (y) any amendment or other modification of the Existing Senior Notes and the New Senior Notes and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
(v) other than for the purpose of determining the amount available for Restricted Payments under paragraph (a)  of the definition of Restricted Payment Applicable Amount, the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing
 
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Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Closing Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs, conversion costs and excess pension charges and consulting fees incurred in connection with any of the foregoing; plus
(vi) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
(vii) the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
(viii) other than for the purpose of determining the amount available for Restricted Payments under paragraph (a)  of the definition of Restricted Payment Applicable Amount, the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Sponsors or under the Sponsor Management Agreement to the extent otherwise permitted under Section 6.06 deducted (and not added back) in computing Consolidated Net Income; plus
(ix) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility deducted (and not added back) in computing Consolidated Net Income; plus
(x) any costs or expense deducted (and not added back) in computing Consolidated Net Income by such Person or any such subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the US Borrower or net cash proceeds of an issuance of Equity Interest of the US Borrower (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in the definition of Restricted Payment Applicable Amount; plus
(xi) (A) other than for the purpose of determining the amount available for Restricted Payments under paragraph (a)  of the definition of Restricted Payment Applicable Amount, any costs or expense (other than those described in clause (B)  below) deducted (and not added back) in computing Consolidated Net Income by such Person or any such Subsidiary relating to the defense of the pending litigation proceedings with Televisa, S.A. de C.V. and any future claims related thereto and (B) any program license fee overcharges and any program license fee payments under protest in connection with such litigation, in each case deducted (and not added back) in
 
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computing Consolidated Net Income; provided that, with respect to this clause (B)  only, if either (1) a final decision shall have been determined and such decision either is not subject to appeal or an appeal of such decision is not filed by such Person with 30 days of such decision or (2) such litigation has been settled by the parties, then EBITDA shall be increased by the amount of such program license fee overcharges and such program license payments under protest less the amount, if any, of any of such payments which are retained by Televisa, S.A. De C.V. or its Affiliates pursuant to the decision or settlement;
(b) decreased by (without duplication) (i) non-cash gains increasing Consolidated Net Income of such Person and such subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (ii) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income; and
(c) increased or decreased by (without duplication):
(i) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,
(ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
“ ECF Percentage ” shall mean, with respect to any fiscal year, 50%; provided , however , if the Adjusted Consolidated Leverage Ratio as of the end of a fiscal year is (a) less than or equal to 6.00 to 1.00 but greater than 5.00 to 1.00, then the ECF Percentage with respect to such fiscal year shall mean 25% and (b) less than or equal to 5.00 to 1.00, then the ECF Percentage with respect to such fiscal year shall mean 0%.
“ Effective Yield ” shall mean, as to any Loans of any Class, the effective yield on such Loans as determined by the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such Loans and (y) four years following the date of incurrence thereof) payable generally to Lenders making such Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders. All such determinations made by the Administrative Agent shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.
“ Eligible Assignee ” shall have the meaning assigned to such term in Section 9.04(b) .
 
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“ EMU ” shall mean economic and monetary union as contemplated in the Treaty on European Union.
“ Environmental Laws ” shall mean all applicable Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives and orders (including consent orders), having the force and effect of law, in each case. relating to protection of the environment, natural resources, or to human health and safety as it relates to environmental protection.
“ Equity Cure Proceeds ” shall mean the proceeds received by the US Borrower in respect of any Cure Amount.
“ Equity Interests ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
“ Equity Investment ” shall have the meaning assigned to such term in the Original Credit Agreement.
“ Equity Offering ” shall mean any public or private sale of common stock or Preferred Stock of the US Borrower or of a direct or indirect parent of the US Borrower (excluding Disqualified Stock), other than:
(a) public offerings with respect to any such Person’s common stock registered on Form S-8;
(b) issuances to the US Borrower or any subsidiary of the US Borrower; and
(c) any such public or private sale that constitutes an Excluded Contribution.
“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.
“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that is under common control with any Loan Party under Section 414 of the Code or Section 4001 of ERISA.
“ ERISA Event ” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, but excluding any event for which the 30-day notice period is waived, with respect to a Pension Plan, (b) any “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, or the failure to satisfy any statutory funding requirement that results in a Lien, with respect to a Pension Plan, (c) the incurrence by any Loan Party or an ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any Loan Party or an ERISA Affiliate from any Pension Plan or Multiemployer Plan, (d) the filing or a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice of intent
 
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to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan, (e) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to the Code, ERISA or other applicable law, (f) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning statutory liability arising from the withdrawal or partial withdrawal of any Loan Party or any ERISA Affiliate from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (g) the occurrence of a “prohibited transaction” (within the meaning of Section 4975 of the Code) with respect to which the US Borrower or any Restricted Subsidiary is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the US Borrower or any Restricted Subsidiary could reasonably be expected to have any liability, (h) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of any Pension Plan or Multiemployer Plan or the appointment of a trustee to administer any Pension Plan or (i) any other extraordinary event or condition with respect to a Pension Plan or Multiemployer Plan which could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.
“ euro ” shall mean the single currency of participating member states of the EMU.
“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.
“ Event of Default ” shall have the meaning assigned to such term in Article VII .
“ Excess Cash Flow ” shall mean, for any fiscal year of the US Borrower, the excess of:
(a) the sum, without duplication, of
(i) EBITDA;
(ii) reductions to working capital of the US Borrower and its Restricted Subsidiaries ( i.e. , the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), but excluding any such reductions in working capital arising from the acquisition of any Person by the US Borrower and/or the Restricted Subsidiaries;
(iii) foreign currency translation gains received in cash related to currency remeasurements of indebtedness (including any net cash gain resulting from hedge agreements for currency exchange risk), to the extent not otherwise included in calculating EBITDA;
(iv) net cash gains resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective pronouncements and interpretations;
 
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(v) extraordinary, unusual or nonrecurring cash gains (other than gains on Asset Sales or the exceptions to the definition thereof), to the extent not otherwise included in calculating EBITDA; and
(vi) to the extent not otherwise included in calculating EBITDA, cash gains from any sale or disposition outside the ordinary course of business (other than gains on Prepayment Asset Sales);
minus
(b) the sum, without duplication, of
(i) the amount of any Taxes, including Taxes based on income, profits or capital, state, franchise and similar Taxes, foreign withholding Taxes and foreign unreimbursed value added Taxes (to the extent added in calculating EBITDA), and including penalties and interest on any of the foregoing, in each case, payable in cash by the US Borrower and its Restricted Subsidiaries (to the extent not otherwise deducted in calculating EBITDA), including payments made pursuant to any tax sharing agreements or arrangements among the US Borrower, its Restricted Subsidiaries and any direct or indirect parent company of the US Borrower (so long as such tax sharing payments are attributable to the operations of the US Borrower and its Restricted Subsidiaries);
(ii) consolidated interest expense, including costs of surety bonds in connection with financing activities (to the extent included in Consolidated Interest Expense), to the extent payable in cash and not otherwise deducted in calculating EBITDA;
(iii) foreign currency translation losses payable in cash related to currency remeasurements of indebtedness (including any net cash loss resulting from hedge agreements for currency risk), to the extent not otherwise deducted in calculating EBITDA;
(iv) without duplication of amounts deducted pursuant to clause (xviii)  below in a prior fiscal year, Capital Expenditures of the US Borrower and its subsidiaries made in cash, to the extent financed with Internally Generated Cash;
(v) repayments of long-term Indebtedness (including (A) the principal component of Capitalized Lease Obligations and (B) the amount of repayment of Loans pursuant to Section 2.11 and, to the extent made with the Net Cash Proceeds of a Prepayment Asset Sale that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, Section 2.13(b) , but excluding all other prepayments of the Loans), made by the US Borrower and its Restricted Subsidiaries, but only to the extent that such repayments (x) by their terms cannot be reborrowed or redrawn and (y) are not financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness);
(vi) additions to working capital ( i.e. , the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), but excluding any such additions to working capital arising from the acquisition of any Person by the US Borrower and/or the Restricted Subsidiaries;
 
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(vii) without duplication of amounts deducted pursuant to clause (xviii)  below in a prior fiscal year, the amount of Permitted Investments and Investments made by the US Borrower and its Restricted Subsidiaries pursuant to Section 6.03 (other than Permitted Investments in (x) Cash Equivalents and Government Securities and (y) the US Borrower or any of its Restricted Subsidiaries), in cash, to the extent such Investments were financed with Internally Generated Cash;
(viii) letter of credit fees paid in cash, to the extent not otherwise deducted in calculating EBITDA;
(ix) extraordinary, unusual or nonrecurring cash charges, to the extent not otherwise deducted in calculating EBITDA;
(x) cash fees and expenses incurred in connection with the Transactions, any Investment permitted under Section 6.03 or any Permitted Investment, any disposition not prohibited under Section 6.05 , any recapitalization, any Equity Offering, the issuance of any Indebtedness or any exchange, refinancing or other early extinguishment of Indebtedness permitted by this Agreement (in each case, whether or not consummated);
(xi) cash charges added to EBITDA pursuant to clauses (a)(iv), (v) , (ix)  and (xi)  thereof;
(xii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors or under the Sponsor Management Agreement permitted by Section 6.06 , to the extent not otherwise deducted in calculating EBITDA;
(xiii) the amount of Restricted Payments made by the US Borrower to the extent permitted by clauses (iv) , (xi)  and (xv)  (but, with respect to Section 6.03(b)(xv)(H) , only to the extent such amounts would have been permitted to be deducted under clause (b)  of this definition if the US Borrower or Restricted Subsidiary had instead made such Investment) of Section 6.03(b) to the extent that such Restricted Payments were financed with Internally Generated Cash;
(xiv) cash expenditures in respect of Hedging Obligations (including net cash losses resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective pronouncements and interpretations), to the extent not otherwise deducted in calculating EBITDA;
(xv) to the extent added to Consolidated Net Income, cash losses from any sale or disposition outside the ordinary course of business;
(xvi) cash payments by the US Borrower and its Restricted Subsidiaries in respect of long-term liabilities or obligations (other than Indebtedness) of the US Borrower and its Restricted Subsidiaries;
 
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(xvii) the aggregate amount of expenditures actually made by the US Borrower and its Restricted Subsidiaries in cash (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed; and
(xviii) without duplication of amounts deducted from Excess Cash Flow in a prior fiscal year, the aggregate consideration required to be paid in cash by the US Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such fiscal year relating to Investments permitted under Section 6.03 or Permitted Investments (other than Investments in (x) Cash Equivalents and Government Securities and (y) the US Borrower or any of its Restricted Subsidiaries) or Capital Expenditures to be consummated or made during the period of 4 consecutive fiscal quarters of the US Borrower following the end of such fiscal year; provided that to the extent the aggregate amount of Internally Generated Cash actually utilized to finance such Capital Expenditures or Investments during such period of 4 consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of 4 consecutive fiscal quarters.
“ Excluded Contributions ” shall mean net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to the US Borrower (other than Equity Cure Proceeds) from,
(a) contributions to its common equity capital, and
(b) the sale (other than to the US Borrower or a Subsidiary of the US Borrower or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the US Borrower or a Subsidiary of the US Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the US Borrower,
in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation of the Restricted Payment Applicable Amount.
“ Excluded Subsidiary ” shall mean (a) any subsidiary that is not a Wholly-Owned Subsidiary (unless such non-Wholly-Owned Subsidiary is a product of a restructuring as a result of FCC attribution rules), (b) any Immaterial Subsidiary, (c) any subsidiary that is prohibited by applicable law or contractual obligations from guaranteeing the Obligations, (d) any Restricted Subsidiary acquired pursuant to an acquisition permitted by Section 6.03 or by the definition of “Permitted Investments” financed with secured Indebtedness permitted to be incurred pursuant to Section 6.01(b)(xi) (but only to the extent such Indebtedness is otherwise permitted to be secured under clause (u)  of the definition of Permitted Liens) and Section 6.01(b)(xviii) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (d)  if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (e) any other subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences of providing a guarantee of the Obligations shall be excessive in view of the benefits to be
 
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obtained by the Lenders therefrom (it being agreed that the cost and other consequences of a Foreign Subsidiary providing a guarantee are excessive in view of the benefits), (f) any Receivables Subsidiary and (g) any Captive Insurance Subsidiary.
“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) income Taxes imposed on (or measured by) its income and franchise (and similar) Taxes imposed on it in lieu of income Taxes pursuant to the laws of the jurisdiction in which such recipient is organized or in which the principal office or applicable lending office of such recipient is located (or any political subdivision thereof), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a)  above and (c) in the case of a recipient (other than an assignee pursuant to a request by the US Borrower under Section 2.21(a) ), any withholding Tax that (i) is imposed on amounts payable to such recipient at the time such recipient becomes a party to this Agreement (or designates a new lending office) or (ii) is attributable to such recipient’s failure to comply with Section 2.20(e) , (f)  or (g) , as applicable, except in the case of clause (i)  above to the extent that such recipient (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 2.20(a) .
“ Existing First-Lien Term Borrowing ” shall mean a Borrowing comprised of Existing First-Lien Term Loans.
“ Existing First-Lien Term Loan ” shall have the meaning assigned to such term in Section 2.01(b) .
“ Existing First-Lien Term Loan Lender ” shall mean a First-Lien Lender with an outstanding Existing First-Lien Term Loan.
“ Existing Non-Extended Revolving Credit Commitment ” shall mean, with respect to each First-Lien Lender, the commitment of such First-Lien Lender to make revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as in effect on the Restatement Effective Date, after giving effect to Section 4 of the Restatement Agreement, or in the Assignment and Acceptance pursuant to which such First Lien lender assumed its Existing Non-Extended Revolving Credit Commitment, as applicable as the same may be reduced from time to time pursuant to Section 2.09 , 2.21(a) or 2.25 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 .
“ Existing Non-Extended Revolving Credit Lender ” shall mean, at any time, any Lender that has an Existing Non-Extended Revolving Credit Commitment at such time (or, after the termination thereof, Existing Non-Extended Revolving Loans or other Revolving Credit Exposure with respect thereto).
“ Existing Non-Extended Revolving Credit Maturity Date ” shall mean March 29, 2014.
“ Existing Non-Extended Revolving Loans ” shall mean the Revolving Loans made by Lenders pursuant to an Existing Non-Extended Revolving Credit Commitment.
 
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“ Existing Revolving Credit Commitment ” shall mean, with respect to each First-Lien Lender, the commitment of such First-Lien Lender to make revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) under the Original Credit Agreement as in effect immediately prior to the Restatement Effective Date (without giving effect to any transactions contemplated by the Restatement Agreement).
“ Existing Revolving Credit Lender ” shall mean, at any time, any Lender that has an Existing Revolving Credit Commitment at such time (or, after the termination thereof, Existing Revolving Loans or other Revolving Credit Exposure with respect thereto).
“ Existing Revolving Loans ” shall mean the Revolving Loans made by Lenders pursuant to an Existing Revolving Credit Commitment.
“ Existing Senior Notes ” shall mean the US Borrower’s 7.85% Senior Notes due 2011.
“ Existing Senior Notes Documentation ” shall mean any indenture and/or agreement governing the Existing Senior Notes and any documentation delivered pursuant thereto.
“ Existing Term Loans ” shall mean the Term Loans outstanding under (and as defined in) the Original Credit Agreement immediately prior to the Restatement Effective Date and before giving effect to any of the transactions contemplated by the Restatement Agreement.
“ Extended First-Lien Term Loan ” means, collectively, the Loans resulting from the B-1 Term Extension, the B-2 Term Extension and the Revolver Term-Out.
“ Extended First-Lien Term Loan Lender ” shall mean each Extended First-Lien B-1 Term Loan Lender, each Extended First-Lien B-2 Term Loan Lender and each Extended Revolver/Termed-Out Revolving Credit Lender.
“ Extended First-Lien B-1 Term Loan Lender ” each Lender executing the Restatement Agreement under the heading “Extended First-Lien B-1 Term Loan Lender.”
“ Extended First-Lien B-2 Term Loan Lender ” each Lender executing the Restatement Agreement under the heading “Extended First-Lien B-2 Term Loan Lender.”
“ Extended Revolver/Termed-Out Revolving Credit Lender ” each Lender executing the Restatement Agreement under the heading “Extended Revolver/Termed-Out Revolving Credit Lender.”
“ Extended Revolving Credit Commitment ” shall mean, with respect to each First-Lien Lender, the commitment of such First-Lien Lender to make Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder in an amount equal to the sum of its Revolving Credit Extension Amount and its Revolving Credit L/C Extension Amount, or in the Assignment and Acceptance pursuant to which such First-Lien Lender assumed its Extended Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 , 2.21(a) or 2.25 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 .
 
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“ Extended Revolving Credit Lender ” shall mean each Lender executing the Restatement Agreement under the heading “Extended Revolving Credit Lender.”
“ Extended Revolving Loans ” shall mean Revolving Loans made by Lenders pursuant to an Extended Revolving Credit Commitment.
“ Extended Revolving Credit Maturity Date ” shall mean March 29, 2016 (or, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date).
“ FCC ” shall mean the Federal Communications Commission or any successor thereto.
“ FCC Licenses ” shall mean any licenses, permits and authorizations issued by the FCC to the US Borrower or any of its Restricted Subsidiaries in connection with the operation of the Stations.
“ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
“ Fee Letter ” shall mean the Fee Letter, dated the Closing Date, among the US Borrower and DBNY.
“ Fees ” shall mean the Commitment Fee, the Administration Fee, the L/C Participation Fee and the Issuing Bank Fee.
“ Financial Officer ” of any Person shall mean the chief executive officer, chief financial officer, any vice president, principal accounting officer, treasurer, assistant treasurer or controller of such Person.
“ First-Lien Agents ” shall have the meaning assigned to such term in Article VIII .
“ First-Lien Collateral ” shall mean the Collateral securing the First-Lien Secured Obligations.
“ First-Lien Collateral Agent ” shall mean DBNY, in its capacity as collateral agent for the First-Lien Secured Parties, and shall include any successor collateral agent appointed pursuant to Article VIII .
“ First-Lien Facilities ” shall mean the revolving credit, swingline and letter of credit facilities provided hereunder, and the term loan facilities contemplated by Section 2.01(a) and (b)  and Sections 2.24 and/or 2.25 , if any.
“ First-Lien Guarantee and Collateral Agreement ” shall mean the First-Lien Guarantee and Collateral Agreement, substantially in the form of Exhibit D-1 , among the Loan Parties party thereto and the First-Lien Collateral Agent for the benefit of the First-Lien Secured Parties.
 
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“ First-Lien Intellectual Property Security Agreement ” shall mean any of the following agreements executed on or after the Closing Date (a) a Trademark Security Agreement substantially in the form of Exhibit F-A1 , (b) a Patent Security Agreement substantially in the form of Exhibit F-A2 or (c) a Copyright Security Agreement substantially in the form of Exhibit F-A3 .
“ First-Lien Intercreditor Agreement ” shall mean the Intercreditor Agreement, dated as of July 9, 2009, among the Borrowers, the other Guarantors party thereto, the First-Lien Collateral Agent, as “Collateral Agent for the First-Lien Secured Parties” and as “Authorized Representative for the Credit Agreement Secured Parties”, Wilmington Trust FSB, as trustee, as the “Initial Additional Authorized Representative”, and each “Additional Authorized Representative” from time to time party thereto.
“ First-Lien Lenders ” shall mean (a) the Persons listed in the Register as such as of the Restatement Effective Date (other than any such Person that has ceased to be a party hereto pursuant to (i) an Assignment and Acceptance (ii)  Section 2.21(a) or (iii) the operation of Section 2.25 ) and (b) any Person that has become a party hereto pursuant to an Assignment and Acceptance, an Incremental Amendment or a Refinancing Amendment. Unless the context indicates otherwise, the term “First-Lien Lenders” shall include the Swingline Lender.
“ First-Lien Mortgages ” shall mean the mortgages, deeds of trust and other security documents granting a Lien on any fee owned real property or interest therein to secure the First-Lien Secured Obligations, each in a form reasonably satisfactory to the First-Lien Collateral Agent.
“ First-Lien Obligations ” shall mean all Obligations in respect of the First-Lien Facilities.
“ First-Lien Secured Obligations ” shall mean all obligations defined as “Obligations” in the First-Lien Guarantee and Collateral Agreement and the other First-Lien Security Documents.
“ First-Lien Secured Parties ” shall mean the “Secured Parties” as defined in the First-Lien Guarantee and Collateral Agreement.
“ First-Lien Security Documents ” shall mean the First-Lien Mortgages, First-Lien Guarantee and Collateral Agreement, the Intercreditor Agreement and the First-Lien Intellectual Property Security Agreements and each of the other instruments and documents executed and delivered with respect to the First-Lien Collateral pursuant to Section 5.09 .
“ Fixed Charges ” shall mean, with respect to any Person for any period, the sum, without duplication, of:
(a) Consolidated Interest Expense of such Person and Restricted Subsidiaries for such period; plus
(b) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of the US Borrower or a Restricted Subsidiary during such period; plus
(c) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of the US Borrower or a Restricted Subsidiary during such period.
 
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“ Foreign Lender ” shall mean any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than that in which the US Borrower is located, unless such Lender or Issuing Bank is a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded U.S. entity. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“ Foreign Plan ” shall mean any pension plan, fund or other similar program (other than a government-sponsored plan) that (a) primarily covers employees of any Loan Party and/or any of its Restricted Subsidiaries who are employed outside of the United States and (b) is subject to any statutory funding requirement as to which the failure to satisfy results in a Lien or other statutory requirement permitting any governmental authority to accelerate the obligation of the US Borrower or any Restricted Subsidiary to fund all or a substantial portion of the unfunded, accrued benefit liabilities of such plan.
“ Foreign Subsidiary ” shall mean any subsidiary that is not a Domestic Subsidiary.
“ Foreign Subsidiary Total Assets ” shall mean the total assets of Foreign Subsidiaries of the US Borrower, determined on a consolidated basis in accordance with GAAP, as of the most recent balance sheet of the US Borrower.
“ GAAP ” shall mean United States generally accepted accounting principles.
“ Government Securities ” shall mean securities that are:
(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
“ Governmental Authority ” shall mean the government of the United States of America or any other nation, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
 
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“ Granting Lender ” shall have the meaning assigned to such term in Section 9.04(i) .
“ Guarantors ” shall mean Holdings and the Subsidiary Guarantors.
“ Hazardous Materials ” shall mean any material, substance or waste classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant” under any Environmental Laws.
“ Hedging Obligations ” shall mean, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer of mitigation of interest rate or currency risks either generally or under specific contingencies.
“ Holdings ” shall mean Broadcast Media Partners Holdings, Inc. and shall include any successors to such Person or assigns.
“ Immaterial Subsidiary ” shall mean all Restricted Subsidiaries of the US Borrower (other than (a) the Subsidiary Borrower, (b) any Broadcast License Subsidiary or (c) any other Restricted Subsidiary that holds FCC Licenses) for which (i) on the Closing Date, (A) the assets of such Restricted Subsidiary constitute less than 2.5% of the total assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis and (B) the EBITDA of such Restricted Subsidiary accounts for less than 2.5% of the EBITDA of the US Borrower and its Restricted Subsidiaries on a consolidated basis and (ii) thereafter, (A) the assets of all relevant Restricted Subsidiaries constitute 5% or less than the total assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis, and (B) the EBITDA of all relevant Restricted Subsidiaries accounts for less than 5.0% of the EBITDA of the US Borrower and its Restricted Subsidiaries on a consolidated basis.
“ Incremental Amendment ” shall have the meaning assigned to such term in Section 2.24(b) .
“ Incremental Facility Closing Date ” shall have the meaning assigned to such term in Section 2.24(b) .
“ Incremental Term Loans ” shall have the meaning assigned to such term in Section 2.24(a) .
“ Indebtedness ” shall mean, with respect to any Person, without duplication:
(a) any indebtedness (including principal and premium) of such Person, whether or not contingent
(i) in respect of borrowed money;
 
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(ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);
(iii) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (A) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (B) liabilities accrued in the ordinary course of business; or
(iv) representing any Hedging Obligations;
if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
(b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a)  of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
(c) to the extent not otherwise included, the obligations of the type referred to in clause (a)  of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;
provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (x) Contingent Obligations incurred in the ordinary course of business and (y) obligations under or in respect of Receivables Facilities. The amount of Indebtedness of any person under clause (c) above shall be deemed to equal the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such person in good faith.
“ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes and Other Taxes.
“ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b) .
“ Independent Financial Advisor ” shall mean an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the US Borrower, qualified to perform the task for which it has been engaged.
“ Intercompany Subordination Agreement ” shall mean the Intercompany Subordination Agreement, substantially in the form attached as Exhibit G .
“ Intercreditor Agreement ” shall mean (a) the “Intercreditor Agreement” as defined in the Original Credit Agreement, (b) the First-Lien Intercreditor Agreement, (c) any Second-Lien Intercreditor Agreement and (d) and any other intercreditor agreement contemplated by Section 9.17(d) ;
 
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references to the Intercreditor Agreement herein refer to the foregoing, individually or collectively, as the context may require, except that all references to the “Intercreditor Agreement” in the First-Lien Security Documents shall be deemed to refer solely to clause (a) above.
“ Interest Payment Date ” shall mean (a) with respect to any ABR Loan (including any Swingline Loan) of any Class, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan of any Class, the last day of the Interest Period applicable to such Loan and, in the case of a Eurodollar Borrowing with an Interest Period of more than 3 months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of 3 months’ duration been applicable to such Borrowing.
“ Interest Period ” shall mean, except as otherwise provided in Section 2.10(b) , with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 (or 9 or 12, if agreed to by all of the relevant Lenders) months thereafter, as the relevant Borrower may elect; provided , however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“ Internally Generated Cash ” shall mean any amount expended by the US Borrower and its Restricted Subsidiaries and not representing (a) a reinvestment by the US Borrower or any Restricted Subsidiaries of the Net Cash Proceeds of any Prepayment Asset Sale outside the ordinary course of business or Property Loss Event, (b) the proceeds of any issuance of long-term Indebtedness of the US Borrower or any Restricted Subsidiary (other than Indebtedness under any revolving credit facility) or (c) any credit received by the US Borrower or any Restricted Subsidiary with respect to any trade in of property for substantially similar property or any “like kind exchange” of assets.
“ Investment Grade Rating ” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.
“ Investment Grade Securities ” shall mean:
(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
(b) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the US Borrower and its subsidiaries;
 
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(c) investments in any fund that invests exclusively in investments of the type described in clauses (a)  and (b)  which fund may also hold immaterial amounts of cash pending investment or distribution; and
(d) corresponding instruments in countries other than the United States customarily utilized for high quality investments.
“ Investments ” shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances, issuances of letters of credit or similar financial accommodations or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to directors, officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 6.03 :
(a) “Investments” shall include the portion (proportionate to the US Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of a subsidiary of the US Borrower at the time that such subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such subsidiary as a Restricted Subsidiary, the US Borrower or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:
(i) the US Borrower’s direct or indirect “Investment” in such subsidiary at the time of such redesignation; less
(ii) the portion (proportionate to the US Borrower’s direct or indirect equity interest in such subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
(b) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the US Borrower.
“ Issuing Bank ” shall mean, as the context may require, (a) DBNY, acting through any of its Affiliates or branches, in its capacity as the issuer of Letters of Credit hereunder, (b) Bank of America, N.A. and (c) any other Person that may become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k) , with respect to Letters of Credit issued at the time such Person was a Lender. The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates or branches of the Issuing Bank, in which case the term “ Issuing Bank ” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.
“ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.05(c) .
 
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“ Junior Financing ” shall mean any Subordinated Indebtedness which is Material Indebtedness.
“ Junior Financing Documentation ” shall mean any indenture and/or other agreement pertaining to Junior Financing and all documentation delivered pursuant thereto.
“ L/C Backstop ” shall mean, in respect of any Letter of Credit, (a) a letter of credit delivered to the Issuing Bank which may be drawn by the Issuing Bank to satisfy any obligations of the Borrowers in respect of such Letter of Credit or (b) cash or Cash Equivalents deposited with the Issuing Bank to satisfy any obligation of the Borrowers in respect of such Letter of Credit, in each case, on terms and pursuant to arrangements (including, if applicable, any appropriate reimbursement agreement) reasonably satisfactory to the respective Issuing Bank.
“ L/C Commitment ” shall mean the commitment of an Issuing Bank to issue Letters of Credit pursuant to Section 2.23 ; provided that with respect to any Issuing Bank, to the extent the Borrowers obtain Other Revolving Credit Commitments for which such Issuing Bank does not have a commitment or does not otherwise consent in writing thereto, then the L/C Commitment of such Issuing Bank shall terminate on the later to occur of the termination of the Class of Revolving Credit Commitments under which such Issuing Bank has agreed to act as Issuing Bank or the date to which such Issuing Bank has otherwise consented in writing.
“ L/C Disbursement ” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.
“ L/C Exposure ” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time, in each case, calculated using the Dollar Equivalent at such time of all outstanding Letters of Credit denominated in an Alternative Currency. The L/C Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.
“ L/C Participation Fee ” shall have the meaning assigned to such term in Section 2.05(c) .
“ Latest Maturity Date ” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Other First-Lien Term Loan, any Other First-Lien Term Commitment, any Other Revolving Loan or any Other Revolving Credit Commitment, in each case as extended in accordance with this Agreement from time to time.
“ Lenders ” shall mean the First-Lien Lenders.
“ Letter of Credit ” shall mean any letter of credit issued (or, in the case of an Existing Letter of Credit (as defined in the Original Credit Agreement), deemed issued) pursuant to Section 2.23 .
“ Letter of Credit Application ” shall have the meaning assigned to such term in Section 2.23(b) .
 
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“ Letter of Credit Expiration Date ” shall have the meaning assigned to such term in Section 2.23(c) .
“ LIBO Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is 2 Business Days prior to the commencement of such Interest Period by reference to the Reuters Screen LIBOR01 for deposits in dollars (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is 2 Business Days prior to the beginning of such Interest Period.
“ Lien ” shall mean, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.
“ Limited Non-Guarantor Debt Exceptions ” shall have the meaning assigned to such term in Section 6.01(g) .
“ Loan Documents ” shall mean this Agreement, the Security Documents, the Intercreditor Agreement, the Restatement Agreement and the promissory notes, if any, executed and delivered pursuant to Section 2.04(e) .
“ Loan Parties ” shall mean the Borrowers and the Guarantors.
“ Loans ” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.
“ Management Investors ” shall have the meaning assigned to such term in the definition of “Permitted Investors.”
“ Margin Stock ” shall have the meaning assigned to such term in Regulation U.
“ Material Adverse Effect ” shall mean (a) on or prior to the Closing Date, a Target Material Adverse Effect and (b) after the Closing Date, a material adverse effect (i) on the business, operations, assets, financial condition or results of operations of the US Borrower and its Restricted Subsidiaries, taken as a whole or (ii) on any material rights and remedies of the Administrative Agent and the Lenders under any Loan Document, taken as a whole.
“ Material Indebtedness ” shall mean Indebtedness (other than the Loans and Letters of Credit), or Hedging Obligations, of any one or more of the US Borrower and its Restricted
 
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Subsidiaries in an aggregate principal amount greater than or equal to $100,000,000. For purposes of determining “Material Indebtedness”, the “principal amount” of the obligations of the US Borrower or any Restricted Subsidiary in respect of any Hedging Obligation at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the US Borrower or such Restricted Subsidiary would be required to pay if the relevant hedging agreement were terminated at such time.
“ Maturity Date ” shall mean (a) with respect to the Revolving Credit Commitments of any Class and the Revolving Credit Exposure thereunder, the Revolving Credit Maturity Date for such Class of such Revolving Credit Commitments and related Revolving Credit Exposure and (b) with respect to the Term Loans of any Class, the Term Loan Maturity Date for such Class of such Term Loans.
“ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09 .
“ Merger ” shall have the meaning assigned to such term in the Original Credit Agreement.
“ Merger Agreement ” shall have the meaning assigned to such term in the Original Credit Agreement.
“ Merger Sub ” shall have the meaning assigned to such term in the Original Credit Agreement.
“ Moody’s ” shall mean Moody’s Investors Service, Inc., or any successor thereto.
“ Moody’s Applicable Corporate Rating ” shall mean the corporate family rating assigned to the US Borrower by Moody’s.
“ Mortgaged Properties ” shall mean each parcel of fee owned real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.09 or Section 5.13 to secure the Obligations.
“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA under which the US Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates has any obligation or liability (contingent or otherwise).
“ Net Cash Proceeds ” shall mean (a) with respect to any Asset Sale or Property Loss Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds subsequently received (as and when received) in respect of deferred payments or noncash consideration initially received, net of any costs relating to the disposition thereof), net of (i) out-of-pocket expenses incurred (including reasonable and customary broker’s fees or commissions, investment banking, consultant, legal, accounting or similar fees, survey costs, title insurance premiums, and related search and recording charges, transfer, deed, recording and similar taxes incurred by the US Borrower and its Restricted Subsidiaries in connection therewith), and the US Borrower’s good faith estimate of Taxes paid or payable (including payments under any tax sharing agreement or arrangement of the type described in clause (b)(i) of the definition of Excess Cash Flow), in connection with such Asset Sale (including, in the case of any Asset Sale in respect of property of any Foreign Subsidiary, Taxes payable upon the
 
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repatriation of any such proceeds), (ii) amounts provided as a reserve, in accordance with GAAP, against any (x) liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale and (y) other liabilities associated with the asset disposed of and retained by the US Borrower or any of its Restricted Subsidiaries after such disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters ( provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligation which is secured by a Lien on the asset sold that has priority over the Lien securing the Obligations and which is repaid (other than Indebtedness hereunder) and (iv) in the case of any Asset Sale or Property Loss Event by a non-Wholly-Owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv) ) attributable to minority interests and not available for distribution to or for the account of the US Borrower or a wholly owned Restricted Subsidiary as a result thereof and (b) with respect to any incurrence of Indebtedness, the cash proceeds thereof, net of all Taxes (including, in the case of such Indebtedness incurred by a Foreign Subsidiary, Taxes payable upon the repatriation of any such proceeds) and customary fees, commissions, costs and other expenses incurred by the US Borrower and its Restricted Subsidiaries in connection therewith.
“ Net Income ” shall mean, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
“ New Senior Notes ” shall mean (i) the US Borrower’s 9.75% Senior Notes due 2015 in the original principal amount of $1,500,000,000, as such amount may be increased from time to time in respect of the payment of interest thereunder and any additional notes issued pursuant to the terms of the New Senior Notes Documentation representing the payment of interest (and includes any Registered Equivalent Notes) (the “ PIK Toggle Notes ”) and (ii) any Refinancing Indebtedness in respect thereof (which may include Refinancing Indebtedness in respect of the previously incurred Refinancing Indebtedness).
“ New Senior Notes Documentation ” shall mean any indenture and/or other agreement governing the New Senior Notes and all documentation delivered pursuant thereto.
“ Non-Consenting Lenders ” shall have the meaning assigned to such term in Section 2.21 .
“ Non-Qualified Refinancing Indebtedness ” means Refinancing Indebtedness in respect of the PIK Toggle Notes that matures or requires any scheduled amortization or payments of principal prior to the date that is 91 days after March 31, 2017.
“ Notes ” shall mean the New Senior Notes, Senior Secured Notes and the Existing Senior Notes.
“ Notes Documentation ” shall mean the Senior Secured Notes Documentation, the New Senior Notes Documentation and the Existing Notes Documentation.
“ Notice of Intent to Cure ” shall have the meaning assigned to such term in Section 7.02 .
 
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“ Obligations ” shall mean the unpaid principal of and interest on the Loans and all other obligations and liabilities of the Borrowers or any other Loan Party to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document and the Letters of Credit and whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid pursuant hereto or any other Loan Document and including interest accruing after the maturity of the Loans and L/C Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to a Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) or otherwise.
“ Officer ” shall mean the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the US Borrower.
“ Officer’s Certificate ” shall mean a certificate signed on behalf of the US Borrower by an Officer of the US Borrower, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the US Borrower, that meets the requirements set forth in this Agreement.
“ Opinion of Counsel ” shall mean a written opinion from legal counsel who is acceptable to the relevant Agent. The counsel may be an employee of or counsel to the Borrowers or the relevant Agent.
“ Other Closing Date Representations ” shall have the meaning assigned to such term in the Original Credit Agreement.
“ Original Credit Agreement ” shall mean this Agreement as amended and in effect immediately prior to the amendment and restatement hereof on the Restatement Effective Date.
“ Other First-Lien Term Commitments ” shall mean one or more Series of term loan commitments hereunder that result from a Refinancing Amendment or an Incremental Amendment.
“ Other First-Lien Term Loans ” shall mean one or more Series of Term Loans that result from a Refinancing Amendment or an Incremental Amendment.
“ Other First-Lien Term Loan Lender ” shall mean a First-Lien Lender with an outstanding Other First-Lien Term Loan of a given Series or with an Other First-Lien Term Commitment of a given Series.
“ Other Pari Passu Lien Obligations ” shall mean (a) the obligations in respect of the Senior Secured Notes and (b) all obligations with respect to any Indebtedness incurred in compliance with Section 6.01 and not constituting Subordinated Indebtedness, which Indebtedness and other obligations are secured on a pari passu basis with the Obligations pursuant to the First-Lien Intercreditor Agreement or otherwise on terms reasonably satisfactory to the First-Lien Collateral Agent.
 
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“ Other Pari Passu or Junior Lien Obligations ” shall mean all obligations with respect to any Indebtedness incurred in compliance with Section 6.01 and not constituting Subordinated Indebtedness, which Indebtedness and other obligations are (a) secured on a pari passu basis with the Obligations pursuant to the First-Lien Intercreditor Agreement or otherwise on terms reasonably satisfactory to the First-Lien Collateral Agent or (b) secured on a junior basis with the Obligations pursuant to intercreditor arrangements substantially identical to those provided in the Second-Lien Intercreditor Agreement or otherwise on terms reasonably satisfactory to the First-Lien Collateral Agent.
“ Other Revolving Credit Commitment ” shall mean, with respect to each First-Lien Lender, the revolving credit commitment of such First-Lien Lender hereunder to make Other Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as provided in a Refinancing Amendment or in the Assignment and Acceptance pursuant to which such First-Lien Lender assumed its Other Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 , 2.21(a) or 2.25 , (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 , (c) increased pursuant to a Refinancing Amendment or (d) increased pursuant to a Credit Increase.
“ Other Revolving Loans ” shall mean the revolving loans made pursuant to any Other Revolving Credit Commitment.
“ Other Taxes ” shall mean any and all present or future stamp or documentary taxes arising from the execution, delivery or enforcement of any Loan Document.
“ Parent ” shall mean a Person formed for the purpose of owning all of the Equity Interests, directly or indirectly, of Holdings.
“ Parent Capital ” shall mean any preferred Equity Interests issued by the Parent to a Strategic Investor.
“ Parent Note ” shall mean any promissory note or other evidence of Indebtedness for borrowed money issued by the Parent to a Strategic Investor.
“ Pari Passu Lien ” shall mean, with respect to any Collateral, the Lien therein created to secure the repayment of any Other Pari Passu Lien Obligations.
“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.
“ Pension Event ” shall mean (a) the whole or partial withdrawal of a Loan Party or any Restricted Subsidiary from a Foreign Plan during a Foreign Plan year, (b) the filing or a notice of interest to terminate in whole or in part a Foreign Plan or the treatment of a Foreign Plan amendment as a termination or partial termination, (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to
 
41

administer a Foreign Plan, (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Foreign Plan, (e) the failure to satisfy any statutory funding requirement, (f) the adoption of any amendment to a Foreign Plan that would require the provision of security pursuant to applicable law or (g) any other extraordinary event or condition with respect to a Foreign Plan which, with respect to each of the foregoing clauses, could reasonably be expected to result in a Lien or any acceleration of any statutory requirement to fund all or a substantial portion of the unfunded accrued benefit liabilities of such plan.
“ Pension Plan ” shall mean any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan or Foreign Plan) that is subject to Title IV of ERISA and/or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has any obligation or liability (contingent or otherwise).
“ Permitted Asset Swap ” shall mean the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the US Borrower or any of its Restricted Subsidiaries and another Person, including, without limitation, the transactions contemplated by that certain Agreement and Plan of Merger dated as of April 7, 2006 by and among Coconut Palm Acquisition Corp., Equity Broadcasting Corporation and certain shareholders of Equity Broadcasting Corporation.
“ Permitted First Priority Refinancing Debt ” means any secured Indebtedness incurred by the US Borrower in the form of one or more series of senior secured notes or loans; provided that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations and is not secured by any property or assets of the US Borrower or any Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of any Class of Loans and/or Commitments (including portions of Classes of Loans and/or Commitments), (c) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (d) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (f) the terms and conditions of such Indebtedness (including, without limitation, with respect to interest rate, amortization, redemption provisions, covenants, defaults, remedies and guaranty provisions, if any) are on prevailing market terms for an offering of senior secured notes under Rule 144A of the Securities Act for companies similarly situated to the US Borrower and (g) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the First-Lien Intercreditor Agreement with respect thereto. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
“ Permitted Investments ” shall mean:
(a) any Investment in the US Borrower or any of its Restricted Subsidiaries;
 
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(b) any Investment in cash and Cash Equivalents or Investment Grade Securities;
(c) any Investment by the US Borrower or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:
(i) such Person becomes a Restricted Subsidiary; or
(ii) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the US Borrower or a Restricted Subsidiary,
and, in each case, any Investment held by such Person; provided , that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;
(d) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 6.05 or any other disposition of assets not constituting an Asset Sale;
(e) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date, or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date; provided , that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;
(f) any Investment acquired by the US Borrower or any of its Restricted Subsidiaries:
(i) in exchange for any other Investment or accounts receivable held by the US Borrower or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or
(ii) as a result of a foreclosure by the US Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(g) Hedging Obligations permitted under Section 6.01(b)(ix) ;
(h) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (h)  that are at that time outstanding, not to exceed the greater of $300,000,000 and 2.0% of Total Assets at the time of such Investment; provided , that, the fair market value of Investments in Unrestricted Subsidiaries made pursuant to this clause (h) , together with the fair market value of Investments in Unrestricted Subsidiaries made in reliance on clause (m) , shall not exceed the greater of $200,000,000 or 2.0% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
(i) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock and those issued in exchange for Equity Cure Proceeds) of the US Borrower or any of its direct or indirect parent companies; provided , however , that such Equity Interests will not increase the Restricted Payments Applicable Amount;
 
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(j) Indebtedness permitted under Section 6.01 ;
(k) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 6.06 (except transactions described in clauses (x)  and (xiv)  thereof);
(l) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;
(m) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (m)  that are at the time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $300,000,000 and 2.0% of Total Assets at the time of such Investment; provided , that the fair market value of Investments in Unrestricted Subsidiaries made pursuant to this clause (m) , together with the fair market value of Investments in Unrestricted Subsidiaries made in reliance on clause (h) , shall not exceed the greater of $200,000,000 or 2.0% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
(n) Investments relating to a Receivables Subsidiary that, in the good faith determination of the US Borrower, are necessary or advisable to effect any Receivables Facility;
(o) advances to, or guarantees of Indebtedness of, directors, employees, officers and consultants not in excess of $20,000,000 outstanding at any one time, in the aggregate;
(p) loans and advances to officers, directors and employees for moving expenses and other similar expenses, in each case incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the US Borrower or any direct or indirect parent company thereof;
(q) Investments in the ordinary course of business consisting of endorsements for collection or deposit;
(r) Investments by the US Borrower or any of its Restricted Subsidiaries in any other Person pursuant to a “local marketing agreement” or similar arrangement relating to a station owned or licensed by such Person; and
(s) Investments in joint ventures in an aggregate amount not to exceed $25,000,000 outstanding at any one time, in the aggregate;
provided that the fair market value of all Investments in any Restricted Subsidiary that is not a Subsidiary Guarantor made pursuant to clauses (a)  and/or (c)  above shall not exceed, when aggregated with the aggregate amount of Net Cash Proceeds from dispositions of assets described in clause (v)  of the definition of “Asset Sale” which are excluded for purposes of the
 
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definition of “Prepayment Asset Sale,” $400,000,000 in the aggregate (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).
“ Permitted Investors ” shall mean (a) the Sponsors, their respective limited partners and any Person making an Investment in Parent, Holdings or its subsidiaries concurrently with the Sponsors, (b) the members of management of the Parent, Holdings and its subsidiaries who are investors, directly or indirectly, in the US Borrower (collectively, the “ Management Investors ”) and (c) the Strategic Investor and/or one or more of its Affiliates.
“ Permitted Liens ” shall mean, with respect to any Person:
(a) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;
(b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
(c) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
(d) Liens in favor of the issuer of stay, customs, appeal, performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
(e) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
(f) Liens securing Indebtedness permitted to be incurred pursuant to Section 6.01(b)(iv) , (xvii)  or (xviii) ; provided , that Liens securing Indebtedness permitted to be incurred pursuant to clause (xvii)  extend only to the assets of Foreign Subsidiaries and Liens
 
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securing Indebtedness permitted to be incurred pursuant to paragraphs (b)(iv) and (b)(xviii) are solely on the assets financed, purchased, constructed, improved, acquired or assets of the acquired entity, as the case may be;
(g) Liens existing on the Closing Date and described in all material respects on Schedule 6.02 ;
(h) Liens securing all obligations under the Senior Secured Notes, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt and any permitted Refinancing Indebtedness of any of the foregoing; provided that any Liens securing such Refinancing Indebtedness shall also secure the Secured Obligations; provided , further that any Liens securing any Permitted Second Priority Refinancing Debt and any permitted Refinancing Indebtedness related thereto (that otherwise constitutes Permitted Second Priority Refinancing Debt) shall be subject to the Second-Lien Intercreditor Agreement; and provided , further , that the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness otherwise permitted under this clause (h) at the time the original Lien became a Permitted Lien hereunder, and (ii) an amount necessary to pay any accrued but unpaid interest and fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement (it being understood that one or more types or tranches of Indebtedness described in this clause (h) may be refinanced together into one or more types or tranches of Refinancing Indebtedness so long as the aggregate amount of such resulting Refinancing Indebtedness would not exceed the sum of the amounts otherwise permitted by this proviso for the refinanced Indebtedness individually), so long as the parameters for Refinancing Indebtedness for each such tranche are otherwise satisfied;
(i) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided , however , such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided , further , that such Liens may not extend to any other property owned by the US Borrower or any of its Restricted Subsidiaries;
(j) Liens on property at the time the US Borrower or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the US Borrower or any of its Restricted Subsidiaries; provided , however , that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided , further , that the Liens may not extend to any other property owned by the US Borrower or any of its Restricted Subsidiaries;
(k) Liens securing Indebtedness or other obligations of the US Borrower or a Restricted Subsidiary owing to the US Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 6.01(b)(vii) ;
(l) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Agreement, secured by a Lien on the same property securing such Hedging Obligations;
 
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(m) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(n) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the US Borrower or any of its Restricted Subsidiaries and do not secure any Indebtedness;
(o) Liens arising from UCC financing statement filings regarding operating leases entered into by the US Borrower and its Restricted Subsidiaries in the ordinary course of business;
(p) Liens in favor of either Borrower or any Restricted Guarantor;
(q) Liens on equipment of the US Borrower or any of its Restricted Subsidiaries granted in the ordinary course of business to the US Borrower’s or such Restricted Subsidiary’s client at which equipment is located;
(r) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;
(s) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness permitted by Section 6.01 and secured by any Lien referred to in the foregoing clauses (f) , (g) , (i)  and (j) ; provided , however , that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (f) , (g) , (i)  and (j)  at the time the original Lien became a Permitted Lien hereunder, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
(t) deposits made in the ordinary course of business to secure liability to insurance carriers;
(u) other Liens securing obligations which not exceed $100,000,000 at any one time outstanding;
(v) Liens securing judgments for the payment of money not constituting an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
(w) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
 
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(x) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(y) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.01 ; provided , that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
(z) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(aa) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the US Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the US Borrower and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the US Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(bb) Liens securing the Obligations and the Secured Obligations; and
(cc) Liens incurred to secure any Other Pari Passu or Junior Lien Obligations permitted to be incurred under Section 6.01 ; provided that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 6.0 to 1.0;
provided that with respect to any Liens incurred in reliance on clauses (i) , (j)  and (s)  (but only to the extent clause (s)  relates to clauses (i)  and (j) ) above, either (1) the aggregate principal amount of all Indebtedness secured by such Liens, together with all Refinancing Indebtedness in respect thereof, shall not exceed $400,000,000 or (2) after giving pro forma effect to the respective acquisition of a Person or property, the Consolidated Secured Debt Ratio is less than the Consolidated Secured Debt Ratio immediately prior to such acquisition.
“ Permitted Second Priority Refinancing Debt ” means secured Indebtedness incurred by the US Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (a) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Secured Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of the US Borrower or any Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of any Class of Loans (including portions of Classes of Loans), (c) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (d) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably
 
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satisfactory to the Administrative Agent), (e) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (f) the terms and conditions of such Indebtedness (including, without limitation, with respect to interest rate, amortization, redemption provisions, covenants, defaults, remedies, guaranty provisions and subordination provisions, if any) are on prevailing market terms for an offering of senior secured second lien notes under Rule 144A of the Securities Act for companies similarly situated to the US Borrower and (g) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the Second-Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the US Borrower, then the US Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the Senior Representatives for such Indebtedness shall have executed and delivered the Second-Lien Intercreditor Agreement with respect thereto. Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
“ Permitted Unsecured Refinancing Debt ” means unsecured Indebtedness incurred by the US Borrower in the form of one or more series of senior unsecured notes or loans; provided that (a) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of any Class of Loans (including portions of Classes of Loans), (b) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (c) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (d) the terms and conditions of such Indebtedness (including, without limitation, with respect to interest rate, amortization, redemption provisions, covenants, defaults, remedies and guaranty provisions, if any) are on prevailing market terms for an offering of senior unsecured notes under Rule 144A of the Securities Act for companies similarly situated to the US Borrower and (e) such Indebtedness is not secured by any Lien or any property or assets of the US Borrower or any Subsidiary. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
“ Person ” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.
“ PIK Toggle Notes ” shall have the meaning assigned to such term in the definition of “New Senior Notes.”
“ PIK Toggle Notes Redemption ” shall mean the redemption, repurchase or other payment or prepayment, in whole or in part, of the PIK Toggle Notes (whether by tender offer, call or otherwise) with at least $1.1 billion of the proceeds from the Televisa Investment.
“ Pledged Collateral ” shall have the meaning assigned to such term in the First-Lien Guarantee and Collateral Agreement.
“ Preferred Stock ” shall mean any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
 
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“ Prepayment Asset Sale ” shall mean any Asset Sale, to the extent that (a) the aggregate Net Cash Proceeds realized in a single transaction or series of related transactions exceed $10,000,000 and (b) the aggregate Net Cash Proceeds of all such Asset Sales during any fiscal year exceed $25,000,000, but only to such extent. Notwithstanding the foregoing, the sale of Equity Interests in Entravision Communications Corporation, subject to the 2003 Consent Decree between the US Borrower and the Department of Justice, shall not constitute a Prepayment Asset Sale.
“ Pricing Certificate ” shall mean a certificate delivered pursuant to Section 5.04(c) .
“ Prime Rate ” shall mean the rate of interest per annum announced from time to time by DBNY as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.
“ Property Loss Event ” shall mean any event that gives rise to the receipt by the US Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property to the extent that the aggregate Net Cash Proceeds (a) realized as a result of a single event or a series of related events exceed $10,000,000 and (b) of all such events during any fiscal year exceed $25,000,000, but only to such extent.
“ Pro Rata Percentage ” of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages of any Revolving Credit Lender shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.
“ Qualified Proceeds ” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the US Borrower in good faith.
“ Qualified Public Offering ” shall mean the issuance by the US Borrower or any direct or indirect parent of the US Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended.
“ Rating Agencies ” shall mean Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the New Senior Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the US Borrower which shall be substituted for Moody’s or S&P or both, as the case may be.
“ Receivables Facility ” shall mean any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time,
 
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the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the US Borrower or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the US Borrower or any of its Restricted Subsidiaries sells their accounts receivable to either (A) a Person that is not a Restricted Subsidiary or (B) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.
“ Receivables Fees ” shall mean distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.
“ Receivables Subsidiary ” shall mean any subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.
“ Refinanced Debt ” shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.
“ Refinancing Amendment ” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Lender and/or Additional Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.25 .
“ Refinancing Effective Date ” shall have the meaning set forth in Section 2.25 .
“ Refinancing Indebtedness ” shall mean, with respect to any Person, any replacement, refinancing, refunding, renewal or extension of any Indebtedness, Disqualified Stock or Preferred Stock of such Person; provided that:
(a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness, Disqualified Stock or Preferred Stock so replaced, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest, discounts, premiums thereon (including tender premiums), defeasance costs and fees and expenses incurred, in connection with such replacement, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder;
(b) such replacement, refinancing, refunding, renewal or extension has at the time incurred a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being modified, replaced, refinanced, refunded, renewed or extended;
(c) if such Indebtedness being replaced, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such replacement, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being replaced, refinanced, refunded, renewed or extended;
 
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provided , that when such term is used in respect of (i) Permitted First Priority Refinancing Debt or the Senior Secured Notes, such Refinancing Indebtedness must also satisfy clauses (a), (c), (d), (e), (f) and (g) of the definition of Permitted First Priority Refinancing Indebtedness; (ii) Permitted Second Priority Refinancing Indebtedness, such Refinancing Indebtedness must also satisfy clauses (a), (c), (d), (e), (f) and (g) of the definition of Permitted Second Priority Refinancing Debt; and (iii) Permitted Unsecured Refinancing Debt, such Refinancing Indebtedness must also satisfy clauses (b), (c), (d) and (e) of the definition of Permitted Unsecured Refinancing Debt; and
(d) shall not include:
(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the US Borrower;
(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or
(iii) Indebtedness, Disqualified Stock or Preferred Stock of the US Borrower or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary.
“ Refinancing Note ” shall mean any promissory note or other evidence of Indebtedness for borrowed money issued by the US Borrower to Holdings or the Parent in exchange for the receipt by the US Borrower of the proceeds of the Parent Note and/or Parent Capital, to the extent the Indebtedness represented by such note (or other evidence) would constitute Refinancing Indebtedness permitted under Section 6.01(b)(xii) .
“ Refunding Capital Stock ” shall have the meaning set forth in Section 6.03(b)(ii) .
“ Register ” shall have the meaning assigned to such term in Section 9.04(d) .
“ Registered Equivalent Notes ” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar for dollar exchange therefore pursuant to an exchange offer registered with the SEC.
“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
 
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“ Related Business Assets ” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the US Borrower or a Restricted Subsidiary in exchange for assets transferred by the US Borrower or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
“ Related Fund ” shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans or similar extensions of credit, any other fund that invests in bank loans or similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.
“ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, trustees, agents and advisors of such Person and such Person’s Affiliates.
“ Release ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment.
“ Remaining Existing Amortization Amount ” shall have the meaning assigned to such term in Section 2.11(a)(i) .
“ Remaining Extended Amortization Amount ” shall have the meaning assigned to such term in Section 2.11(a)(ii) .
“ Repricing Transaction ” shall mean (a) the incurrence by the Borrowers of any Indebtedness under this Agreement (including, without limitation, any new or additional term loans under this Agreement, whether incurred directly or by way of the conversion of the Extended First-Lien Term Loans into a new tranche of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks and other institutional investors in financings similar to the facilities provided for in this Agreement (i) having an “effective” interest rate margin or weighted average yield that is less than the applicable rate for or weighted average yield for the Extended First-Lien Term Loans (with the comparative determinations to be made in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fee or “original issue discount” shared with all lenders or holders of such Indebtedness or Extended First-Lien Term Loans, as the case may be, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness or Extended First-Lien Term Loans, as the case may be, and without taking into account any fluctuations in the LIBO Rate or comparable LIBOR rate) but excluding Indebtedness incurred in connection with a Change of Control, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of the Extended First-Lien Term Loans or (b) any effective reduction in the Applicable Percentage for the Extended First-Lien Term Loans ( e.g. , by way of amendment, waiver or otherwise). Any such determination by the Administrative Agent as contemplated by preceding clauses (a)  and (b)  shall be conclusive and binding on all Lenders holding Extended First-Lien Term Loans and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.
 
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“ Required First-Lien Lenders ” has the meaning set forth in the Original Credit Agreement.
“ Required Lenders ” shall mean, at any time, Lenders having Revolving Credit Exposure, unused Revolving Credit Commitments and Term Loans representing more than 50% of the sum of all Revolving Credit Exposure, unused Revolving Credit Commitments and Term Loans at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“ Required Revolving Lenders ” shall mean, at any time, (i) when used with reference to Lenders having a particular Class of Revolving Credit Commitments, Lenders having Revolving Credit Exposure and unused Revolving Credit Commitments representing more than 50% of the sum of all Revolving Credit Exposure and unused Revolving Credit Commitments of such Class at such time or (ii) when used without reference to Lenders having a particular Class of Revolving Credit Commitments, Lenders having Revolving Credit Exposure and unused Revolving Credit Commitments representing more than 50% of the sum of all Revolving Credit Exposure and unused Revolving Credit Commitments of all Classes at such time; provided that, in each case, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
“ Required Second-Lien Lenders ” has the meaning set forth in the Original Credit Agreement.
“ Required Term Lenders ” shall have the meaning assigned to such term in Section 9.08(b) .
“ Responsible Officer ” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Person.
“ Restatement Agreement ” shall mean the Amendment and Restatement Agreement dated as of October 18, 2010, among the Borrowers, the Lenders party hereto and the Administrative Agent.
“ Restatement Effective Date ” shall mean the “Restatement Effective Date” as defined in the Restatement Agreement.
“ Restricted Cash ” shall mean cash and Cash Equivalents held by the US Borrower and its Restricted Subsidiaries that are contractually restricted from being distributed to the US Borrower, except for such restrictions that are contained in agreements governing Indebtedness permitted under Section 6.01 and that is secured by such cash or Cash Equivalents, or that are classified as “restricted cash” on the consolidated balance sheet of the US Borrower prepared in accordance with GAAP.
 
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“ Restricted Guarantor ” shall mean a Guarantor that is a Restricted Subsidiary.
“ Restricted Investment ” shall mean an Investment other than a Permitted Investment.
“ Restricted Payment ” shall mean:
(a) the declaration or payment of any dividend or the making of any payment or distribution on account of the US Borrower’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:
(i) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the US Borrower; or
(ii) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the US Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;
(b) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of the US Borrower or any direct or indirect parent of the US Borrower, including in connection with any merger or consolidation;
(c) the making of any principal payment on, or redemption, repurchase, defeasance or other acquisition or retirement for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, of any New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Subordinated Indebtedness other than:
(i) Indebtedness permitted under Section 6.01(b)(vii) , except to the extent prohibited by the Intercompany Subordination Agreement; or
(ii) the purchase, repurchase or other acquisition of any New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year (or, in the case of the New Senior Notes, 9 months) of the date of purchase, repurchase or acquisition; or
(d) the making of any Restricted Investment.
“ Restricted Payment Applicable Amount ” shall mean, at any time, an amount equal to the sum (without duplication) of:
(a) EBITDA of the US Borrower and its Restricted Subsidiaries on a consolidated basis for the period beginning January 1, 2009, to the end of the US Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the US Borrower and its Restricted Subsidiaries for the same period; plus
 
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(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the US Borrower, of marketable securities or other property received by the US Borrower or a Restricted Subsidiary (without the issuance of additional Equity Interests in such Restricted Subsidiary) since immediately after the Closing Date (other than (i) to the extent used to fund the Transactions and (ii) net cash proceeds to the extent such net cash proceeds have been used pursuant to Section 6.01(b)(xi)(A) ) from the issue or sale of:
(i) (A) Equity Interests of the US Borrower, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the US Borrower, of marketable securities or other property received from the sale of:
(x) Equity Interests to members of management, directors or consultants of the US Borrower, Restricted Subsidiaries and any direct or indirect parent company of the US Borrower, after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv) ; and
(y) Designated Preferred Stock; and
(B) to the extent such net cash proceeds or other property are actually contributed to the capital of the US Borrower or any Restricted Subsidiary (without the issuance of additional Equity Interests of such Restricted Subsidiary), Equity Interests of the US Borrower’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 6.03(b)(iv)) ; or
(ii) debt of the US Borrower or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the US Borrower or a direct or indirect parent company of the US Borrower;
provided , however , that this paragraph (b)  shall not include the proceeds from (v) the exercise of any Cure Right, (w) Refunding Capital Stock, (x) Equity Interests or convertible debt securities sold to the US Borrower or a Restricted Subsidiary, as the case may be, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus
(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the US Borrower, of marketable securities or other property contributed to the capital of the US Borrower following the Closing Date (other than (i) net cash proceeds to the extent utilized pursuant to Section 6.01(b)(xi)(A) , (ii) to the extent applied to fund the Transactions, (iii) by a Restricted Subsidiary, (iv) Equity Cure Proceeds and (v) any Excluded Contributions); plus
 
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(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the US Borrower, of marketable securities or other property received by the US Borrower or a Restricted Subsidiary by means of:
(i) the sale or other disposition (other than to the US Borrower or a Restricted Subsidiary) of Restricted Investments made by the US Borrower or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the US Borrower or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the US Borrower or its Restricted Subsidiaries, in each case after the Closing Date; or
(ii) the sale or other disposition (other than to the US Borrower or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by the US Borrower or a Restricted Subsidiary pursuant to Section 6.03(b)(vii) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Closing Date; plus
(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the US Borrower in good faith or if such fair market value may exceed $100,000,000, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the US Borrower or a Restricted Subsidiary pursuant to Section 6.03(b)(vii) or to the extent such Investment constituted a Permitted Investment;
provided , however , that, with respect to paragraph (b) , (c)  and (d)  above, to the extent the property received or contributed includes a “ stick ” station or stations or Equity Interests of a Person whose assets include a “ stick ” station or stations, the fair market value of such property shall be determined in good faith by the board of directors of the US Borrower.
“ Restricted Subsidiary ” shall mean, at any time, each direct and indirect subsidiary of the US Borrower (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”.
“ Revolver Extension ” shall mean the extension of the Existing Revolving Credit Commitments as contemplated by Section 2.01(a)(iii) .
“ Revolver L/C Extension ” shall mean the extension of the Existing Revolving Credit Commitments as contemplated by Section 2.01(a)(v) .
“ Revolver Term-Out ” shall mean the conversion of the Revolving Credit Exposure relating to the Existing Revolving Credit Commitments as contemplated by Section 2.01(a)(iv) .
 
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“ Revolving Commitment Increase ” shall have the meaning assigned to such term in Section 2.24(a) .
“ Revolving Commitment Increase Lender ” shall have the meaning assigned to such term in Section 2.24(b) .
“ Revolving Credit Borrowing ” shall mean a Borrowing comprised of Revolving Loans.
“ Revolving Credit Commitment ” shall mean, with respect to each First-Lien Lender, its Existing Non-Extended Revolving Credit Commitment, Extended Revolving Credit Commitment and/or any Other Revolving Commitment, as applicable.
“ Revolving Credit Exposure ” shall mean, with respect to any First-Lien Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such First-Lien Lender, plus the aggregate amount at such time of such First-Lien Lender’s L/C Exposure, plus the aggregate amount at such time of such First-Lien Lender’s Swingline Exposure.
“ Revolving Credit Extension Amount ” shall mean with respect to each Extended Revolving Credit Lender, the amount determined by the Administrative Agent and the Borrowers as the final amount of such Extended Revolving Credit Lender’s Revolver Extension on the Restatement Effective Date and notified to each such Lender by the Administrative Agent promptly following the Restatement Effective Date. All such determinations made by the Administrative Agent and the Borrowers shall, absent manifest error, be final, conclusive and binding on the Borrowers and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.
“ Revolving Credit Facility ” means the revolving credit facilities contemplated by Section 2.01 and, if applicable, Sections 2.24 and/or 2.25 .
“ Revolving Credit L/C Extension Amount ” shall mean with respect to each Extended/Term-Out Revolving Credit Lender, the amount determined by the Administrative Agent and the Borrowers as the final amount of such Extended/Term-Out Revolving Credit Lender’s Revolver L/C Extension on the Restatement Effective Date and notified to each such Lender by the Administrative Agent promptly following the Restatement Effective Date. All such determinations made by the Administrative Agent and the Borrowers shall, absent manifest error, be final, conclusive and binding on the Borrowers and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.
“ Revolving Credit Lender ” shall mean a First-Lien Lender with a Revolving Credit Commitment or any Revolving Credit Exposure.
“ Revolving Credit Maturity Date ” shall mean (a) with respect to the Existing Non-Extended Revolving Credit Commitment (and related Revolving Credit Exposure), the Existing Non-Extended Revolving Credit Maturity Date, (b) with respect to the Extended Revolving Credit Commitment (and related Revolving Credit Exposure), the Extended Revolving Credit Maturity Date and (c) with respect to any Class of Other Revolving Credit Commitments (and related Revolving Credit Exposure), the date set forth for such Class in the related Refinancing Amendment.
 
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“ Revolving Credit Term-Out Amount ” shall mean with respect to each Extended/Termed-Out Revolving Credit Lender, the amount determined by the Administrative Agent and the Borrowers as the final amount of such Extended/Termed-Out Revolving Credit Lender’s Revolver Term-Out on the Restatement Effective Date and notified to each such Lender by the Administrative Agent promptly following the Restatement Effective Date. All such determinations made by the Administrative Agent and the Borrowers shall, absent manifest error, be final, conclusive and binding on the Borrowers and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.
“ Revolving Loans ” shall mean revolving loans made by the First-Lien Lenders to the Borrowers pursuant to Section 2.01(c) .
“ S&P ” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor thereto.
“ Sale and Lease-Back Transaction ” shall mean any arrangement providing for the leasing by the US Borrower or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the US Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.
“ SEC “ shall mean the U.S. Securities and Exchange Commission.
“ Second-Lien Intercreditor Agreement ” shall mean a Second Lien Intercreditor Agreement among the Administrative Agent, the First-Lien Collateral Agent and one or more Senior Representatives for holders of Permitted Second Priority Refinancing Debt in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers.
“ Second-Lien Lender ” has the meaning set forth in the Original Credit Agreement.
“ Second-Lien Security Documents ” has the meaning set forth in the Original Credit Agreement.
“ Section 5.04 Financials ” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 5.04(a) or (b) .
“ Secured Indebtedness ” shall mean any Indebtedness of the US Borrower or any of its Restricted Subsidiaries secured by a Lien.
“ Secured Obligations ” shall mean all First-Lien Secured Obligations.
“ Secured Parties ” shall mean the First-Lien Secured Parties.
“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
 
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“ Security Documents ” shall mean, collectively, the First-Lien Security Documents.
“ Senior Representative ” means, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
“ Senior Secured Notes ” shall mean the US Borrower’s 12% Senior Secured Notes due 2014 in the original principal amount of $545,000,000, as such amount may be increased from time to time in respect of the payment of interest thereunder (and includes any Registered Equivalent Notes) and Refinancing Indebtedness in respect thereof (which may include Refinancing Indebtedness in respect of the previously incurred Refinancing Indebtedness).
“ Senior Secured Notes Documentation ” shall mean any indenture, security documents and/or other agreement governing the Senior Secured Notes and all documentation delivered pursuant thereto.
“ Series ” shall mean (a) all Loans or Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Loans or Commitments provided for therein are intended to be a part of any previously established Series) and that provide for the same interest margins and amortization schedule and (b) all Loans or Commitments that are established pursuant to the same Incremental Amendment (or any subsequent Incremental Amendment to the extent such Incremental Amendment expressly provides that the Loans or Commitments provided for therein are intended to be a part of any previously established Series) and that provide for the same interest margins and amortization schedule.
“ Similar Business ” shall mean any business conducted or proposed to be conducted by the US Borrower and its subsidiaries on the Closing Date or any business that is similar, reasonably related, incidental or ancillary thereto.
“ Solvent ” shall mean, with respect to any Person, (a) the consolidated fair value of the assets of such Person and its subsidiaries, at a fair valuation, will exceed their consolidated debts and liabilities, subordinated, contingent or otherwise; (b) the consolidated present fair saleable value of the property of such Person and its subsidiaries will be greater than the amount that will be required to pay the probable liability of their consolidated debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person and its subsidiaries will be able to pay their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) such Person and its subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“ SPC ” shall have the meaning assigned to such term in Section 9.04(i) .
 
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“ Specified Assets ” shall mean all of the shares of capital stock of Entravision Communications Corporation owned by the US Borrower or its Affiliates on the Closing Date.
“ Specified Default ” shall have the meaning assigned to such term in Section 2.13(b) .
“ Specified Loan Party ” shall mean each Loan Party set forth on Schedule 4.02(c) .
“ Sponsors ” shall mean (a) Madison Dearborn Partners, LLC, Providence Equity Partners Inc., Saban Capital Group, Texas Pacific Group and Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing and (b) any Person that acquires Capital Stock of Broadcasting Media Partners, Inc. or Broadcast Media Partners Holdings, Inc. on or prior to the Closing Date and any Affiliate of such Person.
“ Sponsor Management Agreement ” shall mean the management agreement between certain management companies associated with the Sponsors or with any other investor party thereto and the US Borrower and any direct or indirect parent company, as in effect from time to time so long as (a) the aggregate amount of fees payable thereunder do not increase from the formula set forth therein on the Closing Date and (b) no modification or amendment to the scope of any indemnities set forth therein has been made since the Closing Date.
“ Springing Maturity Date ” shall mean January 29, 2015.
“ Springing Maturity Date Conditions Are Satisfied ” shall mean that both (i) the Televisa Investment and the PIK Toggle Notes Redemption have not occurred prior to January 29, 2015 and (ii) more than $250,000,000 in aggregate principal amount of the PIK Toggle Notes (and Non-Qualified Refinancing Indebtedness) remains outstanding as of January 29, 2015.
“ Stations ” means all radio and television broadcast stations owned by the US Borrower or any of its Restricted Subsidiaries.
“ Statutory Reserves ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) applicable on the interest rate determination date (expressed as a decimal) established by the Board and applicable to any member of bank of the Federal Reserve System in respect of Eurocurrency Liabilities (as defined in Regulation D of the Board).
“ Strategic Investor ” shall mean Televisa.
“ Subordinated Indebtedness ” shall mean any Indebtedness of either Borrower and the Guarantors which is by its terms subordinated in right of payment to the Obligations of the US Borrower or such Guarantor, as applicable.
“ subsidiary ” shall mean, with respect to any Person (herein referred to as the “ parent ”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned or held by the parent, one or more subsidiaries of the parent or a combination thereof. Unless otherwise specified, “subsidiary” shall mean any subsidiary of the US Borrower.
 
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“ Subsidiary Borrower ” shall have the meaning assigned to such term in the preamble.
“ Subsidiary Borrower Sublimit ” shall mean an amount equal to the lesser of (a) the Total Revolving Credit Commitments and (b) $200,000,000. The Subsidiary Borrower Sublimit is part of, and not in addition to, the Commitments.
“ Subsidiary Guarantor ” shall mean each subsidiary listed on Schedule 1.01(a) , and each other subsidiary that is or becomes a party to the Guarantee and Collateral Agreement pursuant to Section 5.09 or otherwise, excluding (a) any Excluded Subsidiary, (b) any Foreign Subsidiary and (c) any Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded non-U.S. entity.
“ Successor Company ” shall have the meaning assigned to such term in Section 6.04(a)(i) .
“ Successor Person ” shall have the meaning assigned to such term in Section 6.04(c)(i)(A) .
“ Swingline Commitment ” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.22 , as the same may be reduced from time to time pursuant to Section 2.09 ; provided that with respect to any Swingline Lender, to the extent the Borrowers obtain Other Revolving Credit Commitments for which such Swingline Lender does not have a commitment or does not otherwise consent in writing thereto, then the Swingline Commitment of such Swingline Lender shall terminate on the later to occur of the termination of the Class of Revolving Credit Commitments under which such Issuing Bank has agreed to act as Swingline Lender or the date to which such Swingline Lender has otherwise consented in writing.
“ Swingline Exposure ” shall mean, at any time, the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.
“ Swingline Lender ” shall mean (i) DBNY, acting through any of its Affiliates or branches, in its capacity as lender of Swingline Loans hereunder, (ii) any other Person acting as Administrative Agent hereunder (to the extent agreed by the Borrowers and such Administrative Agent) or (iii) any other Lender designated by the Borrowers and agreed to by the Administrative Agent who agrees to act in such capacity.
“ Swingline Loan ” shall mean any loan made by the Swingline Lender pursuant to Section 2.22 .
“ Target Material Adverse Effect ” shall have the meaning assigned to such term in the Original Credit Agreement.
“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority.
 
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“ Televisa ” shall mean Grupo Televisa, S.A.B. and/or one or more of its Affiliates.
“ Televisa Investment ” shall mean the investment by the Parent of at least $1,100,000,000 of the proceeds of the Parent Note or Parent Capital, directly or indirectly, in the US Borrower (which may be by capital contribution or in exchange for the issuance of Equity Interests).
“ Term Lender ” shall mean any Existing First-Lien Term Loan Lender, Extended First-Lien Term Loan Lender and/or Other First-Lien Term Loan Lender, as the context may require.
“ Term Loan Borrowing ” shall mean a Borrowing comprised of Existing First-Lien Term Loans, Extended First-Lien Term Loans and/or Other First-Lien Term Loans of a given Class, as the context may require.
“ Term Loan Extension Amount ” shall mean (i) with respect to each Extended First-Lien B-1 Term Loan Lender, the amount determined by the Administrative Agent and the Borrowers as the final amount of such Extended First-Lien B-1 Term Loan Lender’s B-1 Term Extension on the Restatement Effective Date and notified to each such Lender by the Administrative Agent promptly following the Restatement Effective Date and (ii) with respect to each Extended First-Lien B-2 Term Loan Lender, the amount determined by the Administrative Agent and the Borrowers as the final amount of such Extended First-Lien B-2 Term Loan Lender’s B-2 Term Extension on the Restatement Effective Date and notified to each such Lender by the Administrative Agent promptly following the Restatement Effective Date. All such determinations made by the Administrative Agent and the Borrowers shall, absent manifest error, be final, conclusive and binding on the Borrowers and the Lenders and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct.
“ Term Loan Maturity Date ” shall mean (a) with respect to the Existing First-Lien Term Loans, September 29, 2014, (b) with respect to the Extended First-Lien Term Loans, March 31, 2017 (or, if the Springing Maturity Date Conditions Are Satisfied, the Springing Maturity Date) and (c) with respect to any Series of Other First-Lien Term Loans, the maturity date for such Series set forth in the relevant Refinancing Amendment.
“ Term Loans ” shall mean the Existing First-Lien Term Loans, Extended First-Lien Term Loans Lender and/or, after the incurrence thereof, Other First-Lien Term Loans, as the context may require.
“ Termination Date ” shall mean the date upon which all Commitments have terminated, no Letters of Credit are outstanding (or if Letters of Credit remain outstanding, as to which an L/C Backstop exists), and the Loans and L/C Exposure, together with all interest, Fees and other non-contingent Obligations, have been paid in full in cash.
“ Texas Mortgage ” shall mean the Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing, made by UVN Texas L.P., as the Trustor and Peter S. Graf c/o Republic Title of Texas, Inc., as the Trustee, for the benefit of Deutsche Bank AG New York Branch, as First-Lien Collateral Agent.
 
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“ Texas Mortgage Amendment ” shall have the meaning ascribed to such term in Section 5.14 .
“ Total Assets ” shall mean total assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the US Borrower and its Restricted Subsidiaries as may be expressly stated.
“ Total Revolving Credit Commitment ” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments as in effect at such time. The Total Revolving Credit Commitment immediately prior to the Restatement Effective Date is $600,000,000 and immediately after the Restatement Effective Date (after giving effect to the transactions in the Restatement Agreement) is $462,993,221.00.
“ Transaction Expenses ” shall mean any fees or expenses incurred or paid by the Sponsors, the US Borrower (or any direct or indirect parent of the US Borrower) or any of its subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
“ Transactions ” shall have the meaning set forth in the Original Credit Agreement.
“ Treasury Capital Stock ” shall have the meaning set forth in Section 6.03(b)(ii) .
“ Type ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall mean the Adjusted LIBO Rate and the Alternate Base Rate.
“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.
“ Unrestricted Subsidiary ” shall mean:
(a) any subsidiary of the US Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by the US Borrower, as provided in Section 5.11 ); and
(b) any subsidiary of an Unrestricted Subsidiary.
“ US Borrower ” shall have the meaning set forth in the preamble hereto.
“ USA PATRIOT Act ” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).
 
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“ Weighted Average Life to Maturity ” shall mean, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
(a) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment (or scheduled commitment reduction or termination) of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment (or reduction/termination); by
(b) the sum of all such payments (or reductions/terminations).
“ Wholly-Owned Subsidiary ” of any Person shall mean a subsidiary of such Person, 100% of the Equity Interests of which (other than directors’ qualifying shares or, in the case of Foreign Subsidiaries, nominal amounts of shares required by law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.
“ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
SECTION 1.02. Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles, Sections, paragraphs, clauses and subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, the Adjusted Consolidated Leverage Ratio, the Consolidated First-Lien Leverage Ratio, the Consolidated Leverage Ratio, and the Consolidated Secured Debt Ratio (and the financial definitions used therein) and compliance with each covenant set forth herein (including as determined by any reference to a definition used in such covenant ( e.g. , Receivables Facilities, Capitalized Lease Obligations, etc.)) shall be construed in accordance with GAAP, as in effect on the Closing Date; provided , however , that if the US Borrower notifies the Administrative Agent that the US Borrower wishes to amend the Adjusted Consolidated Leverage Ratio, the Consolidated First-Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio or any financial definition used therein or any covenant or definition used therein, in each case, to implement the effect of any change in GAAP or the application thereof occurring after the Closing Date on the operation thereof (or if the Administrative Agent notifies the US Borrower that the Required Lenders wish to amend the Adjusted Consolidated Leverage Ratio, the Consolidated First-Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio or any financial definition used therein or any covenant or definition used therein, in each case, for such purpose), then the US Borrower and the Administrative Agent shall negotiate in good faith to amend the Adjusted
 
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Consolidated Leverage Ratio, the Consolidated First-Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio or the definitions used therein or any covenant or definition used therein, in each case (subject to the approval of the Required Lenders), to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the Adjusted Consolidated Leverage Ratio, the Consolidated First-Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio or any financial definition used therein or any covenant or definition used therein, in each case, shall be determined on the basis of GAAP as applied and in effect immediately before the relevant change in GAAP or the application thereof became effective, until the Adjusted Consolidated Leverage Ratio, the Consolidated First-Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio or such financial definition is amended.
SECTION 1.03. Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , a “Revolving Loan”) or by Type ( e.g. , a “Eurodollar Loan”) or by Class and Type ( e.g. , a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g. , a “Revolving Credit Borrowing”) or by Type ( e.g. , a “Eurodollar Borrowing”) or by Class and Type ( e.g. , a “Eurodollar Revolving Credit Borrowing”).
SECTION 1.04. Rounding . The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).
SECTION 1.05. References to Agreements and Laws . Unless otherwise expressly provided herein, (a) all references to documents, instruments and other agreements (including the Loan Documents and organizational documents) shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, supplements and other modifications are not prohibited by any Loan Document and (b) references to any law, statute, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.
SECTION 1.06. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
SECTION 1.07. Timing of Payment or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that with respect to any payment of interest on or principal of Eurodollar Loans, if such extension would cause any such payment to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
 
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SECTION 1.08. Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time.
SECTION 1.09. Exchange Rate; Currency Equivalents Generally . For purposes of determining compliance with the provisions of this Agreement on any date of determination (including the issuance, amendment or extension of a Letter of Credit), any Alternative Currency will be converted to dollars based on the rate of exchange quoted by the Reuters World Currency Page for the applicable Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the US Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such Alternative Currency are then being conducted, at or about 10:00 a.m. on such date for the purchase of dollars for delivery 2 Business Days later). Notwithstanding the foregoing, for purposes of determining compliance with Article II and Sections 6.01 , 6.02 and 6.03 of this Agreement with respect to any amount of Indebtedness or Investment denominated in an Alternative Currency, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred or made; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.09 shall otherwise apply to such Article and such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred or made on any date) may be incurred or made under such Article and such Sections.
SECTION 1.10. Alternative Currencies. (a) The US Borrower may from time to time request that Letters of Credit be issued in an Alternative Currency (subject to the approval of the relevant Issuing Bank), provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into dollars. Any such request shall be made to the Administrative Agent, and the Administrative Agent shall promptly notify the relevant Issuing Bank thereof. The relevant Issuing Bank shall notify the Administrative Agent, not later than 1:00 p.m., 10 Business Days after receipt of such request whether it consents to the issuance of Letters of Credit in such requested currency. Any failure by the relevant Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by the relevant Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the relevant Issuing Bank consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the US Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for the purposes of any Letter of Credit issuances by such Issuing Bank. If the relevant Issuing Bank does not consent to any request for an additional currency under this Section 1.10 , the Administrative Agent shall promptly so notify the US Borrower.
(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the US Borrower’s consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.
 
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SECTION 1.11. Pro Forma Calculations. The Adjusted Consolidated Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio and the Consolidated First-Lien Leverage Ratio shall be calculated as follows:
(a) In the event that the US Borrower or any Restricted Subsidiary (i) incurs, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio is being calculated but prior to or simultaneously with the event for which the calculation of such ratio is made (a “ Ratio Calculation Date ”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period (it being understood that solely for the purposes of calculating quarterly compliance with Section 6.10 for purposes of making the calculations required by Section 5.04(c)(x) , the Ratio Calculation Date shall be the last day of the period for which such calculation is made).
For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that the US Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the US Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.
(b) For purposes of this Section 1.11 , whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the US Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the US Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (1) to the “Summary Historical and Pro Forma Consolidated Financial
 
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Data” under “Offering Circular Summary” in the offering circular for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes, such actions are taken no later than 48 months after the Closing Date and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $80,000,000 for any four consecutive quarter period.
SECTION 1.12. Effect of Restatement.
(a) The effectiveness of this Agreement shall not constitute a novation of any Obligations owing under the Original Credit Agreement. All Loans and Letters of Credit outstanding under the Original Credit Agreement and all accrued and unpaid amounts owing by any Loan Party pursuant to the Original Credit Agreement shall continue to be outstanding and owing hereunder. Any payment or performance of any Obligation under the Original Credit Agreement or any Obligation described in this Agreement during any period prior to the Restatement Effective Date shall constitute payment or performance of such Obligation under this Agreement. Any usage under any “basket” set forth in any covenant or exception in the Original Credit Agreement shall be included in the determination of baskets under this Agreement.
(b) After giving effect to this Agreement and the modifications effectuated thereby, each reference to the Credit Agreement in the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended and restated on the Restatement Effective Date.
ARTICLE II
The Credits
SECTION 2.01. Commitments; Conversions . Subject to the terms and conditions set forth herein or in the Restatement Agreement, as applicable:
(a) (i) Each Extended First-Lien B-1 Term Loan Lender agrees that immediately prior to the B-2 Term Loan Extension on the Restatement Effective Date and prior to the contemplated repayment of the Existing Term Loans pursuant to Section 6(b) of the Restatement Agreement, without further action by any party to this Agreement, a portion of such Lender’s Existing Term Loans equal to such Lender’s Term Loan Extension Amount shall automatically be converted into a new term loan to the Borrowers in dollars and in a like principal amount.
(ii) Each Extended First-Lien B-2 Term Loan Lender agrees that, on the Restatement Effective Date, immediately after the B-1 Term Loan Extension and after giving effect to the repayment of the Existing Term Loans contemplated by Section 6(b) of the Restatement Agreement (as if the same occurred on the Restatement Effective Date), without further action by any party to this Agreement, a portion of such Lender’s Existing Term Loans (after giving effect to such repayment) equal to such Lender’s Term Loan Extension Amount shall automatically be converted into a new term loan to the Borrowers in dollars and in a like principal amount.
 
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(iii) Each Extended Revolving Credit Lender agrees that on the Restatement Effective Date, without further action by any party to this Agreement, a ratable portion of such Lender’s Existing Revolving Credit Commitments equal, in aggregate, to such Lender’s Revolving Credit Extension Amount shall automatically be converted into Extended Revolving Credit Commitments (and related Revolving Credit Exposure) in dollars and in a like principal amount.
(iv) Each Extended/Term-Out Revolving Credit Lender agrees that on the Restatement Effective Date, without further action by any party to this Agreement, a ratable portion of such Lender’s Existing Revolving Credit Commitments equal, in aggregate, to such Lender’s Revolving Credit Term-Out Amount shall automatically be converted into Extended First-Lien Term Loans in dollars and in a like principal amount, and its Existing Revolving Credit Commitment will simultaneously be automatically and permanently reduced by such amount.
(v) Each Extended/Term-Out Revolving Credit Lender agrees that on the Restatement Effective Date, without further action by any party to this Agreement, a ratable portion of such Lender’s Existing Revolving Credit Commitments equal, in aggregate, to such Lender’s Revolving Credit L/C Extension Amount shall automatically be converted into Extended Revolving Credit Commitments (and related Revolving Credit Exposure) in dollars and in a like principal amount.
(b) (i) Each Lender that is not an Extended First-Lien Term Loan Lender agrees that on the Restatement Effective Date, without further action by any party to this Agreement, its Existing Term Loan (after giving effect to the repayment contemplated by the Restatement Agreement (as if the same occurred on the Restatement Effective Date)) and the Indebtedness represented by such Existing Term Loan, will remain outstanding and shall constitute an “ Existing First-Lien Term Loan ” hereunder unless and until such time the same is prepaid, repaid, refinanced, converted, exchanged, or extended in accordance with the terms of this Agreement.
(ii) Each Lender that is not an Extended Revolving Credit Lender or an Extended/Term-Out Revolving Credit Lender agrees that on the Restatement Effective Date, without further action by any party to this Agreement, its Existing Revolving Credit Commitments and the then-existing related Revolving Credit Exposure will remain outstanding, such commitments will constitute “Existing Non-Extended Revolving Credit Commitments” hereunder and any related Revolving Credit Exposure shall be in respect of such Existing Non-Extended Revolving Credit Commitments, in each case, unless and until such time the same is prepaid, repaid, refinanced, converted, exchanged, extended or terminated in accordance with the terms of this Agreement.
(c) Each Revolving Credit Lender with a Revolving Credit Commitment of a particular Class agrees, severally and not jointly, to make Revolving Loans of such Class to the Borrowers, at any time and from time to time on and after the Closing Date, and until the earlier
 
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of the Maturity Date with respect to its Revolving Credit Commitment and the termination of such Lender’s Revolving Credit Commitments of such Class in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or the Revolving Credit Exposure attributable to the Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit. Within the limits set forth in this clause (c)  and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.
(d) Amounts paid or prepaid in respect of Term Loans may not be reborrowed.
(e) No conversion or continuation of (i) outstanding Existing Term Loans into Extended First-Lien Term Loans or Existing First-Lien Term Loans, (ii) outstanding Revolving Credit Exposure into Revolving Credit Exposure relating to the Extended Revolving Credit Commitments or (iii) Existing Revolving Credit Commitments into Extended Revolving Credit Commitments shall, in any case, constitute a voluntary or mandatory payment, prepayment or commitment reduction for purposes of this Agreement.
SECTION 2.02. Loans . (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided , however , that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Lenders in accordance with their Pro Rata Percentages until the Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments; thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments on the applicable Revolving Credit Maturity Date). Except for Loans deemed made pursuant to Section 2.02(f) and subject to Section 2.22 , the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $500,000 and not less than $2,500,000 or (ii) equal to the remaining available balance of the applicable Commitments.
(b) Subject to Sections 2.02(f) , 2.08 and 2.15 , each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as a Borrower may request pursuant to Section 2.03 . Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided , however , that the Borrowers shall not be entitled to request any Borrowing that, if made, would result in more than 20 Eurodollar Borrowings outstanding hereunder at any time.
(c) Except with respect to Loans deemed made pursuant to Section 2.01(a) , 2.02(f) and, if applicable, Section 2.25 , and subject to Sections 2.03 and 2.22 , each Lender shall
 
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make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 1:00 p.m. and the Administrative Agent shall promptly credit the amounts so received to an account designated by the relevant Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c)  above and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the relevant Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the relevant Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the relevant Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.
(e) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such Eurodollar Borrowing.
(f) If the relevant Issuing Bank shall not have received from the relevant Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof (and, in the case of any L/C Disbursement made in an Alternative Currency, calculated using the Dollar Equivalent of such L/C Disbursement, as determined on the date on which such L/C Disbursement was made by the relevant Issuing Bank). Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in dollars to the Administrative Agent not later than 2:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being
 
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understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the relevant Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f) ; any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the relevant Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Issuing Bank at (i) in the case of the relevant Borrower, a rate per annum equal to the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 2.06(a) , and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate (or, in the case of amounts owed in an Alternative Currency, at the respective Issuing Bank’s customary rate for interbank advances denominated in such Alternative Currency), and for each day thereafter, the interest rate applicable to ABR Revolving Loans of the relevant Class.
SECTION 2.03. Borrowing Procedure . In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.01(a) or 2.02(f) or, if applicable, pursuant to Section 2.25 , in each case, as to which this Section 2.03 shall not apply), the relevant Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m. 3 Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 1:00 p.m. 1 Business Day before a proposed Borrowing. Each such telephonic request shall be irrevocable, shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: (i) whether the Borrowing then being requested is to be a Revolving Credit Borrowing or a Term Loan Borrowing, and if applicable, the relevant Class thereof and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided , however , that notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02 . Except as otherwise provided in Section 2.10(b) , if no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Eurodollar Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the relevant Borrower shall be deemed to have selected an Interest Period of 1 month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.
SECTION 2.04. Evidence of Debt; Repayment of Loans . (a) (i) The US Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each
 
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Lender, (x) the principal amount of each Term Loan of such Lender as provided in Section 2.11 , (y) on the relevant Revolving Credit Maturity Date for any Class of Revolving Credit Commitments (and related Revolving Credit Exposure), the then unpaid principal amount of each Revolving Loan of such Class made by such Lender to the US Borrower and (ii) the Subsidiary Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving Credit Lender on the relevant Revolving Credit Maturity Date for any Class of Revolving Credit Commitments (and related Revolving Credit Exposure), the then unpaid principal amount of each Revolving Loan of such Class made by such Lender to the Subsidiary Borrower. Each Borrower hereby promises to pay to the applicable Swingline Lender, on the date upon which the Swingline Commitment of such Swingline Lender terminates, the then unpaid principal amount of each Swingline Loan made to such Borrower by such Swingline Lender.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the relevant Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c) The Administrative Agent shall maintain accounts in which it will record (i) the relevant Borrower, (ii) the amount of each Loan made hereunder, the Series, Class and Type thereof and, if applicable, the Interest Period applicable thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the relevant Borrower to each Lender hereunder and (iv) the amount of any sum received by the Administrative Agent hereunder from the Borrowers or any Guarantor and each Lender’s share thereof.
(d) The entries made in the accounts maintained pursuant to paragraphs (b)  and (c)  above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Loans in accordance with the terms of this Agreement.
(e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, the relevant Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its permitted registered assigns in form and substance reasonably acceptable to the Administrative Agent. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04 ) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.
SECTION 2.05. Fees . (a) The US Borrower agrees to pay, with respect to each Class of Revolving Credit Commitments, to each Revolving Credit Lender of such Class, through the Administrative Agent, on the last day of March, June, September and December of each year, commencing June 30, 2007, and on each date on which the Revolving Credit Commitment of such Class of such Lender shall expire or be terminated as provided herein, a commitment fee (a “ Commitment Fee ”) equal to the Applicable Percentage per annum for such Revolving Credit
 
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Commitment of such Class of such Lender on the daily unused amount of the relevant Revolving Credit Commitment of such Class of such Lender during the preceding quarter (or the date on which the Revolving Credit Commitment of such Class of such Lender shall be terminated); provided any Commitment Fee accrued with respect to the Revolving Credit Commitment of such Class of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the US Borrower so long as such Lender shall be a Defaulting Lender, except to the extent that such Commitment Fee shall otherwise have been due and payable by the US Borrower prior to such time; and provided , further , that no Commitment Fee shall accrue on the Revolving Credit Commitment of such Class of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. For purposes of calculating the Commitment Fee only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.
(b) The US Borrower agrees to pay to the Administrative Agent, for its own account, the administrative fees set forth in the Fee Letter at the times and in the amounts specified therein (the “ Administration Fee ”).
(c) The relevant Borrower agrees to pay, with respect to each Class of Revolving Credit Commitments (i) to each Revolving Credit Lender, through the Administrative Agent, on the last day of March, June, September and December of each year, commencing June 30, 2007, and on the date on which the Revolving Credit Commitment of such Class of such Lender shall be terminated as provided herein, a fee (an “ L/C Participation Fee ”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate undrawn amounts of all outstanding Letters of Credit) during the preceding quarter (or the date on which all Letters of Credit have been canceled or have expired and all of the Revolving Credit Commitments of such Class of shall have been terminated) at a rate per annum equal to the Applicable Percentage for the relevant Revolving Credit Commitment of such Class of such Lender from time to time used to determine the interest rate on Eurodollar Revolving Credit Borrowings for such Lender minus the Issuing Bank Fees referred to in clause (ii)(A) below, and (ii) to the Issuing Bank (A) with respect to each outstanding Letter of Credit a fronting fee that shall accrue at a rate of 0.125% per annum (or such lesser rate as shall be separately agreed upon between the relevant Borrower and the Issuing Bank) on the undrawn amount of such Letter of Credit, payable quarterly in arrears on the last day of March, June, September and December of each year, commencing June 30, 2007, and upon expiration of the applicable Letter of Credit or any earlier termination of all of the Revolving Credit Commitments of such Class and (B) within 30 days after demand therefor the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder (the fees in this clause (ii)  being collectively the “ Issuing Bank Fees ”).
(d) At the time of the effectiveness of any Repricing Transaction that is consummatd prior to the first anniversary of the Restatement Effective Date, the Borrowers agree to pay to the Administrative Agent, for the ratable account of each Extended First-Lien Term Loan Lender (including each Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 2.21 ), a fee in an amount equal to 1.0% of (i) in the case of a Repricing Transaction described in clause (a) of the definition thereof, the aggregate principal amount of all Extended First-Lien Term Loans prepaid (or converted) in connection with such Repricing Transaction and (ii) in the case of a Repricing Transaction described in
 
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clause (b) of the definition thereof, the aggregate principal amount of all Extended First-Lien Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.
(e) All Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days, and shall be paid, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders and the Issuing Bank, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.
SECTION 2.06. Interest on Loans . (a) Subject to the provisions of Section 2.07 , the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time with respect to such Borrowing.
(b) Subject to the provisions of Section 2.07 , the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect or, pursuant to Section 2.10(b) , deemed to be in effect, for such Borrowing plus the Applicable Percentage in effect from time to time for such Borrowing.
(c) (i) Each Existing First-Lien Term Loan shall continue to be entitled to all accrued and unpaid interest with respect to the Existing Term Loan from which such Existing First-Lien Term Loan was continued up to and including the Restatement Effective Date; (ii) each Extended First-Lien Term Loan shall continue to be entitled to all accrued and unpaid interest with respect to the Existing Term Loan from which such Extended First-Lien Term Loan was converted up to but excluding the Restatement Effective Date; and (iii) each Revolving Loan that was outstanding under the Original Credit Agreement on the Restatement Effective Date shall continue to be entitled to all accrued and unpaid interest under the Original Credit Agreement up to but excluding the Restatement Effective Date.
(d) Interest, including interest payable pursuant to Section 2.07 , shall be computed on the basis of the actual number of days elapsed over a year of 360 days (or, when the Alternate Base Rate is determined by reference to the Prime Rate over a year of 365 or 366 days, as applicable) and shall be calculated from and including the date of the relevant Borrowing to, but excluding, the date of repayment thereof. Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan, except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
SECTION 2.07. Default Interest . If the Borrowers shall default in the payment when due of any principal of or interest on any Loan or reimbursement of any L/C Disbursement or payment of any Fee or other amount due hereunder, by acceleration or otherwise, then, until such defaulted amount shall have been paid in full, to the extent permitted by law, such overdue amount shall bear interest (after as well as before judgment), payable on demand, (a) in the case of principal of a Loan, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
 
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2.00% per annum and (b) in all other cases, at a rate per annum equal to the rate that would be applicable to an ABR Revolving Loan that is an Extended Revolving Loan plus 2.00% per annum (without regard to whether Extended Revolving Loans have been repaid in full).
SECTION 2.08. Alternate Rate of Interest . In the event, and on each occasion, that on the day 2 Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have reasonably determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which dollar deposits are being offered in the London interbank market will not adequately and fairly reflect the cost to any participating Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the US Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the US Borrower and the participating Lenders that the circumstances giving rise to such notice no longer exist (which the Administrative Agent agrees to give promptly after such circumstances no longer exist), any request by the Borrowers for a Eurodollar Borrowing shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.
SECTION 2.09. Termination and Reduction of Commitments . (a) (i) The Other First-Lien Term Commitments of any Class or Series shall automatically terminate upon the conversion or refinancing, as the case may be, of all or a portion of the relevant Term Loans as provided in the relevant Refinancing Amendment.
(ii) On the Maturity Date of any Class of Revolving Credit Commitments, such Class of Revolving Credit Commitments will terminate and the Revolving Credit Lenders with Revolving Credit Commitments of such Class will have no further obligation to make Revolving Loans, fund its portion of L/C Disbursements pursuant to Section 2.23(d) or purchase or fund participations in Swingline Loans pursuant to Section 2.22(e) , in each case, solely in respect of such Class of Revolving Credit Commitments; provided that (x) the foregoing will not release any such Revolving Credit Lender from any such obligation to fund Revolving Loans, its portion of L/C Disbursements or participations in Swingline Loans that was required to be performed on or prior to the Maturity Date of such Class of Revolving Credit Commitments and (y) the foregoing will not release any such Revolving Credit Lender from any such obligation to fund its portion of L/C Disbursements or participations in Swingline Loans if on such Maturity Date any Specified Default or event, act or condition which with notice on lapse of time or both would constitute a Specified Default exists until such Specified Default or event, act or condition ceases to exist. Unless clause (y) to the prior proviso to the immediately succeeding sentence is applicable, upon the relevant Revolving Credit Maturity Date of such Class or Series, all outstanding Swingline Loans and L/C Exposure shall be deemed to be outstanding with respect to the remaining Revolving Credit Commitments (so long as after giving effect to such reallocation, the Revolving Credit Exposure of each remaining Revolving Credit Lender does not exceed such Lender’s remaining Revolving Credit Commitment). On and after the Maturity Date of any Class
 
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of Revolving Credit Commitments, the remaining Revolving Lenders (and so long as clause (y) to the proviso to the second immediate sentence is applicable, to the Revolving Lenders in the maturing Class) will be required, in accordance with their Pro Rata Percentages, to fund L/C Disbursements pursuant to Section 2.23(e) arising on or after such date and fund participations in Swingline Loans at the request of the Swingline Lender on and after such date, regardless of whether any Default existed on the Maturity Date of the then-terminating Revolving Credit Commitments; provided that the Revolving Credit Exposure of each remaining Revolving Credit Lender does not exceed such Lender’s Revolving Credit Commitment. In the event that a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default exists on a Maturity Date of a Class of Revolving Credit Commitments, until such Specified Default or event, act or condition ceases to exist, for purposes of determining a Revolving Credit Lenders’ Pro Rata Percentage for purposes of Section 2.23(d) or Section 2.22(e) , such Lender’s Revolving Credit Commitment of the relevant Class shall be deemed to be the Revolving Credit Commitment of such Lender immediately prior to the termination thereof on such Maturity Date.
(iii) The L/C Commitment of any Issuing Bank shall automatically terminate on the earlier to occur of (x) the date set forth in the definition of L/C Commitment for such Issuing Bank and (y) the date 5 days prior to the latest Revolving Credit Maturity Date, unless otherwise agreed by such Issuing Bank and the US Borrower.
(b) Upon at least 3 Business Days’ prior written or fax notice to the Administrative Agent, the US Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments or the Swingline Commitment; provided , however , that (i) each partial reduction of the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (and $1,000,000 in the case of the Swingline Commitment) and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving Credit Exposure then in effect (after giving effect to any repayment or prepayment effected simultaneously therewith). Any notice given by the US Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided that any such notice delivered by the US Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the US Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(c) Each reduction in Revolving Credit Commitments hereunder (other than reductions made pursuant to clause (a)(ii) above, reductions made pursuant to clause (d)  below, terminations made pursuant to Section 2.13(d) or Section 2.21(a)(y) , reductions in accordance with Section 2.13(d) , or the implementation of Other Revolving Credit Commitments pursuant to Section 2.25 ) shall be made ratably among all Classes of Revolving Credit Commitments in accordance with the Revolving Credit Commitments of all Revolving Credit Lenders and within each Class, ratably among the Revolving Credit Lenders of such Class in accordance with their respective applicable Revolving Credit Commitments for such Class; provided that neither the Swingline Commitment nor the Subsidiary Borrower Sublimit shall be reduced unless the Total Revolving Credit Commitment is reduced to an amount less than the Swingline Commitment or Subsidiary Borrower Sublimit, as applicable, then in effect (and then only to the extent of such
 
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deficit). The Borrowers shall pay to the Administrative Agent for the account of the affected Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitment of a given Class, the Commitment Fees on the amount of the Revolving Credit Commitments of such Class so terminated or reduced accrued to but excluding the date of such termination or reduction.
(d) In the event of any payment, repayment or prepayment of the outstanding principal of the Extended First-Lien Term Loans after the Restatement Effective Date (whether voluntary, mandatory, under Section 2.11 or otherwise (but excluding with the proceeds of any Credit Agreement Refinancing Indebtedness which the US Borrower elects to apply in accordance with the first proviso to Section 2.13(d) ), then contemporaneously therewith (but without the requirement for the giving of any prior notice of commitment reduction) the Existing Non-Extended Revolving Credit Commitments shall automatically be reduced by an amount equal to the percentage of the reduction of the aggregate principal amount of the Extended First-Lien Term Loans resulting from such payment, repayment or prepayment. For illustrative purposes only, if an optional prepayment of the Extended First-Lien Term Loans is made in an amount which equates to 2.0% of the outstanding principal amount of such Loans, then the Existing Non-Extended Revolving Credit Commitments will concurrently be reduced by an amount equal to 2.0% of the Existing Non-Extended Revolving Credit Commitments.
SECTION 2.10. Conversion and Continuation of Borrowings . (a) The Borrowers shall have the right at any time upon prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent (i) not later than 1:00 p.m., 1 Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing and (ii) not later than 1:00 p.m., 3 Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, subject in each case to the following:
(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;
(ii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Administrative Agent recording, for the account of such Lender, the Type of such Loan resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the relevant Borrower at the time of conversion; and
(iv) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the relevant Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16 .
 
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Each notice pursuant to this Section 2.10 shall be irrevocable (subject to Sections 2.08 and 2.15 ) and shall refer to this Agreement and specify (w) the identity and amount of the Borrowing that the relevant Borrower requests be converted or continued, (x) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (y) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (z) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the relevant Borrower shall be deemed to have selected an Interest Period of 1 month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing. If the relevant Borrower shall not have given notice in accordance with this Section 2.10 to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued into a Eurodollar Borrowing with an Interest Period of 1 month’s duration. This Section shall not apply to Swingline Loans.
(b) Notwithstanding anything herein to the contrary, all Extended First-Lien Term Loans or Revolving Loans outstanding on the Restatement Effective Date (and any other Loans that are converted to or exchanged for a new Class of Loans hereunder) that were Eurodollar Loans immediately prior to the Restatement Effective Date (or such conversion or exchange, as applicable) will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing Term Loans or Revolving Loans outstanding on the Restatement Effective Date (or the Loans which were so converted or exchanged), as applicable and will bear interest at the Adjusted LIBO Rate applicable to such Interest Periods until the expiration thereof; provided that it is understood that the increased margin applicable to the Extended First-Lien Term Loans or Extended Revolving Loans, as applicable, shall apply on and after the Restatement Effective Date.
SECTION 2.11. Repayment of Term Borrowings . (a) The US Borrower shall repay to the Administrative Agent in dollars for the ratable account of (i) the Existing First-Lien Term Loan Lenders on March 31, June 30, September 30 and December 31 of each year, commencing on June 30, 2010, an aggregate amount, as of such date of determination, equal to the difference between $1,063,381,079.28 minus the amount of Existing First-Lien Term Loans prepaid or converted after the Restatement Effective Date with (or pursuant to) Credit Agreement Refinancing Indebtedness through such date of determination (such difference, the “ Remaining Existing Amortization Amount ”) multiplied by 0.625%; provided that commencing on June 30, 2012 and for each fiscal quarter ended thereafter, such amount shall be reduced to an amount equal to the Remaining Existing Amortization Amount multiplied by 0.25%, (ii) the Extended First-Lien Term Loans Lenders on March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2010, an aggregate amount, as of such date of determination, equal to the difference between $5,699,625,699.72 minus the amount of Extended
 
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First-Lien Term Loans prepaid or converted with (or pursuant to) Credit Agreement Refinancing Indebtedness through such date of determination (such difference, the “ Remaining Extended Amortization Amount ”) multiplied by 0.625%; provided that commencing on June 30, 2012 and for each fiscal quarter ended thereafter, such amount shall be reduced to an amount equal to the Remaining Extended Amortization Amount multiplied by 0.25% and (iii) each Other First-Lien Term Loan Lender, the amortization amounts and on the dates set forth in the relevant Incremental Amendment or Refinancing Amendment, as applicable; provided further that any payment under this Section 2.11(a) shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.12(b) and 2.13(e) . For the avoidance of doubt, the Administrative Agent, the Lenders and the Borrowers agree that the proceeds of the Credit Agreement Refinancing Indebtedness incurred on the Restatement Effective Date will be applied such that the payments due under this Section 2.11 after the Restatement Effective Date with respect to the Existing First-Lien Term Loans and the Extended First-Lien Term Loans shall be as set forth on Schedule 2.11 (as such payments may be further reduced from time to time after the Restatement Effective Date as provided above).
(b) To the extent not previously paid, (i) all Existing First-Lien Term Loans shall be due and payable on the Term Loan Maturity Date for the Existing First-Lien Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment, (ii) all Extended First-Lien Term Loans shall be due and payable on the Term Loan Maturity Date for the Extended First-Lien Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment and (iii) each other Class of Term Loans shall be due and payable on the Term Loan Maturity Date for such Class of Term Loans, together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.
(c) All repayments pursuant to this Section 2.11 shall be subject to Section 2.16 , but shall otherwise be without premium or penalty.
SECTION 2.12. Optional Prepayment . (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least 3 Business Days’ prior written or fax notice by the US Borrower (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice by the US Borrower (or telephone notice promptly confirmed by written or fax notice) at least 1 Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 1:00 p.m.; provided , however , that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(b) Optional prepayments of Term Loans shall be applied ratably among each Class of Term Loans then outstanding and against the remaining scheduled installments of principal due in respect of such Class of Term Loans under Section 2.11 in the manner specified by the US Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity; provided that (i) at any time the Borrower may, at its option, direct that any voluntary prepayment of Loans pursuant to this Section 2.12 be applied (in which case it shall be applied) (A) first, to then outstanding Existing First-Lien Term Loans and (B) second, after the repayment in full of all then outstanding Existing First-Lien Term Loans, to then outstanding Extended First-Lien Term Loans and any newly created Class of Term Loans with the earliest
 
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Maturity Date (ratably among such Classes with an identical Maturity Date) and (ii) it is understood and agreed that this clause (b) may be modified as expressly provided in Section 2.25 in connection with a Refinancing Amendment; provided that it is understood and agreed that such modification may not alter the treatment of the Existing First-Lien Term Loans or the Extended First-Lien Term Loans as set forth in the foregoing proviso.
(c) Optional prepayments of Revolving Loans shall be applied ratably among each Class of Revolving Loans then outstanding, except any prepayment with a corresponding reduction of Revolving Credit Commitments under Section 2.09 , in which case the Borrowers shall prepay the Revolving Loans associated with the Revolving Credit Commitment reduction as set forth in Section 2.09(c) .
(d) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the relevant Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of any Commitments as contemplated by Section 2.09 , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09 . All prepayments under this Section 2.12 shall be subject to Sections 2.09(d) and 2.16 but otherwise without premium or penalty. All Eurodollar Loan prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.
SECTION 2.13. Mandatory Prepayments . (a) (i) Each Borrower shall, on the date of termination of any Revolving Credit Commitments of a given Class, repay or prepay all of its outstanding Revolving Credit Borrowings of such Series or Class.
(ii) If for any reason, at any time during the ten (10) Business Day period immediately preceding the Maturity Date for any Class of Revolving Credit Commitments, (x) the Allocable Revolving Share of the Revolving Credit Exposure attributable to L/C Exposure of Revolving Credit Lenders of such Class and Swingline Exposure of such Class exceeds (y) the amount of the remaining Total Revolving Credit Commitments minus the remaining Revolving Credit Lenders’ Allocable Revolving Share of the Aggregate Revolving Credit Exposure at such time, then the US Borrower shall promptly prepay or cause to be promptly prepaid Revolving Loans and Swingline Loans and/or cash collateralize the L/C Exposure in an aggregate amount necessary to eliminate such excess; provided that the US Borrower shall not be required to cash collateralize the L/C Exposure pursuant to this sentence unless after the prepayment in full of the Revolving Loans and Swingline Loans such excess has not been eliminated. For purposes of this Section 2.13(a)(ii) , “ Allocable Revolving Share ” shall mean, at any time with respect to the Total Revolving Credit Commitments or the Revolving Credit Lenders of any Class, the percentage of the Revolving Credit Commitments represented at such time by the Total Revolving Credit Commitments of such Class.
(iii) Except as set forth in clause (iv)  below, if, after giving effect to any partial reduction of the Revolving Credit Commitments, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the US Borrower
 
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shall (and to the extent the Subsidiary Borrower Sublimit would exceed the Total Revolving Credit Commitment, then the Subsidiary Borrower shall), on the date of such reduction, repay or prepay Revolving Credit Borrowings pro rata among the then existing Classes of Revolving Credit Commitments unless such a repayment is made on the Maturity Date of a given Class, in which case such repayments shall be applied first to Revolving Credit Commitments of such maturing Class or Swingline Loans (or a combination thereof) and, after the Revolving Credit Borrowings and Swingline Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit in an amount sufficient to eliminate such excess.
(iv) If, after giving effect to any partial reduction of the Non-Extended Revolving Credit Commitments pursuant to Section 2.09(c) , the Aggregate Revolving Credit Exposure in respect of such Non-Extended Revolving Credit Commitments would exceed such Non-Extended Revolving Credit Commitments, then the US Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Exposure in respect of the Non-Extended Revolving Credit Commitments, first to Revolving Loans or Swingline Loans (or a combination thereof) and, after such Revolving Loans and Swingline Loans shall have been repaid or prepaid in full, to replace or cause to be canceled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the relevant Issuing Bank with respect to) Letters of Credit allocable to the Non-Extended Revolving Credit Commitments in an amount sufficient to eliminate such excess.
(b) Not later than the tenth Business Day following the receipt by the US Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Property Loss Event, the US Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the US Borrower or any of its Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.13(e) ; provided , however , that the foregoing percentage shall be reduced to (i) 50% if the Adjusted Consolidated Leverage Ratio is less than or equal to 8.00 to 1.00 but greater than 6.00 to 1.00 and (ii) 0% if the Adjusted Consolidated Leverage Ratio is less than or equal to 6.00 to 1.00, in each case, determined by reference to the most recently delivered Pricing Certificate at the time of receipt of such Net Cash Proceeds; and provided , further , that, except as provided in the next sentence, if (x) prior to the date any such prepayment is required to be made, the US Borrower notifies the Administrative Agent of its intent to (A) reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the US Borrower and its Restricted Subsidiaries or (B) repay any Other Pari Passu Lien Obligations (other than the Loans) of the US Borrower and its Restricted Subsidiaries (and, in the case of any revolving loans, to the extent accompanied by a permanent reduction of the related commitment), which repayment shall, except in the case of any prepayment or redemption of the Existing Senior Notes or the Senior Secured Notes (but not any Refinancing Indebtedness thereof), be made on a ratable basis among such Other Pari Passu Lien Obligations and the Term Loans and (y) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default under clause (a) , (b) , (g)  or (h)  of Section 7.01 (each, a “ Specified Default ”) shall have occurred and shall be continuing at the time of proposed reinvestment (unless, in the case of such Specified Default, such reinvestment is made pursuant to a binding commitment entered into at a time when no
 
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Specified Default was continuing), then the US Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested or such Indebtedness is repaid (together with any ratable repayment of Term Loans required by clause (B) above) within 2 years after the date of receipt of such Net Cash Proceeds (or, in the case of a reinvestment pursuant to clause (A) above, within such 2-year period, the US Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after such binding commitment is so entered into); provided , however , that (I) if any Net Cash Proceeds are not reinvested or applied as a repayment on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within 5 Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso), (II) if, as a result of any Prepayment Asset Sale or Property Loss Event, the US Borrower would be required to make an “offer to purchase” the New Senior Notes pursuant to the terms of the New Senior Notes Documentation or any other Material Indebtedness (other than Other Pari Passu Lien Obligations), in any such case prior to the expiry of the foregoing reinvestment or repayment periods, the US Borrower shall apply the relevant percentage of such Net Cash Proceeds as required above by this paragraph (b)  to prepay Term Loans in accordance with Section 2.13(e) on the day immediately preceding the date of such required “offer to purchase” (without regard to the immediately preceding proviso) and (III) if, as a result of any Prepayment Asset Sale or Property Loss Event, the US Borrower would be required to make an “offer to purchase” any Other Pari Passu Lien Obligations (other than the Existing Senior Notes or the Senior Secured Notes (other than any Refinancing Indebtedness in respect thereof)) pursuant to the terms of the documentation governing such Indebtedness prior to the expiry of the foregoing reinvestment or repayment periods, the US Borrower shall apply an amount that would otherwise be required to prepay the Term Loans on a ratable basis with such Other Pari Passu Lien Obligations in accordance with Section 2.13(e) on the day immediately preceding the date of the consummation of any such “offer to purchase”.
(c) No later than the tenth Business Day following the delivery of the Section 5.04 Financials (commencing with the fiscal year ended December 31, 2007), the US Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess, if any, of (i) the applicable ECF Percentage of Excess Cash Flow for the fiscal year then ended over (ii) the sum of the aggregate principal amount of Term Loans and Revolving Loans (to the extent accompanied by a permanent reduction of the Revolving Credit Commitments) prepaid pursuant to Section 2.12 during such fiscal year or on or prior to the date such payment is required to be made (without duplication), in each case to the extent such prepayments are not funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness).
(d) In the event that the US Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness (i) (other than any cash proceeds from the issuance or incurrence of Indebtedness permitted pursuant to Section 6.01 ), the US Borrower shall no later than the tenth Business Day next following the receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(e) , and (ii) the US Borrower incurs or issues any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without
 
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resulting in any Net Cash Proceeds), the Borrower shall prepay an aggregate principal amount of Term Loans and/or if the US Borrower so elects, Revolving Loans (with a corresponding reduction in Revolving Credit Commitments) in an amount equal to 100% of the Net Cash Proceeds of such Credit Agreement Refinancing Indebtedness within 3 Business Days after such Credit Agreement Refinancing Indebtedness is incurred or issued; provided , that each prepayment of Loans required by this clause (ii)  shall be applied (A)  first , to the Existing First-Lien Term Loans or, if the Borrower elects to apply such proceeds to the Revolving Loans as set forth above, then pro rata to the Existing First-Lien Term Loans and the Existing Non-Extended Revolving Loans (and/or reduction in the Existing Non-Extended Revolving Credit Commitments), (B)  next , to the Class or Classes of Loans and/or Revolving Credit Commitments, as applicable, as directed by the US Borrower, with the earliest Maturity Date (ratably among such Classes, if multiple Classes exist with the same Maturity Date), until all such Loans and/or Revolving Credit Commitments, as applicable, of such Class or Classes have been repaid or terminated in full and (C) thereafter, to the successive Class or Classes of Loans and/or Revolving Credit Commitments, as applicable, with the then next earliest Maturity Date (ratably among such Classes, if multiple Classes exist with the same Maturity Date), and so on, until 100% of the Net Cash Proceeds from such Credit Agreement Refinancing Indebtedness has been applied to the Loans and/or to reduce Revolving Credit Commitments as required by this clause (ii) ; provided however , that the Net Cash Proceeds from any Credit Agreement Refinancing Indebtedness incurred or issued by the US Borrower on the Restatement Effective Date shall be applied to the outstanding Existing Term Loans (as determined immediately after giving effect to the Term B-1 Extension but prior to the Term B-2 Extension).
(e) All prepayments of Term Loans required by this Section 2.13 shall be applied (x) ratably to each Class of Term Loans then outstanding (other than as required or permitted pursuant to clause (d)(ii) above) and (y) against the remaining scheduled installments of principal due in respect of each Class or Series of Term Loans in the direct order of maturity, including as set forth in Schedule 2.11 . Repayments of Loans and reductions of Revolving Credit Commitments required to be made by clause (d)(ii) shall be applied to the Class or Classes of Loans required by such clause. Each of the foregoing application provisions may be modified as expressly provided in Section 2.25 in connection with a Refinancing Amendment.
SECTION 2.14. Reserve Requirements; Change in Circumstances . (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or any Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or such Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Issuing Bank to be material, then the relevant Borrower will pay to such Lender or such Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
 
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(b) If any Lender or any Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or such Issuing Bank to be material, then the relevant Borrower shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.
(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as applicable, as specified in paragraph (a)  or (b)  above shall be delivered to the US Borrower, shall describe the applicable Change in Law, the resulting costs incurred or reduction suffered (including a calculation thereof), certifying that such Lender is generally charging such amounts to similarly situated borrowers and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender or such Issuing Bank, as applicable, the amount shown as due on any such certificate delivered by it within 30 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the relevant Borrower shall not be under any obligation to compensate any Lender or any Issuing Bank under paragraph (a)  or (b)  above with respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request; provided further , that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 180-day period, The protection of this Section shall be available to each Lender and the respective Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed; provided that if, after the payment of any amounts by the Borrowers under this Section, any Change in Law in respect of which a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender or Issuing Bank, then such Lender or Issuing Bank shall, within 30 days after such determination, repay any amounts paid to it by the Borrowers hereunder in respect of such Change in Law.
(e) Notwithstanding anything in this Section 2.14 to the contrary, this Section 2.14 shall not apply to any Change in Law with respect to Taxes, which shall be governed exclusively by Section 2.20 .
 
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SECTION 2.15. Change in Legality . (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the US Borrower and to the Administrative Agent:
(i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods) and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans, whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and
(ii) such Lender may require that all outstanding Eurodollar Loans made by such Lender shall be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b)  below.
In the event any Lender shall exercise its rights under clause (i)  or (ii)  above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.
(b) For purposes of this Section 2.15 , a notice to the US Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the US Borrower. Such Lender shall withdraw such notice promptly following any date on which it becomes lawful for such Lender to make and maintain Eurodollar Loans or give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan.
SECTION 2.16. Indemnity . The Borrowers shall jointly and severally indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10 ) not being made after notice of such Loan shall have been given by the relevant Borrower hereunder (any of the events referred to in this clause (a)  being called a “ Breakage Event ”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the
 
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excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period (exclusive of any loss of anticipated profits). A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the US Borrower and shall be conclusive absent manifest error.
SECTION 2.17. Pro Rata Treatment . Except as provided below in this Section 2.17 with respect to Swingline Loans and as required under Section 2.14 , 2.15 , 2.16 , 2.20 or 2.21 , each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fee and the L/C Participation Fee, each reduction of the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders entitled thereto in accordance with their respective applicable Class of Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective applicable outstanding Classes of Loans). For purposes of determining the available Revolving Credit Commitments of the Lenders at any time (but subject to the last sentence of Section 2.05(a) ), each outstanding Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Revolving Credit Commitments. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.
SECTION 2.18. Sharing of Setoffs . Subject to the terms of the Intercreditor Agreement, each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against either Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided , however , that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest
 
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and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrowers expressly consent to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrowers in the amount of such participation.
SECTION 2.19. Payments . The Borrowers shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document not later than 2:00 p.m. on the date when due in immediately available dollars (which, in the case of any reimbursement of an L/C Disbursement made in an Alternative Currency, shall be the Dollar Equivalent of the Alternative Currency in which the respective Letter of Credit is denominated), without setoff (except as otherwise provided herein), defense or counterclaim. Each such payment (other than (i) Issuing Bank Fees, which shall be paid directly to the relevant Issuing Bank, (ii) principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender, except as otherwise provided in Section 2.22(e) and (iii) amounts payable under Sections 2.14 , 2.16 , 2.20 or 2.21 , which shall be paid directly to the Person entitled thereto) shall be made to the Administrative Agent at its offices at Harborside Financial Center, 100 Plaza One, Mail Stop JCY03-0895, Jersey City, New Jersey 07311-3988; Attn: Ms. Helaine Griffin-Williams; Tel: (201) 593 2171; Fax: (732) 544 5891; Email: helaine.griffin-williams@db.com . All payments hereunder and under the other Loan Documents shall be made in dollars. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.
SECTION 2.20. Taxes . (a) Any and all payments by or on account of any obligation of the either Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided , that if any Indemnified Taxes or Other Taxes are required to be withheld or deducted from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) such Borrower or such Loan Party shall make such deductions or withholdings and (iii) such Borrower or such Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.
(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) The Borrowers shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any
 
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obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, in each case, whether or not such Indemnified Taxes (but not Other Taxes) were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if, after the payment of any amounts by the Borrowers under this Section, any such Indemnified Taxes in respect of which a payment was made are thereafter determined to have been incorrectly or illegally imposed, then the relevant recipient of such payment shall, within 30 days after such determination, repay any amounts paid to it by the Borrowers hereunder in respect of such Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the US Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on behalf of itself, a Lender or an Issuing Bank, shall be conclusive absent manifest error.
(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers or any other Loan Party to a Governmental Authority, the US Borrower shall deliver to the Administrative Agent the original or a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Each Foreign Lender shall (a) furnish to the Borrowers (with a copy to the Administrative Agent) on or before the date it becomes a party to the Agreement either (i) 2 accurate and complete originally executed copies of U.S. Internal Revenue Service (“ IRS ”) Form W-8BEN (or successor form), (ii) 2 accurate and complete originally executed copies of IRS Form W-8ECI (or successor form) or (iii) 2 accurate and complete originally executed copies of IRS Form W-8IMY (or successor form) together with any required attachments, certifying, in any case, to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all payments hereunder and (b) provide to the Borrowers (with a copy to the Administrative Agent) a new Form W-8BEN (or successor form), Form W-8ECI (or successor form) or Form W-8IMY (or successor form) together with any required attachments upon (i) the expiration or obsolescence of any previously delivered form to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any payment hereunder, (ii) the occurrence of any event requiring a change in the most recent form previously delivered by it and (iii) from time to time if requested by the Borrowers or the Administrative Agent; provided that any Foreign Lender that is relying on the so-called “portfolio interest exemption” shall also furnish a “Non-Bank Certificate” in the form of Exhibit E together with a Form W-8BEN. Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver.
(f) Any Lender or Issuing Bank that is a United States Person, as defined in Section 7701(a)(30) of the Code, shall (unless such Lender or Issuing Bank may be treated as an exempt recipient based on the indicators described in Treasury Regulation Section 1.6049-4(c)(1)(ii)(A)(1)) deliver to the Borrowers (with a copy to the Administrative Agent), at the times specified in Section 2.20(e) , 2 accurate and complete original signed copies of IRS Form W-9, or any successor form that such Person is entitled to provide at such time, in order to qualify for an exemption from United States back-up withholding requirements.
 
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(g) In the event that a Borrower is resident in or conducts business in Puerto Rico, each Lender or Issuing Bank that is not a resident of Puerto Rico for Puerto Rican Tax purposes shall file any certificate or document reasonably requested by such Borrower and, when prescribed by applicable law and reasonably requested by such Borrower, update or renew any such certificate or document, pursuant to any applicable law or regulation, if such filing (i) would eliminate or reduce the amount of withholding Taxes imposed by Puerto Rico with respect to any payment hereunder and (ii) would not, in the sole discretion of such Lender, result in a legal, economic or regulatory disadvantage to such Lender.
(h) If the Administrative Agent, a Lender or an Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to the relevant Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that (i) the relevant Borrower, upon the request of the Administrative Agent, such Lender or such Issuing Bank, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing Bank in the event the Administrative Agent, such Lender or such Issuing Bank is required to repay such refund to such Governmental Authority and (ii) nothing herein contained shall interfere with the right of a Lender or Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Administrative Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.
SECTION 2.21. Assignment of Commitments under Certain Circumstances; Duty to Mitigate . (a) In the event (i) any Lender or any Issuing Bank requests compensation pursuant to Section 2.14 , (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 , (iii) any Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.20 , (iv) any Lender shall become a Defaulting Lender or (v) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the US Borrower that requires the consent of all affected Lenders in accordance with the terms of Section 9.08 or all the Lenders with respect to a certain Class of Loans and such amendment, waiver or other modification is consented to by the Required Lenders (any such Lender, a “ Non-Consenting Lender ”), the US Borrower may, at its sole cost and expense, upon notice to such Lender or such Issuing Bank, as the case may be, and the Administrative Agent, either:
(x) replace such Lender or Issuing Bank, as the case may be, by causing such Lender or Issuing Bank to (and such Lender or Issuing Bank shall be obligated to) assign 100% of its relevant Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid
 
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interest and fees pursuant to Section 9.04 (with the assignment fee to be waived in such instance) all of its relevant rights and obligations under this Agreement to one or more Persons (which Persons shall otherwise be subject to the approval rights set forth in Section 9.04(b) ); provided that (A) the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree, (B) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.20 , such assignment will result in a reduction in such compensation or payments; or
(y) terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (1) in the case of a Lender (other than an Issuing Bank), repay all Obligations of each Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an Issuing Bank, repay all Obligations of each Borrower owing to such Issuing Bank relating to the Loans and participations held by the Issuing Bank as of such termination date other than any Obligations pertaining to any Subject Letters of Credit.
Notwithstanding anything to the contrary contained above in this Section 2.21 , unless an Issuing Bank is removed and replaced with a successor Issuing Bank at the time the US Borrower exercises its rights under this Section 2.21 (in which case the provisions of Section 2.23(i) shall apply), any Issuing Bank having undrawn Letters of Credit issued by it (the “ Subject Letters of Credit ”) whose Commitments and Obligations are to be repaid or terminated pursuant to the foregoing provisions of this Section 2.21 shall (x) remain a party hereto until the expiration or termination of the Subject Letters of Credit, (y) not issue (or be required to issue) any further Letters of Credit hereunder and (z) continue to have all rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents solely with respect to the Subject Letters of Credit until all of the Subject Letters of Credit have expired, been terminated or become subject to an L/C Backstop (including all rights of reimbursement pursuant to Sections 2.23(d), (e), (f)  and (h)  for any L/C Disbursement made by such Issuing Bank and all voting rights of an Issuing Bank (but such voting rights shall be limited to pertain solely to L/C Disbursements in respect of the Subject Letters of Credit, any Fee payable to the Issuing Bank in respect of the Subject Letters of Credit, and the rights or duties of the Issuing Bank in respect of the Subject Letters of Credit), but excluding any consent rights as an Issuing Bank under Section 9.04(b) ).
Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in respect of the circumstances contemplated by this Section 2.21 .
(b) If (i) any Lender or any Issuing Bank requests compensation under Section 2.14 , (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.15 or (iii) any Borrower is required to pay any additional amount to any Lender or any Issuing Bank or any
 
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Governmental Authority on account of any Lender or any Issuing Bank, pursuant to Section 2.20 , then such Lender or such Issuing Bank shall use reasonable efforts (which shall not require such Lender or such Issuing Bank to take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be material) (x) to file any certificate or document reasonably requested by the US Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20 , as the case may be, in the future.
SECTION 2.22. Swingline Loans . (a) Subject to the terms and conditions herein set forth, the Swingline Lender agrees to make loans to the Borrowers at any time and from time to time on or after the Closing Date and until the termination of its Swingline Commitment, in an aggregate principal amount at any time outstanding that will not result in (i) the principal amount of all Swingline Loans exceeding $50,000,000 in the aggregate, (ii) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment or (iii) the Revolving Credit Exposure attributable to the Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit; provided that notwithstanding the foregoing, the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the US Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans. Each Swingline Loan shall be in a principal amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the foregoing limits, the Borrowers may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein.
(b) The relevant Borrower shall notify the Swingline Lender by fax, or by telephone (promptly confirmed by fax), not later than 1:00 p.m. on the day of a proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to such requesting Borrower by means of a credit to an account designated by the relevant Borrower promptly on the date such Swingline Loan is so requested.
(c) Each Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 1:00 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01 ; provided that any such notice delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d) Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07 , shall bear interest as provided in Section 2.06(a) .
 
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(e) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan. In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis , to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the relevant Borrower (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent and be distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the relevant Borrower (or other party liable for obligations of the Borrowers) of any default in the payment thereof.
SECTION 2.23. Letters of Credit . (a) Each Borrower may request the issuance of a Letter of Credit on a sight basis for its own account or for the account of any of its subsidiaries, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time on or after the Closing Date and prior to the earlier to occur of (i) the termination of its L/C Commitment and (ii) the date that is 5 Business Days prior to the latest Revolving Credit Maturity Date. This Section shall not be construed to impose an obligation upon any Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement or if any Letter of Credit requested to be issued (or amended, as applicable) would have a stated expiry date after the next Revolving Credit Maturity Date and the aggregate face amount of all Letters of Credit having stated expiry dates after the next Revolving Credit Maturity Date would exceed the amount of the Revolving Credit Commitments that have maturities after such Revolving Credit Maturity Date, unless, with the consent of the relevant Issuing Bank, the Borrowers provide cash collateral in an amount equal to not less than 100% of such overage. Letters of Credit may be denominated in dollars or in one or more Alternative Currencies.
 
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(b) In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the relevant Borrower shall deliver a notice (a “ Letter of Credit Application ”) to the relevant Issuing Bank and the Administrative Agent (reasonably, and in any event, unless waived by the relevant Issuing Bank, no later than 2 Business Days in advance of the requested date of issuance, amendment, renewal or extension) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended and specifying (i) the date of issuance, amendment, renewal or extension, (ii) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c)  below), (iii) the amount of such Letter of Credit, if applicable pursuant to Section 1.10 , (iv) the currency in which such Letter of Credit is requested to be denominated, (v) the name and address of the beneficiary thereof and (vi) such other information as the relevant Issuing Bank may request with respect to such Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the relevant Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed $100,000,000, (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment and (iii) the Revolving Credit Exposure attributable to the Subsidiary Borrower shall not exceed the Subsidiary Borrower Sublimit. Promptly after receipt of any Letter of Credit Application, the relevant Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the relevant Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the relevant Borrower or enter into the applicable amendment, as the case may be. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant Issuing Bank will also deliver to the relevant Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) Each Letter of Credit shall expire at the close of business on the earlier of the date 1 year after the date of the issuance of such Letter of Credit and the date that is 5 Business Days prior to the latest Revolving Credit Maturity Date, unless such Letter of Credit expires by its terms on an earlier date (such date, a “ Letter of Credit Expiration Date ”); provided , however , that a Letter of Credit may, upon the request of the relevant Borrower, include a provision whereby such Letter of Credit (an “ Auto-Renewal Letter of Credit ”) shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is 5 Business Days prior to the latest Revolving Credit Maturity Date) unless the relevant Issuing Bank notifies the beneficiary thereof at least 30 days (or such longer period as may be specified in such Letter of Credit) prior to the then-applicable Letter of Credit Expiration Date that such Letter of Credit will not be renewed. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant Issuing Bank shall not permit any such renewal if (i) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.23(l) or otherwise) or (ii) it has received notice (which may be by telephone or in writing) 5 Business Days prior to the day that is 30 days (or such longer period as
 
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may be specified in such Letter of Credit) prior to the then-applicable Letter of Credit Expiration Date from the Administrative Agent, any Revolving Credit Lender or the relevant Borrower that one or more of the applicable conditions specified in Section 4.01 is not then satisfied.
(d) By the issuance of a Letter of Credit and without any further action on the part of an Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the relevant Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(f) . Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Upon any change in the Revolving Credit Commitments or Pro Rata Percentages of the Revolving Credit Lenders pursuant to Section 2.21 or 9.04(b) , it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed L/C Disbursements relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.23(d) to reflect the new Pro Rata Percentages of each Revolving Credit Lender.
(e) If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the relevant Borrower shall pay to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on the immediately following Business Day. In the case of a Letter of Credit denominated in an Alternative Currency, the relevant Borrower shall reimburse the relevant Issuing Bank in the Dollar Equivalent of such Alternative Currency on the date of such L/C Disbursement. The Issuing Bank shall notify the relevant Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.
(f) (i) Each Borrower’s obligations to reimburse L/C Disbursements as provided in paragraph (e)  above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of the existence of any claim, setoff, defense or other right that the Borrowers or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other Person, including any defense based on the failure of any draft or other document presented under a Letter of Credit to comply with the terms of such Letter of Credit; provided that the Borrowers shall not be obligated to reimburse the Issuing Bank for any wrongful payment made by the Issuing Bank as a result of the Issuing Bank’s gross negligence, bad faith, willful misconduct or breach of its obligations in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.
(ii) Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any draft, demand, certificate or other document expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any -Related Party of such Issuing Bank nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for (x) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable, (y) any action taken or omitted in the absence of gross negligence or willful misconduct or (z) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude either Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.
 
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(g) The relevant Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The relevant Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the relevant Borrower of such demand for payment and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the relevant Borrower of its obligations to reimburse such Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.
(h) If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, then, unless the relevant Borrower shall reimburse such L/C Disbursement in full on the same day that such L/C Disbursement is made, the unpaid amount thereof shall bear interest for the account of an Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment by the relevant Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f) , at the rate per annum that would apply to such amount if such amount were an ABR Revolving Loan.
(i) An Issuing Bank may be removed at any time by the Borrowers by notice from the US Borrower to such Issuing Bank, the Administrative Agent and the Lenders. Upon the acceptance of any appointment as an Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank (which Lender shall be reasonably acceptable to the Administrative Agent), such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank. At the time such removal shall become effective, the Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.05(c)(ii) . The acceptance of any appointment as an Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the US Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such
 
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successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or removal of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such removal, but shall not be required to issue additional Letters of Credit.
(j) If the maturity of any of the Loans under the First-Lien Facilities has been accelerated and the Borrowers shall have received notice from the Administrative Agent or the Required Revolving Lenders, the Borrowers shall deposit in an account with the First-Lien Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C Exposure as of such date. Such deposit shall be held by the First-Lien Collateral Agent as collateral for the payment and performance of the First-Lien Obligations. The First-Lien Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Cash Equivalents, which investments shall be made at the option and sole discretion of the First-Lien Collateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrowers for the L/C Exposure at such time and (iii) subject to the consent of the Required Revolving Lenders, be applied to satisfy the First-Lien Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the acceleration of the Loans under the First-Lien Facilities, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within 3 Business Days to the extent any such acceleration has been rescinded.
(k) The US Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such First-Lien Lender, designate one or more additional First-Lien Lenders to act as an issuing bank under the terms of this Agreement. Any First-Lien Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such First-Lien Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such First-Lien Lender.
(l) An Issuing Bank shall be under no obligation to issue any Letter of Credit if:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular;
(ii) the issuance of such Letter of Credit would violate any applicable laws binding upon such Issuing Bank; and
(iii) any Revolving Credit Lender is a Defaulting Lender at such time, unless such Issuing Bank has entered into arrangements reasonably satisfactory to it and the US Borrower to eliminate such Issuing Bank’s risk with respect to the participation in Letters of Credit by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the L/C Exposure.
(m) Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict or inconsistency between the terms hereof and the terms of any Letter of Credit Applications, reimbursement agreements or similar agreements, the terms hereof shall control.
 
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SECTION 2.24. Incremental Credit Extensions . (a) The US Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent, specifying which Class or Classes of Loans are affected (whereupon the Administrative Agent shall promptly deliver a copy to each of the First-Lien Lenders), request (i) one or more additional Series of term loans under this Section 2.24 (the “ Incremental Term Loans ”) or (ii) one or more increases in the amount of the Revolving Credit Commitments under this Section 2.24 (each such increase, a “ Revolving Commitment Increase ” and, together with any Incremental Term Loans, a “ Credit Increase ”); provided that (x) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and (y) after giving effect to such Credit Increase and the use of the proceeds thereof, the Consolidated First-Lien Leverage Ratio shall be less than or equal to the Consolidated First-Lien Leverage Ratio on the Closing Date. Each Credit Increase shall be in an aggregate principal amount that is not less than $100,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Credit Increases shall not exceed $750,000,000. Each Incremental Term Loan (1) shall rank pari passu or junior in right of payment and of security with the Revolving Loans and the then-existing Term Loans, (2) shall not mature earlier than the Latest Maturity Date then in effect, (3) shall have an average life to maturity not shorter than the remaining weighted average life to maturity of any Class of the then-existing First-Lien Term Loans and (4) shall be treated in the same manner as the Term Loans for purposes of Section 2.13(e) . Each notice from the US Borrower pursuant to this Section 2.24 shall set forth the requested amount and proposed terms of the relevant Credit Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing First-Lien Lender or by any Additional Lender.
(b) Commitments in respect of Credit Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each First-Lien Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the US Borrower, to effect the provisions of this Section 2.24 . The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “ Incremental
 
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Facility Closing Date ”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Credit Event” or similar language in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment). The US Borrower may use the proceeds of Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Credit Increases unless it so agrees in its sole discretion. Upon each increase in the Revolving Credit Commitments of a given Class pursuant to this Section, (i) each Revolving Credit Lender of the affected Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase for such Class (each a “ Revolving Commitment Increase Lender ”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans, in each case of such Class, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swingline Loans held by each Revolving Credit Lender of the affected Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders of the affected Class represented by such Revolving Credit Lender’s Revolving Credit Commitment and (ii) if, on the date of such increase, there are any Revolving Loans of the affected Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 .
(c) This Section 2.24 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.
SECTION 2.25. Refinancing Amendments. At any time after the Restatement Effective Date, any Borrower may obtain, from any First-Lien Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a)  will be deemed to include any then outstanding Other First-Lien Term Loans) and/or (b) all or any portion of the Revolving Loans (or unused Revolving Credit Commitments) under this Agreement (which for purposes of this clause (b)  will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Credit Commitments), in the form of (x) Other First-Lien Term Loans or Other First-Lien Term Commitments or (y) Other Revolving Loans or Other Revolving Credit Commitments, respectively, in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in right of payment and of security with, or at the option of the US Borrower, may be subordinated in right of payment and/or security (or be unsecured) to the other Loans and Commitments hereunder, (ii) have such pricing and call protection terms as may be agreed by the US Borrower and the Lenders thereof, (iii) the Effective Yield with respect to each Class of Other First-Lien Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Loans of other Class or Classes of Loans and Commitments, in each case, to the extent provided in the applicable Refinancing
 
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Amendment; provided that if at the time of the effectiveness of any Refinancing Amendment with respect to a new Class or Classes of Other First-Lien Term Loans prior to the 18 month anniversary of the Restatement Effective Date any Extended First-Lien Term Loans remain outstanding, then to the extent the Effective Yield in respect of such Class of Other First-Lien Term Loans shall at any time (over the life of such Other First-Lien Term Loans) exceed by more than 0.25% the Effective Yield on the Extended First-Lien Term Loans, the Applicable Percentage applicable to such Extended First-Lien Term Loans shall be increased to the extent necessary so that at all times thereafter the Extended First-Lien Term Loans do not receive less than the Effective Yield with respect to such new Other First-Lien Term Loans, less 0.25% per annum, (iv) except as provided in Section 2.13(d)(ii) or as may be agreed to by the Lenders and Additional Lenders providing such Credit Agreement Refinancing Indebtedness in the respective Refinancing Amendment (but solely as it relates to such Person’s providing such Credit Agreement Refinancing Indebtedness waiving their pro rata share of any applicable prepayment or repayment), each Class of Other First-Lien Term Loans shall be prepaid and repaid on a pro rata basis with all voluntary prepayments and mandatory prepayments (but not amortization payments) of the other Classes of Term Loans and (v) otherwise be treated hereunder no more favorably with respect to covenants and events of default, than the Refinanced Debt, except that the terms and conditions applicable to such Credit Agreement Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the US Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Credit Event” or similar language in such Section 4.01 shall be deemed to refer to the effective date of such Refinancing Amendment and such other conditions as may be agreed by the Borrowers and the Lenders providing such Credit Agreement Refinancing Indebtedness and set forth in a Refinancing Amendment) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinions reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the First-Lien Collateral Agent (including mortgage amendments) in order to ensure that the Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. Any Other First-Lien Term Loans and/or Other Revolving Commitments (any corresponding Revolving Credit Exposure) converted from or exchanged for any then-existing Term Loans or then-existing Revolving Credit Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Other First-Lien Term Loan or Other Revolving Commitment, as applicable. Each Class or Series of Credit Agreement Refinancing Indebtedness incurred under this Section 2.25 shall be in an aggregate principal amount that is not less than $50,000,000. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swingline Loans, pursuant to any Other Revolving Credit Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans under the then-extant Revolving Credit Commitments (it
 
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being understood that such Letters of Credit or Swingline Loans may have different pricing and maturity dates, but shall otherwise be treated as though they are a part of a single letter of credit or swingline facility, as applicable, with the then-extant Revolving Credit Commitments) or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment (each, a “ Refinancing Effective Date ”). Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other First-Lien Term Loans, Other Revolving Loans, Other Revolving Credit Commitments and/or Other First-Lien Term Commitments) and (ii) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of Section 9.08(c) . On any Refinancing Effective Date on which Other Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) the Revolving Loans of any existing Revolving Credit Lender who is providing a new Other Revolving Credit Commitment on such date and whose existing Revolving Credit Commitment is being reduced on such date pursuant to Section 2.09 in connection therewith shall be converted into Revolving Loans under such Lender’s new Other Revolving Credit Commitment being provided on such date in the same ratio as (x) the amount of such Lender’s new Other Revolving Credit Commitment bears to (y) the aggregate amount of such Lender’s existing Revolving Credit Commitment prior to any reduction of such Lender’s Revolving Credit Commitment pursuant to Section 2.09 in connection therewith and (b) each of the Revolving Credit Lenders with Other Revolving Credit Commitments of the applicable Class shall purchase from each of the other Lenders with Other Revolving Credit Commitments of such Class, at the principal amount thereof, such interests in the Other Revolving Loans under such Class of Other Revolving Credit Commitments so converted or outstanding on such Refinancing Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Other Revolving Loans of such Series will be held by Revolving Credit Lenders with such Series of Other Revolving Credit Commitments ratably in accordance with their respective Other Revolving Credit Commitments of such Series. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the US Borrower, to effect the provisions of this Section 2.25 and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment, and this Section 2.25 shall supersede any provisions in Section 2.18 or 9.08 to the contrary.
SECTION 2.26. Concerning Joint and Several Liability of the Borrowers. (a) Each of the Borrowers is accepting joint and several liability with respect to the Revolving Credit Exposure of the Revolving Credit Lenders in consideration of the financial accommodation to be provided by the Revolving Credit Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them, regardless of which Borrower actually receives the benefit of such Revolving Credit Exposure or the amount of such Revolving Credit Exposure or the manner in which the Revolving Credit Lenders account for such Revolving Credit Exposure on their books and
 
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records. Each Borrower’s obligations with respect to Revolving Credit Exposure made to it, and each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder, with respect to Revolving Credit Exposure of the other Borrower hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Borrower.
(b) Each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Revolving Credit Exposure in respect of the other Borrower hereunder shall, to the fullest extent permitted by law, be unconditional irrespective of (i) the validity or enforceability or subordination of such Obligations of the other Borrower, (ii) the absence of any attempt to collect such Obligations from the other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or the Revolving Credit Lenders with respect to such Obligations of the other Borrower, or any part thereof, or any other agreement now or hereafter executed by the other Borrower and delivered to the First-Lien Collateral Agent or the Revolving Credit Lenders, (iv) the failure by the Administrative Agent or the Revolving Credit Lenders to take any steps to perfect and maintain their security interest in, or to preserve its rights to, any security or collateral for such Obligations of the other Borrower or (v) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of the other Borrower (other than the occurrence of the Termination Date). With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to the Revolving Credit Exposure of the other Borrower hereunder, such Borrower waives, until the Termination Date, any right to enforce any right of subrogation or any remedy which the Administrative Agent or any Revolving Credit Lender now has or may hereafter have against such Borrower, any endorser or any guarantor of all or any part of such Obligations, and any benefit of, and any right to participate in, any security or collateral given to the Administrative Agent or any Revolving Credit Lender to secure payment of such Obligations or any other liability of the Borrowers to the Administrative Agent or the Revolving Credit Lenders.
(c) Upon the occurrence and during the continuation of any Event of Default, the Revolving Credit Lenders may proceed directly and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations constituting Revolving Credit Exposure, without first proceeding against the other Borrower or any other Person, or against any security or collateral for such Obligations. Each Borrower consents and agrees that the Revolving Credit Lenders shall be under no obligation to marshal any assets in favor of any Borrower or against or in payment of any or all of such Obligations.
(d) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or any Hedging Obligation, the obligations of the Subsidiary Borrower hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit.
 
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ARTICLE III
Representations and Warranties
Each Borrower represents and warrants (it being understood that, for purposes of the representations and warranties made in the Loan Documents on the Closing Date, such representations and warranties shall be construed as though the Transactions have been consummated) to the Administrative Agent, the First-Lien Collateral Agent, each Issuing Bank and each of the Lenders that:
SECTION 3.01. Organization; Powers . The US Borrower and each of its Restricted Subsidiaries (a) is duly organized or formed, validly existing and in good standing (where relevant) under the laws of the jurisdiction of its organization, except where the failure to exist (other than in the case of each Borrower) or be in good standing could not reasonably be expected to result in a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to have such power and authority could not reasonably be expected to result in a Material Adverse Effect, (c) is qualified to do business in, and is in good standing (where relevant) in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the requisite power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is a party.
SECTION 3.02. Authorization . The execution, delivery and performance of the Loan Documents (a) have been duly authorized by all requisite corporate or other organizational and, if required, stockholder or member action and (b) will not (i) violate (A) any provision of (x) any applicable law, statute, rule or regulation, or (y) of the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (B) any applicable order of any Governmental Authority, (C) any provision of the Notes Documentation or (D) any provision of any other indenture, agreement or other instrument to which the US Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (x) the Notes Documentation or (y) any other such indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the US Borrower or any Restricted Subsidiary (other than Liens created or permitted hereunder or under the Security Documents and the Pari Passu Lien); except with respect to clauses (b)(i) through (b)(iii) above (other than clauses (b)(i)(A)(y) , (b)(i)(C) and (b)(ii)(x)) , to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.03. Enforceability . This Agreement and each other Loan Document (when delivered) have been duly executed and delivered by each Loan Party party thereto. This Agreement and each other Loan Document delivered on the Closing Date constitutes, and each other Loan Document when executed and delivered by each Loan Party party thereto will
 
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constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.
SECTION 3.04. Governmental Approvals . Except to the extent the failure to obtain or make the same could not reasonably be expected to result in a Material Adverse Effect, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is necessary or will be required in connection with the Loan Documents, except for (a) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the First-Lien Collateral Agent, (b) such as have been made or obtained and are in full force and effect and (c) the filing of certain of the Loan Documents with the FCC pursuant to the requirements of the Communications Act.
SECTION 3.05. Financial Statements . (a) The US Borrower’s consolidated balance sheets and related statements of income, stockholder’s equity and cash flows as of and for the fiscal years ended December 31, 2005 and December 31, 2006, audited by and accompanied by the report of Ernst & Young present fairly in all material respects the financial condition and results of operations and cash flows of the US Borrower and its consolidated subsidiaries as of such dates and for such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise noted therein.
(b) The US Borrower has heretofore delivered to the Administrative Agent its unaudited pro forma consolidated balance sheet and related pro forma statements of income and cash flows as of the fiscal quarter ended December 31, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the four-fiscal quarter period ending on such date. Such pro forma financial statements have been prepared in good faith by the US Borrower, based on the assumptions believed by the US Borrower on the date of delivery thereof to be reasonable, are based in all material respects on the information reasonably available to the US Borrower as of the date of delivery thereof, reflect in all material respects the adjustments required to be made to give effect to the Transactions, it being understood that actual adjustments may vary from the pro forma adjustments and actual results may vary from such projected results and, in each case, such variations may be material.
SECTION 3.06. No Material Adverse Change . Since the Closing Date, no event, change or condition has occurred that (individually or in the aggregate) has had, or could reasonably be expected to have, a Material Adverse Effect.
SECTION 3.07. Title to Properties . Each of the US Borrower and its Restricted Subsidiaries has good and indefeasible title in fee simple to, or valid leasehold interests in, all its material properties and assets other than (i) minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and (ii) except where the failure to have such title or other property interests described above could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and all such material properties and assets are free and clear of Liens, other than Liens permitted by Section 6.02 .
 
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SECTION 3.08. Subsidiaries . Schedule 3.08 sets forth as of the Closing Date a list of all subsidiaries, the jurisdiction of their formation or organization, as the case may be, and the percentage ownership interest of such subsidiary’s parent company therein, and such Schedule shall denote which subsidiaries as of the Closing Date are not Subsidiary Guarantors.
SECTION 3.09. Litigation; Compliance with Laws . (a) Except for the case entitled Televisa, S.A. de C.V. v. Univision Communications, Inc. , Case No. Cv-05-344 ABC MANx, first filed in the United States District Court for the Central District of California on June 16, 2005 (and any other lawsuit(s) alleging substantially the same substance as the foregoing), there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrowers, threatened in writing against the US Borrower or any Restricted Subsidiary or any business, property or rights of any such Person that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(b) None of the US Borrower or any of its Restricted Subsidiaries or any of their respective material properties is in violation of any applicable law, rule or regulation, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.
SECTION 3.10. Federal Reserve Regulations . (a) None of the US Borrower or any of its Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.
(b) No part of the proceeds of any Loan or any Letter of Credit will be used (i) to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or (ii) for a purpose in violation of Regulation U or X issued by the Board.
SECTION 3.11. Investment Company Act . None of the US Borrower or any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
SECTION 3.12. Taxes . Each of the US Borrower and its Restricted Subsidiaries has, except where the failure to so file or pay could not be reasonably expected to have a Material Adverse Effect, filed or caused to be filed all Federal, state and other Tax returns required to have been filed by it and has paid, caused to be paid, or made provisions for the payment of all Taxes due and payable by it and all material assessments received by it, except such Taxes and assessments that are not overdue by more than 30 days or the amount or validity of which are being contested in good faith by appropriate proceedings and for which the US Borrower or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP.
 
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SECTION 3.13. No Material Misstatements . As of the Closing Date, to the knowledge of the Borrowers, the Confidential Information Memorandum and other written information, reports, financial statements, exhibits and schedules furnished by or on behalf of the Borrowers to the Administrative Agent or the Lenders (other than projections and other forward looking information and information of a general economic or industry specific nature) on or prior to the Closing Date in connection with the transactions contemplated hereby (taken as a whole) did not and, as of the Closing Date, does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The projections contained in the Confidential Information Memorandum were prepared in good faith on the basis of reasonable assumptions in light of the conditions existing at the time of delivery of such projections, and represented, at the time of delivery thereof, a reasonable good faith estimate of future financial performance by the Borrowers (it being understood that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that actual results may vary from projected results and such variances may be material and that the Borrowers make no representation as to the attainability of such projections or as to whether such projections will be achieved or will materialize).
SECTION 3.14. Employee Benefit Plans . No ERISA Event has occurred or could reasonably be expected to occur, that could reasonably be expected to result in a Material Adverse Effect. Each Pension Plan and/or Foreign Plan is in compliance with the applicable provisions of ERISA, the Code and/or applicable law, except for such non-compliance that could not reasonably be expected to have a Material Adverse Effect. No Pension Event has occurred or could reasonably be expected to occur, which could reasonably be expected to result in a Material Adverse Effect.
SECTION 3.15. Environmental Matters . Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) the US Borrower and each of its subsidiaries are in compliance with all applicable Environmental Laws, and have obtained, and are in compliance with, all permits required of them under applicable Environmental Laws, (ii) there are no claims, proceedings, investigations or actions by any Governmental Authority or other Person pending, or to the knowledge of the Borrowers, threatened against the US Borrower or any of its subsidiaries under any Environmental Law, (iii) neither the US Borrower nor any of its subsidiaries has agreed to assume or accept responsibility, by contract, for any liability of any other Person under Environmental Laws and (iv) there are no facts, circumstances or conditions relating to the past or present business or operations of the US Borrower, any of its subsidiaries, or any of their respective predecessors (including the disposal of any wastes, hazardous substances or other materials), or to any past or present assets of the US Borrower or any of its subsidiaries, that could reasonably be expected to result in the US Borrower or any subsidiary incurring any claim or liability under any Environmental Law.
SECTION 3.16. Security Documents . All filings and other actions necessary to perfect the Liens on the Collateral created under, and in the manner contemplated by, the Security Documents have been duly made or taken or otherwise provided for in a manner reasonably acceptable to the First-Lien Collateral Agent to the extent required by the terms of such Security Documents and the Security Documents create in favor of the First-Lien Collateral Agent, for the
 
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benefit of the relevant Secured Parties, as applicable, a valid, and together with such filings and other actions, perfected Lien in the Collateral, securing the payment of the relevant Obligations, in each case, having the priority contemplated by and subject to the terms of the Intercreditor Agreement, and subject to Liens permitted by Section 6.02 .
Notwithstanding anything herein (including this Section 3.16 ) or in any other Loan Document to the contrary, neither the US Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agents or any Lender with respect thereto, under foreign law.
SECTION 3.17. Location of Real Property and Leased Premises . (a)  Schedule 3.17(a) lists completely and correctly (in all material respects) as of the Closing Date all real property owned by the US Borrower and its Restricted Subsidiaries and the addresses thereof, to the extent reasonably available. Except as otherwise provided in Schedule 3.17(a) , the US Borrower and its Restricted Subsidiaries own in fee all the real property set forth on such schedule, except to the extent the failure to have such title could not reasonably be expected to result in a Material Adverse Effect.
(b) Schedule 3.17(b) lists completely and correctly (in all material respects) as of the Closing Date all real property leased by the US Borrower and its Restricted Subsidiaries and the addresses thereof. Except as otherwise provided on Schedule 3.17(b) , the US Borrower and its Restricted Subsidiaries have valid leasehold interests in all the real property set forth on such schedule, except to the extent the failure to have such valid leasehold interest could not reasonably be expected to have a Material Adverse Effect.
SECTION 3.18. Labor Matters . Except in the aggregate to the extent the same has not had and could not be reasonably expected to have a Material Adverse Effect, (a) there are no strikes, lockouts, slowdowns or other labor disputes against the US Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrowers, threatened in writing, and (b) the hours worked by and payments made to employees of the US Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters.
SECTION 3.19. Solvency . On the Closing Date after giving effect to the Transactions, the Loan Parties, taken as a whole, are Solvent.
SECTION 3.20. Intellectual Property . The US Borrower and each of its Restricted Subsidiaries own, license or possess the right to use all intellectual property, free from burdensome restrictions, that are necessary for the operation of their respective businesses as currently conducted and as proposed to be conducted, except where the failure to obtain any such rights or the imposition of such restrictions could not reasonably be expected to have a Material Adverse Effect.
SECTION 3.21. Subordination of Junior Financing . The Obligations constitute “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.
 
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SECTION 3.22. Special Representations Relating to FCC Licenses, Etc. (a) The FCC Licenses constitute all of the material licenses, permits and other authorizations issued by the FCC to the US Borrower or its Restricted Subsidiaries that are necessary or required for the US Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted. Schedule 3.22 hereto lists each material FCC License held by the US Borrower or any Restricted Subsidiary as of the Closing Date (including all pending applications for renewals thereof). With respect to each FCC License listed on Schedule 3.22 hereto, the description includes the call sign, channel or frequency, community of license, file number, the date of grant of the most recent license renewal and the license expiration date.
(b) All material FCC Licenses held by the US Borrower and its Restricted Subsidiaries are in full force and effect in accordance with their terms. Except as set forth on Schedule 3.22 , as of the Closing Date, (i) neither the US Borrower nor any Restricted Subsidiary has received any notice of apparent liability, notice of violation, order to show cause or other writing from the FCC that could reasonably be expected to result in a Material Adverse Effect, (ii) there is no proceeding pending or, to the knowledge of the US Borrower, threatened by or before the FCC relating to the US Borrower or any Restricted Subsidiary or any Station that could reasonably be expected to result in a Material Adverse Effect, (iii) to the knowledge of the US Borrower, no complaint or investigation is pending or threatened by or before the FCC (other than rulemaking proceedings of general applicability to the broadcasting industry) that could reasonably be expected to result in a Material Adverse Effect. The US Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
(c) Except as set forth in Schedule 3.22 , as of the Closing Date all FCC Licenses are held by one or more Broadcast License Subsidiaries.
SECTION 3.23. Use of Proceeds . The proceeds of the Initial Term Loan, the Second Lien Loan and the Delayed Draw Term Loans (as each such term is defined in the Original Credit Agreement) were used in accordance with Section 5.08 of the Original Credit Agreement.
ARTICLE IV
Conditions of Lending
The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions:
SECTION 4.01. All Credit Events . On the date of the making of each Loan, including the making of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “ Credit Event ”; it being understood that the conversion into or continuation of a Eurodollar Loan does not constitute a Credit Event):
(a) The Administrative Agent shall have received a notice of such Loan as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.02 ) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the
 
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relevant Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b) .
(b) The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided , however , that solely for purposes of representations and warranties made on the Closing Date, such representations and warranties shall be limited in all respects to the representations and warranties in Sections 3.01 , 3.02 , 3.03 , 3.10 , 3.11 and 3.21 and the Other Closing Date Representations.
(c) At the time of and immediately after such Credit Event, no Default or Event of Default shall have occurred and be continuing.
(d) After giving effect to any such requested Credit Extension occurring during the five (5) Business Day period immediately preceding the Maturity Date for any Revolving Credit Commitments, the US Borrower would not be required by Section 2.13(a)(ii) to prepay or cause to be prepaid Revolving Loans or Swingline Loans or to cash collateralize L/C Exposure.
Each Credit Event shall be deemed to constitute a representation and warranty by the Borrowers to the relevant Lenders and/or Issuing Banks on the date of such Credit Event as to the matters specified in paragraphs (b) , (c)  and (d)  of this Section 4.01 .
SECTION 4.02. First Credit Event . On the Closing Date:
(a) This Agreement shall have been duly executed and delivered by the Borrowers.
(b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, an opinion of (i) Weil, Gotshal & Manges LLP, special counsel for the Loan Parties and (ii) Covington & Burling LLP, special regulatory counsel for the Loan Parties, in each case, dated the Closing Date and addressed to each Issuing Bank, the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Specified Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Specified Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of the Secretary or Assistant Secretary of each Specified Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Specified Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent body) of such Specified Loan Party authorizing the execution, delivery and performance of the Specified Loan Documents to which such Person is a party and,
 
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in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (except in connection with the Merger) the certificate or articles of incorporation or organization of such Specified Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i)  above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Specified Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii)  above.
(d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of Merger Sub, certifying (i) compliance with the conditions precedent set forth in paragraphs (b)  and (c)  of Section 4.01 and (ii) that the assets of the Specified Loan Parties constitute at least 90% of the total assets of the US Borrower and its Restricted Subsidiaries on a consolidated basis and the net revenues of the Specified Loan Party’s accounts for at least 90% of the net revenues of the US Borrower and its Restricted Subsidiaries on a consolidated basis.
(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced at least 3 Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Merger Sub hereunder or under any other Loan Document.
(f) The Security Documents (other than any mortgages) shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect. Subject to the terms of the Intercreditor Agreement, all actions necessary to establish that the First-Lien Collateral Agent will have a perfected first priority Lien on the Collateral and the Second-Lien Collateral Agent (as defined in the Original Credit Agreement) will have a perfected second priority Lien on the Collateral (subject, in each case, to Liens permitted by Section 6.02 ) shall have been taken; provided that with respect to any Collateral the Lien in which may not be perfected by filing of a UCC financing statement, if the perfection of the Collateral Agents’(as defined in the Original Credit Agreement) security interest in such Collateral may not be accomplished prior to the Closing Date without undue delay, burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial Credit Event so long as the US Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within the time frames set forth on Schedule 5.13 .
(g) The Administrative Agent shall have received the results of (i) searches of the Uniform Commercial Code filings (or equivalent filings) and (ii) bankruptcy, judgment and tax lien searches, made with respect to the Specified Loan Parties in the states (or other jurisdictions) of formation of such Person, together with (in the case of clause (i)) copies of the financing statements (or similar documents) disclosed by such search.
(h) From December 31, 2005, except as otherwise contemplated or permitted by the Merger Agreement, there shall not have been a Material Adverse Effect.
 
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(i) The Administrative Agent shall have received a certificate as to coverage under the insurance policies required by Section 5.02 .
(j) The Administrative Agent shall have received a certified copy of the Merger Agreement, duly executed by the parties thereto (together with all exhibits and schedules thereto). The Merger shall be consummated concurrently with the initial funding of Loans on the Closing Date in accordance with and on the terms described in the Merger Agreement, and no provision of the Merger Agreement shall have been amended or waived in any respect materially adverse to the interests of the Lenders without the prior written consent of the Arrangers, not to be unreasonably withheld.
(k) Substantially simultaneously with the initial funding of Loans on the Closing Date (i) the Equity Investment shall have been made and (ii) Merger Sub shall have received gross cash proceeds of not less than $1,500,000,000 from the issuance of the New Senior Notes.
(l) All amounts due or outstanding in respect of the Existing Debt (other than Existing Letters of Credit) shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, all commitments (if any) respect thereof terminated and all guarantees (if any) thereof discharged and released. After giving effect to the Transactions, substantially all of the Indebtedness of the Borrowers and their subsidiaries shall have been repaid other than (i) Indebtedness under the Loan Documents, (ii) the Notes, (iii) Indebtedness permitted under the Merger Agreement, (iv) immaterial Capitalized Lease Obligations and (v) other Indebtedness permitted by Section 6.01 .
(m) The Administrative Agent shall have received a solvency opinion from American Appraisal Associates certifying that the US Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent as of the Closing Date.
(n) The Lenders shall have received from the Loan Parties, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(o) Each Loan Party and each other Restricted Subsidiary which is an obligee or obligor with respect to any intercompany Indebtedness shall have duly authorized, executed and delivered the Intercompany Subordination Agreement, and the Intercompany Subordination Agreement shall be in full force and effect.
ARTICLE V
Affirmative Covenants
Each Borrower covenants and agrees with each Lender that until the Termination Date such Borrower will, and will cause each of the Restricted Subsidiaries to:
SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties . (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence under the laws of its jurisdiction of organization, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) as otherwise expressly permitted under Section 6.04 or Section 6.05 .
 
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(b) Other than as could not reasonably be expected to have a Material Adverse Effect, (i) do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the material rights, licenses (including FCC Licenses), permits, franchises, authorizations, patents, copyrights, trademarks and trade names necessary or desirable to the conduct of its business, (ii) comply in all material respects with applicable laws, rules, regulations and decrees and orders of any Governmental Authority (including Environmental Laws and ERISA), whether now in effect or hereafter enacted and (iii) maintain and preserve all property necessary or desirable to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needed repairs, renewals, additions, improvements and replacements thereto necessary or desirable to the conduct of its business.
(c) Operate all of the Stations in material compliance with the Communications Act and the FCC’s rules, regulations and published policies promulgated thereunder and with the terms of the FCC Licenses, (ii) timely file all required reports and notices with the FCC and pay all amounts due in timely fashion on account of fees and charges to the FCC and (iii) timely file and prosecute all applications for renewal or for extension of time with respect to all of the FCC Licenses, except in the case of each of the foregoing clauses, where a failure to do so could not reasonably be expected to have a Material Adverse Effect.
SECTION 5.02. Insurance . (a) Keep its material insurable properties adequately insured in all material respects at all times by financially sound and reputable insurers to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations.
(b) Subject to the Intercreditor Agreement, cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and, to the extent available on commercially reasonable terms, cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium unless not less than 10 days’ prior written notice thereof is given by the insurer to the Administrative Agent and the First-Lien Collateral Agent (giving the Administrative Agent and the First-Lien Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason unless not less than 30 days’ prior written notice thereof is given by the insurer to the Administrative Agent and the First-Lien Collateral Agent.
SECTION 5.03. Taxes . Pay and discharge when due all Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become overdue by more than 30 days; provided , however , that such payment and discharge shall not be required with respect to any such Tax (i) so long as the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in accordance with GAAP have been established or (ii) with respect to which the failure to pay or discharge could not reasonably be expected to have a Material Adverse Effect.
 
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SECTION 5.04. Financial Statements, Reports, etc . Furnish to the Administrative Agent (who will distribute to each Lender):
(a) within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2007), its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the US Borrower and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Persons during such year, together with comparative figures for the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP, all audited by Ernst & Young or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the US Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP;
(b) within 45 days after the end of each of the first 3 fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the US Borrower and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Persons during such fiscal quarter and the then elapsed portion of the fiscal year, and for each fiscal quarter occurring after the first anniversary of the Closing Date, comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of the US Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of Section 5.04 Financials, a certificate of a Financial Officer of the US Borrower (i) certifying that to such Financial Officer’s knowledge, no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, reasonably specifying the nature thereof and (ii) setting forth (x) to the extent applicable, computations in reasonable detail demonstrating compliance with Section 6.10 , (y) in the case of a certificate delivered with the financial statements required by paragraph (a)  above (commencing with the fiscal year ended December 31, 2007), setting forth the US Borrower’s calculation of Excess Cash Flow;
(d) within 90 days after the commencement of each fiscal year of the US Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the material assumptions used for purposes of preparing such budget;
(e) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.04(a) and 5.04(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements (but only to the extent such Unrestricted Subsidiaries would not be considered “minor” under Rule 3-10 of Regulation S-X under the Securities Act);
 
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(f) simultaneously with the delivery of each set of financial statements referred to in Sections 5.04(a) and (b)  above, management’s discussion and analysis of the important operational and financial developments of the US Borrower and its Restricted Subsidiaries during the respect fiscal year or fiscal quarter, as the case may be;
(g) after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;
(h) promptly, from time to time, such other information regarding the operations, business, legal or corporate affairs and financial condition of the US Borrower or any Restricted Subsidiary, compliance with the terms of any Loan Document or (i) payments made with respect to, (2) amounts outstanding in respect of and/or (3) an executed copy, if applicable of, any Parent Note and/or Parent Capital, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request;
(i) concurrently with the delivery of the certificate delivered pursuant to paragraph (c)  above, the US Borrower shall deliver to the First-Lien Collateral Agent a certificate executed by a Responsible Officer of the US Borrower attaching updated versions of the Schedules (other than Schedule IV) to the First-Lien Guarantee and Collateral Agreement or in the alternative, setting forth any and all changes to (or confirming that there has been no change in) the information set forth in or contemplated by such Schedules since the date of the most recent certificate delivered pursuant to this paragraph (i) ; and
(j) Within the time frame set forth in Section 7.02 , on each occasion permitted therein, a Notice of Intent to Cure if a Cure Right will be exercised thereunder.
Information required to be delivered pursuant to this Section 5.04 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on a SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange commission at http://www.sec.gov or on the website of the US Borrower. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.
SECTION 5.05. Notices . Promptly upon any Responsible Officer of the US Borrower or any Restricted Subsidiary becoming aware thereof, furnish to the Administrative Agent notice of the following:
(a) the occurrence of any Event of Default or Default; and
(b) the occurrence of any event that has had, or could reasonably be expected to have, a Material Adverse Effect.
 
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SECTION 5.06. Information Regarding Collateral . Furnish to the Administrative Agent notice of any change on or prior to the later to occur of (a) 30 days following the occurrence of such change and (b) the earlier of the date of the required delivery of the Pricing Certificate following such change and the date which is 45 days after the end of the most recently ended fiscal quarter following such change (i) in any Loan Party’s legal name, (ii) in the jurisdiction of organization or formation of any Loan Party or (iii) in any Loan Party’s identity or corporate structure.
SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings . Keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made. Permit any representatives designated by the Administrative Agent (or any Lender if accompanying the Administrative Agent) to visit and inspect during normal business hours the financial records and the properties of the US Borrower or the Restricted Subsidiaries upon reasonable advance notice, and to make extracts from and copies of such financial records, and permit any such representatives to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided that the Administrative Agent shall give the US Borrower an opportunity to participate in any discussions with its accountants; provided , further , that in the absence of the existence of an Event of Default, the Administrative Agent shall not exercise its rights under this Section 5.07 more often than two times during any fiscal year and only one such time shall be at the US Borrower’s expense; provided , further , that when an Event of Default exists, the Administrative Agent (or any Lender if accompanying the Administrative Agent) and their respective designees may do any of the foregoing at the expense of the US Borrower at any time during normal business hours and upon reasonable advance notice.
SECTION 5.08. Use of Proceeds . The proceeds of the Revolving Loans and Swingline Loans, shall be used for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. The Letters of Credit shall be used solely to support obligations of the US Borrower and its subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement and (b) the proceeds of any Other First-Lien Term Loans will not be used for any purpose other than the repayment of principal and accrued and unpaid interest and premium on Loans outstanding on the date of incurrence of such Other First-Lien Term Loans and payment of and fees and expenses incurred, in connection with such Other First-Lien Term Loans.
SECTION 5.09. Further Assurances . (a) Subject to the terms of the Intercreditor Agreement and except as otherwise provided in clauses (b) , (c) , (d) , (e)  or (f)  below, from time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, financing statements, agreements or documents, and take all reasonable actions (including filing UCC and other financing statements but subject to the limitations set forth in the Security Documents), as the Administrative Agent or the First-Lien Collateral Agent may reasonably request, for the purposes of perfecting the rights of the Administrative Agent, the First-Lien Collateral Agent and the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by the US Borrower or any other Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto.
 
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(b) Subject to the terms of the Intercreditor Agreement, with respect to any assets acquired by any Loan Party after the Closing Date of the type constituting Collateral under the First-Lien Guarantee and Collateral Agreement and as to which the First-Lien Collateral Agent, for the benefit of the Secured Parties, does not have a perfected security interest, on or prior to the later to occur of (i) 30 days following such acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the date of such acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter, (x) execute and deliver to the Administrative Agent and the First-Lien Collateral Agent such amendments to the First-Lien Guarantee and Collateral Agreement or such other Security Documents as the Administrative Agent deems necessary to grant to the First-Lien Collateral Agent, for the benefit of the Secured Parties, a security interest in such assets and (y) take all commercially reasonable actions necessary to grant to, or continue on behalf of, the First-Lien Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in such assets (subject only to Liens permitted under Section 6.02 ), including the filing of UCC financing statements in such jurisdictions as may be required by the First-Lien Guarantee and Collateral Agreement or as may be reasonably requested by the Administrative Agent or the First-Lien Collateral Agent.
(c) Subject to the terms of the Intercreditor Agreement, with respect to any wholly owned Restricted Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, or a Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded non-U.S. entity) created or acquired after the Closing Date, on or prior to the later to occur of (i) 30 days following the date of such creation or acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter, (x) execute and deliver to the Administrative Agent and the First-Lien Collateral Agent such amendments to the First-Lien Guarantee and Collateral Agreement as the Administrative Agent deems necessary to grant to the First-Lien Collateral Agent, for the benefit of the Secured Parties, a valid, perfected security interest in the Equity Interests in such new subsidiary that are owned by any of the Loan Parties to the extent the same constitute Collateral under the terms of the First-Lien Guarantee and Collateral Agreement, (y) deliver to the First-Lien Collateral Agent the certificates representing any of such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor and (z) cause such Restricted Subsidiary (A) to become a party to the First-Lien Guarantee and Collateral Agreement, the Intercreditor Agreement, the Intercompany Subordination Agreement and, to the extent applicable, each First-Lien Intellectual Property Security Agreement and (B) to take such actions necessary to grant to the First-Lien Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in any assets required to be Collateral pursuant to the First-Lien Guarantee and Collateral Agreement and each First-Lien Intellectual Property Security Agreement with respect to such Restricted Subsidiary, including, if applicable, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required by the First-Lien Guarantee and Collateral Agreement any applicable Intellectual Property Security Agreement or as may be reasonably requested by the Administrative Agent or the First-Lien Collateral Agent.
(d) Subject to the terms of the Intercreditor Agreement, with respect to any Equity Interests in any Foreign Subsidiary that are acquired after the Closing Date by any Loan Party
 
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(including as a result of formation of a new Foreign Subsidiary), on or prior to the later to occur of (i) 30 days following the date of such acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the date of such acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter, (x) execute and deliver to the Administrative Agent and the First-Lien Collateral Agent such amendments to the First-Lien Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary in order to grant to the First-Lien Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (subject only to Liens permitted under Section 6.02 ) in the Equity Interests in such Foreign Subsidiary that are owned by the Loan Parties to the extent the same constitutes Collateral under the terms of the First-Lien Guarantee and Collateral Agreement ( provided that in no event shall more than 65% of the total outstanding voting Equity Interests in any Foreign Subsidiary be required to be so pledged) and (y) deliver to the First-Lien Collateral Agent any certificates representing any such Equity Interests that constitute certificated securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the pledgor, as the case may be, and take such other action as may be necessary to perfect the security interest of the First-Lien Collateral Agent thereon.
(e) If, at any time and from time to time after the Closing Date, any wholly-owned Domestic Subsidiary that is not a disregarded entity for U.S. federal income tax purposes owned by a non-disregarded non-U.S. entity ceases to constitute an Immaterial Subsidiary in accordance with the definition of “Immaterial Subsidiary”, then the US Borrower shall cause such subsidiary to become an additional Loan Party and take all the actions contemplated by Section 5.09(c) as if such subsidiary were a newly-formed wholly-owned Domestic Subsidiary of the US Borrower.
(f) With respect to any fee interest in any real property located in the United States with a book value in excess of $15,000,000 (as reasonably estimated by the Borrower) acquired after the Closing Date by any Loan Party, within 90 days following the date of such acquisition (or such later date as the First-Lien Collateral Agent may agree to in its sole discretion in any given case) (i) execute and deliver First-Lien Mortgages in favor of the First-Lien Collateral Agent, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents and (ii) comply with the requirements of Section 5.13 with respect to any First-Lien Mortgages to be provided after the Closing Date pursuant to such Section.
Notwithstanding anything to the contrary in this Section 5.09 or any other Security Document (1) the First-Lien Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Administrative Agent, (2) the Capital Stock of any Captive Insurance Subsidiary and (3) Liens required to be granted pursuant to this Section 5.09 shall be subject to exceptions and limitations consistent with those set forth in the Security Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction).
SECTION 5.10. Interest Rate Protection . No later than 150 days after the Closing Date, the US Borrower shall incur, and for a minimum of 2 years after the Closing Date maintain, Hedging Obligations such that, after giving effect thereto, at least 50% of the aggregate principal amount of its consolidated funded long-term Indebtedness outstanding on the Closing Date (excluding Revolving Loans) is effectively subject to a fixed or maximum interest rate.
 
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SECTION 5.11. Designation of Subsidiaries .
(a) The US Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the US Borrower or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the subsidiary to be so designated); provided that
(i) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the US Borrower;
(ii) such designation complies with the covenants described in Section 6.03(c) ;
(iii) no Default or Event of Default shall have occurred and be continuing;
(iv) either:
(A) the US Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 6.01 ; or
(B) each of the Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio for the US Borrower and its Restricted Subsidiaries would be less than or equal to such ratio immediately prior to such designation,
in each case on a pro forma basis taking into account such designation; and
(v) each of:
(A) the subsidiary to be so designated; and
(B) its subsidiaries
has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the US Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Notes or any Junior Financing.
 
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(b) The US Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and either:
(i) the US Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 6.01 ; or
(ii) each of the Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio for the US Borrower and its Restricted Subsidiaries would be less than such ratio immediately prior to such designation,
in each case on a pro forma basis taking into account such designation.
Any such designation by the US Borrower shall be notified by the US Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors of the US Borrower or any committee thereof giving effect to such designation and an officer’s certificate certifying that such designation complied with the foregoing provisions.
SECTION 5.12. Broadcast License Subsidiaries .
(a) Promptly after the Closing Date, use commercially reasonable efforts to cause all material FCC Licenses held by the US Borrower or any of its Restricted Subsidiaries to be held at all times by one or more Broadcast License Subsidiaries.
(b) Ensure that each Broadcast License Subsidiary engages only in the business of holding FCC Licenses and rights and activities related thereto.
(c) Ensure that the FCC Licenses held by each Broadcast License Subsidiary are not (i) commingled with the property of any Borrower and any subsidiary thereof other than another Broadcast License Subsidiary or (ii) except as set forth on Schedule 5.12 , subject to any agreement (other than corporate governance documents) which provides consent rights to any third party with regards to its sale or transfer.
(d) Ensure that no Broadcast License Subsidiary has any Indebtedness or other material liabilities except those permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary.”
SECTION 5.13. Post-Closing Obligations . The US Borrower shall, and shall cause its Restricted Subsidiaries to, take the actions set forth in Schedule 5.13 within the timeframes set forth therein.
SECTION 5.14. Mortgage Amendment . The US Borrower shall deliver to the First-Lien Collateral Agent, or cause to be delivered to the First-Lien Collateral Agent, on or prior to the fifth Business Day following the Restatement Effective Date fully executed counterparts of an amendment (the “ Texas Mortgage Amendment ”), in form and substance reasonably satisfactory to the Administrative Agent, to the Texas Mortgage.
SECTION 5.15. PIK Toggle Notes Redemption . To the extent the Parent Note and/or Parent Capital are issued, the US Borrower shall cause the PIK Toggle Notes Redemption to be consummated no later than the later to occur of 45 days following the issuance of the Parent Note and/or Parent Capital and March 31, 2011.
 
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ARTICLE VI
Negative Covenants
The Borrowers covenant and agree that, until the Termination Date the Borrowers will not, nor will they cause or permit any of the Restricted Subsidiaries to:
SECTION 6.01. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock .
(a) Directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “ incur ” and collectively, an “ incurrence ”) with respect to any Indebtedness (including Acquired Indebtedness) and the US Borrower and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided , however , that the US Borrower and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 8.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available; provided , further , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this paragraph (a)  is subject to the limitations of paragraph (g)  below.
(b) The limitations set forth in paragraph (a)  will not apply to the following items:
(i) the Indebtedness under the Loan Documents of the US Borrower or any of its Restricted Subsidiaries (including letters of credit and bankers’ acceptances thereunder and any Indebtedness incurred pursuant to Section 2.24 and/or 2.25 );
(ii) the incurrence by the US Borrower and any Restricted Guarantor of Indebtedness represented by the New Senior Notes or the Senior Secured Notes;
(iii) Indebtedness of the US Borrower and its Restricted Subsidiaries in existence on the Closing Date (other than Indebtedness described in clauses (b)(i) and (ii) ) of this Section 6.01 ) and set forth in all material respects on Schedule 6.01 ;
(iv) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the US Borrower or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all
 
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other Indebtedness, Disqualified Stock and/or Preferred Stock incurred and outstanding under this clause (iv) , not to exceed $150,000,000 at any time outstanding; so long as such Indebtedness exists at the date of such purchase, lease or improvement, or is created within 270 days thereafter;
(v) Indebtedness incurred by the US Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided , however , that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;
(vi) Indebtedness arising from agreements of the US Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided , however , that such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Closing Date) of the US Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (vi) );
(vii) Indebtedness of (A) the US Borrower to a Restricted Subsidiary and (B) any Restricted Subsidiary to the US Borrower or to another Restricted Subsidiary; provided that any such Indebtedness owing by the US Borrower or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Obligations on the terms of the Intercompany Subordination Agreement; provided , further , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the US Borrower or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii) ;
(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the US Borrower or another Restricted Subsidiary, provided , that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the US Borrower or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (viii) ;
 
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(ix) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted under this Section 6.01 , exchange rate risk or commodity pricing risk;
(x) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature provided by the US Borrower or any of its Restricted Subsidiaries in the ordinary course of business;
(xi) (A) Indebtedness or Disqualified Stock of the US Borrower or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 100.0% of the net cash proceeds received by the US Borrower and its Restricted Subsidiaries since immediately after the Closing Date from the issue or sale of Equity Interests of the US Borrower or cash contributed to the capital of the US Borrower (in each case, other than Equity Cure Proceeds, Equity Interests the proceeds of which are used to fund the Transactions and proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, the US Borrower or any of its Subsidiaries) as determined in accordance with paragraphs (b) and (c)  of the definition of Restricted Payment Applicable Amount (to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or other Investments, payments or exchanges pursuant to of Section 6.03(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (a)  and (c)  of the definition thereof) and (B) Indebtedness or Disqualified Stock of the US Borrower or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (xi)(B) , does not at any one time outstanding exceed $500,000,000 (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xi)(B) shall cease to be deemed incurred or outstanding for purposes of this clause (xi)(B) but shall be deemed incurred for the purposes of Section 6.01(a) from and after the first date on which the US Borrower or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 6.01(a) without reliance on this clause (xi)(B) ;
(xii) the incurrence by the US Borrower or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock constituting Refinancing Indebtedness in respect of any Indebtedness, Disqualified Stock or Preferred Stock permitted under Section 6.01(a) and clauses (iii) , (iv) , (xi)(A) , (xiii)  and (xx)  of this Section 6.01(b) or any previously incurred Refinancing Indebtedness in respect thereof; provided , however , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (xii)  shall be subject to the limitations set forth in Section 6.01(g) to the same extent as the Indebtedness refinanced.
 
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(xiii) Indebtedness, Disqualified Stock or Preferred Stock of (x) the US Borrower or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the US Borrower or any Restricted Subsidiary or merged into the US Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement or that is assumed by the US Borrower or any Restricted Subsidiary in connection with such acquisition so long as:
(A) no Default exists or shall result therefrom;
(B) any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on clause (x)  above shall not be Secured Indebtedness and shall not mature (and shall not be mandatorily redeemable in the case of Disqualified Stock of Preferred Stock) or require any payment of principal (other than in a manner consistent with the terms of the New Senior Notes Documentation), in each case, prior to the date which is 91 days after the Latest Maturity Date then in effect;
(C) any Indebtedness, Disqualified Stock or Preferred Stock incurred in reliance on clause (y)  above shall not have been incurred in contemplation of such acquisition and either (1) the aggregate principal amount of such Indebtedness constituting Secured Indebtedness, together with all Refinancing Indebtedness in respect thereof, shall not exceed $400,000,000 or (2) after giving pro forma effect to such acquisition or merger, the Consolidated Secured Debt Ratio is less than the Consolidated Secured Debt Ratio immediately prior to such acquisition or merger;
(D) after giving pro forma effect to such acquisition or merger either (1) the Consolidated Leverage Ratio is less than the Consolidated Leverage Ratio immediately prior to such acquisition or merger or (2) the US Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 6.01(a) ;
provided , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this clause (xiii)  is subject to the limitations of paragraph (g)  below.
(xiv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided , that such Indebtedness is extinguished within two Business Days of its incurrence;
(xv) Indebtedness of the US Borrower or any of its Restricted Subsidiaries supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit;
(xvi) (A) any guarantee by the US Borrower or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as such Indebtedness is permitted under this Agreement, or
(B) any guarantee by a Restricted Subsidiary of Indebtedness of the US Borrower;
 
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provided that, in each case, (x) such Restricted Subsidiary shall comply with its obligations under Section 5.09 and (y) in the case of any guarantee of Indebtedness of the US Borrower or any Subsidiary Guarantor by any Restricted Subsidiary that is not a Subsidiary Guarantor, such Restricted Subsidiary becomes a Subsidiary Guarantor under this Agreement;
(xvii) Indebtedness of any Foreign Subsidiary in an amount not to exceed at any one time outstanding, together with any other Indebtedness incurred under this clause (xvii) , 5.0% of the Foreign Subsidiary Total Assets; provided , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this clause (xvii)  is subject to the limitations of paragraph (g)  below;
(xviii) Indebtedness, Disqualified Stock or Preferred Stock of the US Borrower or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $300,000,000 in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (xviii) ; provided , that any incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this clause (xviii)  is subject to the limitations of paragraph (g)  below;
(xix) Indebtedness issued by the US Borrower or any of its Restricted Subsidiaries to future, current or former officers, directors, employees and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the US Borrower, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in Section 6.03(b)(iv) ;
(xx) Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and/or Permitted Unsecured Refinancing Debt; and
(xxi) cash management obligations and Indebtedness in respect of netting services, employee credit card programs and similar arrangements in connection with cash management and deposit accounts.
(c) For purposes of determining compliance with this Section 6.01 :
(i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in Section 6.01(b) or is entitled to be incurred pursuant to Section 6.01(a) , the US Borrower, in its sole discretion, may classify or reclassify such item (other than amounts described in clauses (xvii)  and (xviii)  of clause (b)  above, in the case of a reclassification as an incurrence pursuant to Section 6.01(a) ) of Indebtedness, Disqualified Stock or Preferred
 
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Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above permitted clauses; and
(ii) at the time of incurrence or permitted reclassification, the US Borrower will be entitled to divide and classify an item of Indebtedness in one or more types of Indebtedness, Disqualified Stock or Preferred Stock described in Section 6.01(a) or (b) .
(d) The accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 6.01 .
(e) For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided , that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.
(f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.
(g) Notwithstanding anything to the contrary contained in Section 6.01(a) or (b) , no Restricted Subsidiary of the US Borrower that is not a Subsidiary Guarantor shall incur any Indebtedness or issue any Disqualified Stock or Preferred Stock in reliance on Section 6.01(a) or (b)(xiii) , (xvii)  (except Indebtedness under any working capital facility or otherwise incurred in the ordinary course of business to finance the operations of such Restricted Subsidiary) or (b)(xviii) (the “ Limited Non-Guarantor Debt Exceptions ”) if the amount of such Indebtedness, Disqualified Stock or Preferred Stock, when aggregated with the amount of all other Indebtedness, Disqualified Stock or Preferred Stock outstanding under such Limited Non-Guarantor Debt Exceptions, together with any Refinancing Indebtedness in respect thereof, would exceed $500,000,000; provided , that in no event shall any Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Subsidiary Guarantor (i) existing at the time it became a Restricted Subsidiary or (ii) assumed in connection with any acquisition, merger or acquisition of minority interests of a non-Wholly-Owned Subsidiary (and in the case of clauses (i)  and (ii) , not created in contemplation of such Person becoming a Restricted Subsidiary or such acquisition, merger or acquisition of minority interests) be deemed to be Indebtedness outstanding under the Limited Non-Guarantor Debt Exceptions for purposes of this Section 6.01(g) .
 
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SECTION 6.02. Liens . Directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of the US Borrower or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom.
SECTION 6.03. Restricted Payments. Directly or indirectly, make any Restricted Payment, other than:
(a) Restricted Payments in an amount, together with the aggregate amount of all other Restricted Payments made by the US Borrower and its Restricted Subsidiaries after the Closing Date (including Restricted Payments permitted by clauses (i) , (ii)  (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (C)  thereof only), (vi)(C) and (ix)  of Section 6.03(b) , but excluding all other Restricted Payments permitted by this Section 6.03(b) ) not to exceed the Restricted Payment Applicable Amount; provided , that (i) no Default shall have occurred and be continuing or would occur as a consequence thereof; and (ii) immediately after giving effect to such transaction on a pro forma basis, the US Borrower could incur $1.00 of additional Indebtedness pursuant to Section 6.01(a) ;
(b) Section 6.03(a) will not prohibit:
(i) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;
(ii) (A) the redemption, repurchase, retirement or other acquisition of any (1) Equity Interests (“ Treasury Capital Stock ”) of the US Borrower or any Restricted Subsidiary, New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or Subordinated Indebtedness of the US Borrower or any Guarantor or (2) Equity Interests of any direct or indirect parent company of the US Borrower, in the case of each of clause (1)  and (2) , in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the US Borrower or a Restricted Subsidiary) of, Equity Interests of the US Borrower, or any direct or indirect parent company of the US Borrower to the extent contributed to the capital of the US Borrower or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“ Refunding Capital Stock ”), (B) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the US Borrower or a Restricted Subsidiary) of the Refunding Capital Stock, and (C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clauses (vi)(A) or (B)  of this Section 6.03(b) , the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the US Borrower) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;
 
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(iii) the redemption, repurchase or other acquisition or retirement of (A) Permitted Second Priority Refinancing Debt and/or Permitted Unsecured Refinancing Debt, in each case, with the proceeds of permitted Refinancing Indebtedness and (B) Subordinated Indebtedness of the US Borrower or a Restricted Guarantor or New Senior Notes, in each case, made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the US Borrower or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 6.01 so long as:
(1) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or New Senior Notes, as applicable, being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;
(2) if applicable, such new Indebtedness is subordinated in right of payment to the Obligations at least to the same extent as such Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;
(3) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Indebtedness being so redeemed, repurchased, acquired or retired; and
(4) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being so redeemed, repurchased, acquired or retired;
(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the US Borrower or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the US Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided , however , that the aggregate Restricted Payments made under this clause (iv)  do not exceed in any calendar year $75,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $150,000,000 in any calendar year); provided , further , that such amount in any calendar year may be increased by an amount not to exceed:
(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock and Equity Cure Proceeds) of the US Borrower and, to the
 
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extent contributed to the capital of the US Borrower, Equity Interests of any of the direct or indirect parent companies of the US Borrower, in each case to members of management, directors or consultants of the US Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the Transactions or to fund a Cure Right), to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 6.03(a) ; plus
(B) the cash proceeds of key man life insurance policies received by the US Borrower or any of its Restricted Subsidiaries after the Closing Date; less
(C) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A)  and (B)  of this clause (iv) ;
and provided , further , that cancellation of Indebtedness owing to the US Borrower from members of management of the US Borrower, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of the US Borrower or any of the US Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Agreement;
(v) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the US Borrower or any of its Restricted Subsidiaries issued in accordance with Section 6.01 ;
(vi) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the US Borrower or any of its Restricted Subsidiaries after the Closing Date, provided , that the amount of dividends paid pursuant to this clause (A)  shall not exceed the aggregate amount of cash actually received by the US Borrower or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;
(B) a Restricted Payment to a direct or indirect parent company of the US Borrower, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Closing Date, provided , that the amount of Restricted Payments paid pursuant to this clause (B)  shall not exceed the aggregate amount of cash actually contributed to the capital of the US Borrower from the sale of such Designated Preferred Stock; or
(C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii)  of this Section 6.03(b) ;
provided , however , in the case of each of clause (A) , (B)  and (C)  of this clause (vi) , that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of
 
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issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the US Borrower could incur $1.00 of additional Indebtedness pursuant to Section 6.01(a) ;
(vii) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (vii)  that are at the time outstanding, without giving effect to any distribution pursuant to clause (xvi)  of this Section 6.03(b) or the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
(viii) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
(ix) the declaration and payment of dividends on the US Borrower’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of such common stock after the Closing Date, of up to 6% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the US Borrower in or from any such public Equity Offering;
(x) Restricted Payments that are made with Excluded Contributions;
(xi) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (xi)  not to exceed $150,000,000, or if the Consolidated Leverage Ratio is less than 9.5 to 1.0 on a pro forma basis after giving effect to such transaction, 3.0% of Total Assets at the time made;
(xii) distributions or payments of Receivables Fees;
(xiii) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted under Section 6.06 ;
(xiv) the repurchase, redemption or other acquisition or retirement for value of any New Senior Notes, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or Subordinated Indebtedness upon the occurrence of a Change of Control (so long as such Change of Control has been waived by the Required Lenders);
(xv) the declaration and payment of dividends or the payment of other distributions by the US Borrower to, or the making of loans or advances to, any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each case without duplication,
(A) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;
 
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(B) federal, foreign, state and local income or franchise taxes; provided , that, in each fiscal year, the amount of such payments shall be equal to the amount that the US Borrower and its Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income or franchise taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state, local or franchise tax rate for such fiscal year;
(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the US Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the US Borrower and its Restricted Subsidiaries;
(D) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the US Borrower to the extent such costs and expenses are attributable to the ownership or operation of the US Borrower and its Restricted Subsidiaries;
(E) amounts payable pursuant to the Sponsor Management Agreement;
(F) fees and expenses other than to Affiliates of the US Borrower related to (1) any equity or debt offering of such parent entity (whether or not successful) and (2) any Investment otherwise permitted under this covenant (whether or not successful);
(G) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the US Borrower or any direct or indirect parent; and
(H) to finance Permitted Investments and/or Investments otherwise permitted to be made pursuant to this Section 6.03 ; provided , that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such direct or indirect parent company shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the US Borrower or one of its Restricted Subsidiaries or (y) the merger of the Person formed or acquired into the US Borrower or one of its Restricted Subsidiaries (to the extent not prohibited by Section 6.04 ) in order to consummate such Investment, in each case, subject to the limitations set forth in clauses (s) , (h)  and (m)  of, and the proviso set forth at the end of, the definition of Permitted Investment; (3) such direct or indirect parent company and its Affiliates (other than the US Borrower or a Restricted
 
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Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the US Borrower or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (4) any property received by the US Borrower shall not increase amounts available for Restricted Payments pursuant to Section 6.03(a) and (5) such Investment shall be deemed to be made by the US Borrower or such Restricted Subsidiary by another paragraph of this Section 6.03 (other than pursuant to clause (x)  hereof) or pursuant to the definition of “ Permitted Investments ” (other than clause (i)  thereof);
(xvi) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the US Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents that were contributed to such Unrestricted Subsidiaries as an Investment pursuant to clause (vii)  of this Section 6.03(b) );
(xvii) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the US Borrower and its Restricted Subsidiaries, taken as a whole, that complies with Section 6.04 ; provided , that if as a result of such consolidation, merger or transfer of assets, a Change of Control has occurred, such Change of Control has been consented to or waived by the Required Lenders; and
(xviii) payments by the US Borrower to Holdings or the Parent to service cash interest and/or cash dividends when and as due on any Parent Note and/or Parent Capital; provided that (A) no such payments under this clause (xviii)  shall be permitted during the existence and continuance of an Event of Default and (B) the amount of such payments in any fiscal year shall not exceed $20,000,000;
provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (ix)  (as determined at the time of the declaration of such dividend), (xi)  and (xvi) , no Default shall have occurred and be continuing or would occur as a consequence thereof.
(c) As of the Closing Date, all of the subsidiaries of the US Borrower will be Restricted Subsidiaries. The US Borrower will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to Section 5.11(a) . For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the US Borrower and its Restricted Subsidiaries (except to the extent repaid) in the subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “ Investment. ” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 6.03(a) or (b)(vii) , (x)  or (xi) , or pursuant to the definition of “ Permitted Investments, ” and if such subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Loan Documents.
 
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SECTION 6.04. Fundamental Changes .
(a) Neither the US Borrower nor the Subsidiary Borrower may consolidate or merge with or into or wind up into (whether or not the US Borrower is the surviving corporation), and may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the US Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:
(i) the US Borrower or the Subsidiary Borrower, as the case may be, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the US Borrower or the Subsidiary Borrower) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, the “ Successor Company ”); provided that if the US Borrower and the Subsidiary Borrower shall consolidate or merge with and into each other, and the Subsidiary Borrower shall be the Successor Company of such consolidation or merger, the Subsidiary Borrower shall expressly assume the Obligations of the US Borrower;
(ii) the Successor Company, if other than the US Borrower or the Subsidiary Borrower, expressly assumes all the Obligations of the US Borrower or the Subsidiary Borrower, as the case may be, pursuant to documentation reasonably satisfactory to the Administrative Agent;
(iii) immediately after such transaction, no Default exists;
(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,
(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 6.01(a) ; or
(B) each of the Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio for the US Borrower and its Restricted Subsidiaries would be equal to or less than the each ratio immediately prior to such transaction; and
(v) each Guarantor, unless it is the other party to the transactions described above, in which case clause (i)(B) of Section 6.04(c) shall apply, shall have confirmed that its Obligations under the Loan Documents to which it is a party pursuant to documentation reasonably satisfactory to the Administrative Agent;
(vi) the Borrowers shall have delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement;
 
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provided , that the US Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions either prior to or upon the later to occur of 30 days following such transaction (or the earlier of the date of the required delivery of the next Pricing Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent) in order to preserve and protect the Liens on the Collateral securing the Secured Obligations.
The Successor Company will succeed to, and be substituted for the US Borrower or the Subsidiary Borrower, as applicable, under the Loan Documents.
(b) Notwithstanding the foregoing paragraphs (a)(iii) and (a)(iv) ,
(i) the US Borrower, the Subsidiary Borrower or a Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the US Borrower, the Subsidiary Borrower or a Restricted Guarantor; provided that (A) if the Subsidiary Borrower or a Restricted Subsidiary, as the case may be, shall be the Successor Company of such merger, consolidation or transfer involving the US Borrower, then the Subsidiary Borrower or such Restricted Subsidiary, as the case may be, shall expressly assume the Obligations of the US Borrower and (B) if a Restricted Subsidiary shall be the Successor Company of such merger, consolidation or transfer involving the Subsidiary Borrower, then such Restricted Guarantor shall expressly assume the Obligations of the Subsidiary Borrower; and
(ii) the US Borrower may merge with an Affiliate of the US Borrower solely for the purpose of reorganizing the US Borrower in a State of the United States so long as the amount of Indebtedness of the US Borrower and its Restricted Subsidiaries is not increased thereby.
(c) No Restricted Guarantor will, and the US Borrower will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not the US Borrower or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i) (A) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or Person, the “ Successor Person ”);
(B) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the Obligations of such Restricted Guarantor pursuant to documentation reasonably satisfactory to the Administrative Agent;
(C) immediately after such transaction, no Default exists; and
(D) the Borrowers shall have delivered to the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such documentation relating to the Loan Documents, if any, comply with this Agreement; or
(ii) the transaction does not violate Section 6.05 ;
 
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provided , that the US Borrower shall promptly notify the Administrative Agent of any such transaction and shall take all required actions either prior to or upon the later to occur of 30 days following such transaction (or the earlier of the date of the required delivery of the next Pricing Certificate and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Administrative Agent may consent) in order to preserve and protect the Liens on the Collateral securing the Secured Obligations.
In the case of clause (i)(A) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Loan Documents. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or either Borrower, in each case, without the necessity of complying with any document delivery or notice requirements set forth in this Section 6.04 (except for any assumption of the Obligations pursuant to clause (a)(i) or (b)(i) above); provided that it shall comply with its obligations under Section 5.09.
SECTION 6.05. Asset Sales . Cause, make or suffer to exist an Asset Sale, unless:
(a) the US Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the US Borrower) of the assets sold or otherwise disposed of; and
(b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the US Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:
(i) any liabilities (as shown on the US Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the US Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the US Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the US Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
(ii) any securities received by the US Borrower or such Restricted Subsidiary from such transferee that are converted by the US Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and
(iii) any Designated Non-Cash Consideration received by the US Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii)  that is at that time outstanding, not to exceed the greater of $300,000,000
 
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and 2.0% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
shall be deemed to be cash for purposes of this provision and for no other purpose.
To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise permitted under this Agreement, in each case, to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the First-Lien Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.
SECTION 6.06. Transactions with Affiliates . Except for transactions by or among Loan Parties (or by and among the US Borrower and its Restricted Subsidiaries), sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, in each case, involving aggregate payments or consideration in excess of $25,000,000 unless:
(a) such transaction is on terms that are not materially less favorable to the US Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the US Borrower or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and
(b) the US Borrower delivers to the Administrative Agent with respect to any such transaction or series of related transactions involving aggregate payments or consideration in excess of $75,000,000, a resolution adopted by the majority of the board of directors of the US Borrower approving such transaction and set forth in an Officer’s Certificate certifying that such transaction complies with clause (a) above.
(c) The foregoing provisions will not apply to the following:
(i) the US Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to the US Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties;
(ii) the US Borrower and its Restricted Subsidiaries may pay fees, expenses and make indemnification payments directly or indirectly to the Sponsors pursuant to and in accordance with the Sponsor Management Agreement (as in effect on the Closing Date);
(iii) the Transactions and the payment of the Transaction Expenses;
(iv) issuances by the US Borrower and its Restricted Subsidiaries of Equity Interests not prohibited under this Agreement;
 
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(v) reasonable and customary fees payable to any directors of the US Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the US Borrower) and reimbursement of reasonable out-of-pocket costs of the directors of the US Borrower and its subsidiaries (or any direct or indirect parent of the US Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent attributable to the operations of the US Borrower and its Restricted Subsidiaries);
(vi) expense reimbursement and employment, severance and compensation arrangements entered into by the US Borrower and its Restricted Subsidiaries with their officers, employees and consultants in the ordinary course of business;
(vii) payments by the US Borrower and its Restricted Subsidiaries to each other pursuant to tax sharing agreements or arrangements among Parent and its subsidiaries on customary terms;
(viii) the payment of reasonable and customary indemnities to directors, officers and employees of the US Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the US Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent attributable to the operations of the US Borrower and its Restricted Subsidiaries;
(ix) transactions pursuant to permitted agreements in existence on the Closing Date (other than the Sponsor Management Agreement) and any amendment thereto to the extent such an amendment is not adverse to the interests of the Lenders in any material respect;
(x) Restricted Payments permitted under Section 6.03 ;
(xi) payments by the US Borrower and its Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the board of directors of the US Borrower, in good faith;
(xii) loans and other transactions among the US Borrower and its subsidiaries (and any direct and indirect parent company of the US Borrower) to the extent permitted under this Article VI ; provided that any Indebtedness of any Loan Party owed to a Restricted Subsidiary that is not a Loan Party shall be subject to subordination provisions no less favorable to the Lenders than the subordination provisions set forth in the Intercompany Subordination Agreement;
(xiii) the existence of, or the performance by the US Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided , however, that the existence of, or the performance by the US Borrower or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any
 
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similar agreement entered into after the Closing Date shall only be permitted by this clause (xiii)  to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken as a whole;
(xiv) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business which are fair to the US Borrower and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the US Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
(xv) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;
(xvi) payments or loans (or cancellation of loans) to employees or consultants of the US Borrower, any of its direct or indirect parent companies or any of its Restricted Subsidiaries which are approved by a majority of the board of directors of the US Borrower in good faith; and
(xvii) Investments by the Sponsors in debt securities of the US Borrower or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.
SECTION 6.07. Restrictive Agreements . Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon:
(a) the ability of the US Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations;
(b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the US Borrower or any other Restricted Subsidiary or to guarantee Indebtedness of the US Borrower or any other Restricted Subsidiary; or
(c) the ability of any Restricted Subsidiary to sell, lease or transfer any of its properties or assets to the US Borrower or any of its Restricted Subsidiaries;
provided , that the foregoing shall not apply to:
(i) restrictions and conditions imposed by law, by any Loan Document or which (x) exist on the date hereof and (y) to the extent contractual obligations permitted by clause (x)  are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such contractual obligation;
 
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(ii) customary restrictions and conditions contained in agreements relating to any sale of assets pending such sale, provided such restrictions and conditions apply only to the Person or property that is to be sold;
(iii) restrictions and conditions (x) on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder or (y) by the terms of the documentation governing any Receivables Facility that in the good faith determination of the US Borrower are necessary or advisable to effect such Receivables Facility;
(iv) restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Person obligated under such Indebtedness and its subsidiaries or the property or assets intended to secure such Indebtedness;
(v) contractual obligations binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such contractual obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary;
(vi) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the US Borrower that is not a Loan Party, which Indebtedness, Disqualified Stock or Preferred Stock is permitted by Section 6.01 ;
(vii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.03 or as Permitted Investments and applicable solely to such joint venture entered into in the ordinary course of business;
(viii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the First-Lien Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis;
(ix) restrictions on cash, other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(x) Secured Indebtedness otherwise permitted to be incurred under Sections 6.01 and 6.02 that limit the right of the obligor to dispose of the assets securing such Indebtedness;
(xi) any encumbrances or restrictions of the type referred to in clauses (a) and (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or
 
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obligations referred to in clauses (i) through (x) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the US Borrower, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(d) clause (a)  of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, in each case entered into in the ordinary course of business.
SECTION 6.08. Business of the US Borrower and its Restricted Subsidiaries . Engage in any material line of business substantially different from (a) those lines of business conducted by the US Borrower or any Restricted Subsidiary on the date hereof or (b) any line of business similar, reasonably related, incidental or ancillary thereto.
SECTION 6.09. Modification of Junior Financing Documentation . Directly or indirectly, amend, modify or change (other than in connection with the incurrence of permitted Refinancing Indebtedness) (a) the subordination provisions of any Junior Financing Documentation (and the component definitions used therein) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld) or (b) any other term or condition of the New Senior Notes Documentation, any Junior Financing Documentation, or any documentation governing any Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt or any Refinancing Indebtedness in respect of the foregoing in the case of this clause (b) , in any manner materially adverse to the interests of the Lenders without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).
SECTION 6.10. Financial Covenant . (a) As long as any Revolving Loans, Swingline Loans or any Letter of Credit is outstanding, commencing with the fiscal quarter ending on or around June 30, 2009, permit the Consolidated First-Lien Leverage Ratio as of the last day of any fiscal quarter ending closest to the date set forth below to be greater than the ratio set forth below opposite such date below:

Fiscal Quarters Ended:	  	Ratio	 	
		
June 30, 2009 and September 30, 2009	  	 	11.75	  	
		
Thereafter and on or before March 31, 2010	  	 	11.25	  	
		
Thereafter and on or before September 30, 2010	  	 	11.00	  	
		
Thereafter and on or before September 30, 2011	  	 	10.75	  	
		
Thereafter and on or before March 31, 2012	  	 	10.50	  	
		
Thereafter and on or before September 30, 2012	  	 	10.25	  	
		
Thereafter and on or before September 30, 2013	  	 	9.25	  	
		
Thereafter	  	 	8.50	  	
 
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unless for the purpose of this Section 6.10 , on the last day of the applicable fiscal quarter (or, if applicable, on the expiration of the last day of the period set forth in Section 7.02 as to which the Cure Right may be exercised, to the extent a Notice of Intent to Cure has been delivered in respect of such fiscal quarter), there are no Revolving Loans or Swingline Loans outstanding and all outstanding Letters of Credit have expired, been terminated or been cash collateralized on terms and conditions reasonably satisfactory to the relevant Issuing Bank in an amount equal to 101% of the aggregate amount available to be drawn under such Letters of Credit.
(b) The Lenders and the Borrowers hereby agree that solely for purposes of the calculation of EBITDA as used in the determination of the financial covenant described in Section 6.10(a) as of the last day of any fiscal quarter ending closest to a date set forth below, EBITDA for the period of 4 consecutive fiscal quarters ended closest to such date shall be deemed to include the fixed amount (reflecting a deemed GAAP tax benefit) set forth opposite such date below (irrespective of the actual amount of any GAAP tax benefit for such period as otherwise calculated pursuant to the definition of EBITDA (or the component definitions thereof)); provided that such fixed amount shall be the only amount reflecting a GAAP tax benefit that shall be permitted to be included in such calculation of EBITDA for any such 4 consecutive fiscal quarter period (whether directly or through the component definitions thereof), notwithstanding anything to the contrary contained in the definition of EBITDA (or the component definitions thereof):

Fiscal Quarter Ended:	  	GAAP Tax Benefits	 	
		
June 30, 2009	  	$	78,300,000	  	
		
September 30, 2009	  	$	70,700,000	  	
		
December 31, 2009	  	$	74,500,000	  	
		
March 31, 2010	  	$	46,200,000	  	
		
June 30, 2010	  	$	44,400,000	  	
		
September 30, 2010	  	$	35,400,000	  	
		
December 31, 2010	  	$	43,500,000	  	
		
March 31, 2011	  	$	34,900,000	  	
		
June 30, 2011	  	$	26,300,000	  	
		
September 30, 2011	  	$	17,600,000	  	
		
December 31, 2011	  	$	9,000,000	  	
SECTION 6.11. Accounting Changes. Make any change in its fiscal year; provided , however , that the US Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the US Borrower and the Administrative Agent will, and are hereby authorized by Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.
 
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ARTICLE VII
Events of Default
SECTION 7.01. Events of Default. In case of the happening of any of the following events (“ Events of Default ”):
(a) any representation or warranty made or deemed made in any Loan Document or any representation, warranty, statement or information contained in any document required to be furnished pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;
(b) default shall be made in (i) the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for mandatory prepayment thereof or by acceleration thereof or otherwise or (ii) when and as required to be paid herein, any amount required to be prepaid and/or cash collateralized pursuant to Section 2.13(a)(ii) ;
(c) default shall be made in the payment of any reimbursement with respect to any L/C Disbursement, interest on any Loan or L/C Disbursement or any Fee or other amount (other than an amount referred to in clause (b)  above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of 5 Business Days;
(d) default shall be made in the due observance or performance by the Borrowers or any Restricted Subsidiary of any covenant, condition or agreement contained in Section 5.01(a) (with respect to either Borrower), 5.05(a) , 5.15 or in Article VI ; provided that any Event of Default under Section 6.10 shall not constitute an Event of Default with respect to any Term Loan until the earlier of (x) the date that is 30 days after the date such Event of Default arises (unless the same has been cured or waived as provided herein) and (y) the date on which the Administrative Agent terminates the Revolving Credit Commitments and declares the outstanding Revolving Loans and Swingline Loans to be forthwith due and payable in accordance with this Article VII (but, if any New Senior Notes constituting Material Indebtedness are then outstanding, only to the extent that any such action permits the holders of the New Senior Notes to accelerate such Indebtedness pursuant to the New Senior Notes Documentation);
(e) default shall be made in the due observance or performance by any Loan Party or its Restricted Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (b), (c)  or (d)  above) and such default shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the US Borrower;
(f) (i) the Borrowers or any Restricted Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to an applicable grace period), which failure enables or permits (with or without the giving of notice, the lapse of time or both) the holder or
 
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holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or that is a failure to pay such Material Indebtedness at its maturity or (ii) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that clause (ii)  shall not apply to secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness if such sale or transfer is otherwise permitted hereunder;
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of either Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary), or of a substantial part of the property or assets of either Borrower or a Restricted Subsidiary (other than an Immaterial Subsidiary), under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for either Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of either Borrower or a Restricted Subsidiary (other than an Immaterial Subsidiary) or (iii) the winding-up or liquidation of either Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(h) either Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of any proceeding or the filing of any petition described in paragraph (g)  above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for either Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of the property or assets of either Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary), (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable, admit in writing its general inability or fail generally to pay its debts as they become due;
(i) one or more judgments for the payment of money in an aggregate amount exceeding $100,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage) shall be rendered against either Borrower and/or any Restricted Subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed;
(j) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect or (ii) a Pension Event occurs with respect to a Foreign Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.
 
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(k) any material provision of any Loan Document, at any time after its execution and delivery, shall for any reason cease to be in full force and effect (other than in accordance with its terms or in accordance with the terms of the other Loan Documents), or any Loan Party contests in writing the validity or enforceability of any material provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms of the Loan Documents);
(l) other than with respect to de minimis items of Collateral not exceeding $10,000,000 in the aggregate, any Lien purported to be created by any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid, perfected Lien having the priority contemplated thereby or by the Intercreditor Agreement (except as otherwise expressly provided in this Agreement or such Security Document) Lien on the securities, assets or properties purported to be covered thereby, except to the extent that any lack of validity, perfection or priority results from any act or omission of the First-Lien Collateral Agent, the Administrative Agent, or any Lender (so long as such act or omission does not result from the breach or non-compliance by a Loan Party with the Loan Documents);
(m) there shall have occurred a Change of Control; or
(n) the principal broadcasting licenses of any station, or any other material authorizations, licenses or permits issued by the FCC, shall be revoked or cancelled or expire by the terms thereof and not be renewed, or shall be modified, in each case in a manner which would have a Material Adverse Effect;
then, and in every such event (other than an event with respect to the Borrowers described in paragraph (g)  or (h)  above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders (or, in the case of an Event of Default arising as a result of a breach of Section 6.10 , the Required Revolving Lenders, but solely with respect to the Revolving Credit Facility) shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrowers described in paragraph (g)  or (h)  above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding.
 
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SECTION 7.02. Right to Cure. Notwithstanding anything to the contrary contained in this Article VII, in the event that the US Borrower fails to comply with the requirements of Section 6.10 as of the end of any relevant fiscal quarter, the Borrower shall have the right (the “ Cure Right ”) (at any time during such fiscal quarter or thereafter until the date that is 20 days after the date the Pricing Certificate is required to be delivered pursuant to Section 5.04(c) ) to issue Equity Interests (other than Disqualified Stock) for cash or otherwise receive cash contributions to its common equity (the “ Cure Amount ”), and thereupon the US Borrower’s compliance with Section 6.10 shall be recalculated giving effect to the following pro forma adjustments: (i) EBITDA shall be increased, solely for the purposes of determining compliance with Section 6.10 , including determining compliance with Section 6.10 as of the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter by an amount equal to the Cure Amount and (ii) if, after giving effect to the foregoing recalculations (but not, for the avoidance of doubt, taking into account any repayment of Indebtedness in connection therewith), the requirements of Section 6.10 shall be satisfied, then the requirements of Section 6.10 shall be deemed satisfied as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.10 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (x) in each four fiscal quarter period there shall be a period of at least one fiscal quarter in which the Cure Right is not exercised, (y) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 6.10 and (z) upon the Administrative Agent’s receipt of a notice from the US Borrower that it intends to exercise the Cure Right (a “ Notice of Intent to Cure ”), until the 20th day following date of delivery of the Pricing Certificate under Section 5.04(c) to which such Notice of Intent to Cure relates, none of the Administrative Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, the First-Lien Collateral Agent nor any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 6.10 .
ARTICLE VIII
The Administrative Agent and the First-Lien Collateral Agent
Each of the First-Lien Lenders and each Issuing Bank hereby irrevocably appoints the Administrative Agent and the First-Lien Collateral Agent (the Administrative Agent and the First-Lien Collateral Agent are referred to collectively as the “ First-Lien Agents ”) its agent and authorizes the First-Lien Agents to take such actions on its behalf and to exercise such powers as are delegated to such First-Lien Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the First-Lien Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the First-Lien Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement, the Security Documents, the Intercreditor Agreement.
 
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The bank serving as the Administrative Agent and/or the First-Lien Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not a First-Lien Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any subsidiary or other Affiliate thereof as if it were not a First-Lien Agent hereunder.
Neither First-Lien Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither First-Lien Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) neither First-Lien Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such First-Lien Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 ), (c) each First-Lien Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the relevant Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the relevant Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, neither First-Lien Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrowers or any of the subsidiaries thereof that is communicated to or obtained by the bank serving as Administrative Agent and/or First-Lien Collateral Agent or any of its Affiliates in any capacity. Neither First-Lien Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 ) or in the absence of its own gross negligence, bad faith or willful misconduct or material breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Neither First-Lien Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such First-Lien Agent by the US Borrower or a Lender, and neither First-Lien Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such First-Lien Agent.
Each First-Lien Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each First-Lien Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying
 
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thereon. Each First-Lien Agent may consult with legal counsel (who may be counsel for the Borrowers or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith and in accordance with the advice of any such counsel, accountants or experts.
For purposes of determining compliance with the conditions specified in Section 4.02 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Each First-Lien Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each First-Lien Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each First-Lien Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as a First-Lien Agent.
Subject to the appointment and acceptance of a successor First-Lien Agent as provided below, any First-Lien Agent may resign at any time by notifying in writing the relevant Lenders, each Issuing Bank (if applicable) and the US Borrower. Upon receipt of any such notice of resignation of the Administrative Agent or the First-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the US Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the US Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h)  of Section 7.01 ), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. Any resignation by the First-Lien Administrative Agent hereunder shall, unless otherwise consented to by such First-Lien Agent, also constitute the resignation of the First-Lien Administrative Agent (and its Affiliates) as a Swingline Lender and Issuing Bank hereunder (in which case, the US Borrower may appoint a replacement Swingline Lender and Issuing Bank reasonably acceptable to the new First-Lien Administrative Agent.
If no successor agent is appointed prior to the effective date of resignation of the relevant First-Lien Agent specified by such First-Lien Agent in its notice, the resigning First-Lien Agent may appoint, after consulting with the Lenders and the US Borrower, a successor agent from among the Lenders. If no successor agent has accepted appointment as the successor agent by the date which is 30 days following the retiring First-Lien Agent’s notice of resignation, the retiring First-Lien Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of such First-Lien Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as a First-Lien Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices,
 
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as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.09 are satisfied, the successor First-Lien Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring First-Lien Agent, and the retiring First-Lien Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the US Borrower to a successor First-Lien Agent shall be the same as those payable to its predecessor unless otherwise agreed between the US Borrower and such successor. After a First-Lien Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring First-Lien Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as a First-Lien Agent.
Solely in the circumstance where (a) the Borrowers have incurred one or more Classes of Other Revolving Credit Commitments and (b) DBNY or any of its Affiliates then acting as the Swingline Lender and/or the Issuing Bank has not agreed in writing to continue to serve in the capacity of Swingline Lender and/or Issuing Bank for such Class(es) of Other Revolving Credit Commitments with a Stated Maturity Date later than the Extended Revolving Credit Maturity Date, then upon the written request of the Borrower (which must be approved (such approval not to be unreasonably withheld or delayed) by the Required Lenders), DBNY or any of its Affiliates shall resign as First-Lien Agents, with such resignation becoming effective immediately upon the appointment of (and acceptance by) a Person reasonably satisfactory to the Borrowers and the Required Lenders as successor First-Lien Agents. Upon any such appointment and acceptance by successor First-Lien Agents as provided in the foregoing sentence, the provisions of the third, fourth and fifth sentence of the immediately preceding paragraph shall apply to the resigning First-Lien Agents.
None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender.
Each Lender acknowledges that it has, independently and without reliance upon the First-Lien Agents, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the First-Lien Agents, the Arrangers or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.
To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of
 
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any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent the First-Lien Collateral Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise;
(a) to file and prove a claim for the whole amount of the First-Lien Obligations and to file such other documents as may be necessary or advisable in order to have the claims of the First-Lien Lenders and each First-Lien Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of such Lenders and each First-Lien Agent and their respective agents and counsel and all other amounts due such Lenders and the Administrative Agent under Section 2.05 and 9.05 ) allowed in such judicial proceeding; and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to such Agent and, in the event such a First-Lien Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the First-Lien Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.05 and 9.05 .
Nothing contained herein shall be deemed to authorize any First-Lien Agent to authorize or consent to or accept or adopt on behalf of any relevant Lender any plan or reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any relevant Lender to authorize such First-Lien Agent to vote in respect of the claim of any such Lender in any such proceeding.
Each Issuing Bank shall act on behalf of the First-Lien Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (i) provided to the First-Lien Agents in this Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “First-Lien Agent” as used in this Article VIII included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided herein with respect to such Issuing Bank.
 
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ARTICLE IX
Miscellaneous
SECTION 9.01. Notices . Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
(a) if to the Borrowers, to them at:
605 Third Avenue, 12th Floor, New York, New York 10158; Attention of: Chief Financial Officer (Fax No. (212) 953-0198),
and
5999 Center Drive, Los Angeles, California 90045; Attention: General Counsel (Fax No. (310) 348-3678);
with a copy to (which shall not constitute notice):
Kelly M. Dybala, Esq., Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, TX 75201 (Fax No. (214) 746-7777);
Mr. Michael Cole, Madison Dearborn Partners LLC, 3 First National Plaza, Suite 3800, Chicago, Illinois (Fax No. (312) 895-1281);
Mr. Al Dobron, Providence Equity Partners, 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903 (Fax No. (401) 751-9340);
Ms. Niveen Tadros, Saban Capital Group, 10100 Santa Monica Boulevard, Suite 2600, Los Angeles, California 90067 (Fax No. (310) 557-5144);
Mr. David Trujillo, Texas Pacific Group, 345 California Street, 33rd Floor, San Francisco, California 94104 (Fax No. (415) 438-1459); and
Mr. Jim Carlisle, Thomas H. Lee Partners, 100 Federal Street, 35th Floor, Boston, Massachusetts 02110 (Fax No. (617) 227-3514);
(b) if to DBNY as a First-Lien Agent, or as Issuing Bank or Swingline Lender, to DBNY, 60 Wall Street, (MS NYC60-0208), New York, NY 10005, Attention of: Susan LeFevre (Fax No. (212) 797-5690); and
(c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.
 
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All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date 3 Business Days after dispatch by certified or registered mail if mailed, in each case, delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01 . As agreed to among the US Borrower, the Administrative Agent and the applicable Lenders from time to time in writing, notices and other communications may also be delivered or furnished by e-mail; provided that the foregoing shall not apply to notices pursuant to Article II or to Pricing Certificates unless otherwise agreed by the Administrative Agent; provided , further , that approval of such procedures may be limited to particular notices or communications. All such notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient.
SECTION 9.02. Survival of Agreement . All covenants, agreements, representations and warranties made by the Borrowers herein or any other Loan Document, shall be considered to have been relied upon by the First-Lien Agents, the Lenders and the Issuing Banks and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by each Issuing Bank, regardless of any investigation made by the First-Lien Agents, the Lenders or such Issuing Bank or on their behalf, and notwithstanding that any First-Lien Agent, any Lender or any Issuing Bank may have had notice or actual knowledge of any Default at the time of any Credit Event shall continue in full force and effect until the Termination Date. The provisions of Sections 2.14 , 2.16 , 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, 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 Administrative Agent, the First-Lien Collateral Agent, any Lender or any Issuing Bank.
SECTION 9.03. Binding Effect . This Agreement shall become effective upon the Restatement Effective Date.
SECTION 9.04. Successors and Assigns . (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers, the Administrative Agent, the First-Lien Collateral Agent, any Issuing Bank or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.
(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans of any Class at the time owing to it); provided , however , that (i) each of the Administrative Agent and the US Borrower must give its prior written consent to such
 
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assignment (which consent shall not be unreasonably withheld or delayed); provided that no such consent shall be required to any such assignment made to a Lender or an Affiliate or Related Fund of a Lender (in each case, other than to Disqualified Institutions) (each, an “ Eligible Assignee ”) and the consent of the US Borrower shall not be required during the continuance of any Event of Default arising under clause (b), (c), (g)(i) or (h)  of Section 7.01 , (ii) in the case of any assignment of a Revolving Credit Commitment of any Class, each Issuing Bank (to the extent its L/C Exposure equals or exceeds $5,000,000) must give its prior written consent (which consent shall not be unreasonably withheld or delayed), (iii) (A) in the case of any assignment, other than assignments to any Eligible Assignee, the amount of the Revolving Credit Commitment of any Class of the assigning Lender (or, in the case of an assignment of Loans after the Revolving Credit Commitment of such Class has expired or been terminated, the aggregate principal amount of the loans of the assigning Lenders) subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, if less, the entire remaining amount of such Lender’s Revolving Credit Commitment of such Class (or Loans) and shall be in an amount that is an integral multiple of $1,000,000 (or the entire remaining amount of such Lender’s Revolving Credit Commitment (or Loans) of the applicable Class) and the amount of the Term Loans of any Class of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (or if less, the entire remaining amount of such Lender’s Term Loans of such Class) and shall be in an amount that is an integral multiple of $1,000,000 (or the entire remaining amount of such Lender’s Term Loans of the applicable Class), provided , however , that simultaneous assignments to two or more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met, and (B) in the case of any assignment to any Eligible Assignee, after giving effect to such assignment, the aggregate Revolving Credit Commitments of any Class (or Loans) or Term Loans of any Class of the assigning Lender and its Affiliates and Related Funds shall be zero or not less than $1,000,000 and the aggregate Revolving Credit Commitments of any Class (or Loans) or Term Loans of any Class of the assignee Lenders and their Affiliates and Related Funds shall be not less than $1,000,000, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion; provided that only one such fee shall be payable in connection with simultaneous assignments by or to two or more Related Funds) and (v) the assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and the tax forms required under Section 2.20(e) , (f)  or (g) , as applicable. Upon acceptance and recording pursuant to paragraph (e)  of this Section 9.04 , from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining
 
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portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14 , 2.16 , 2.20 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, as well as to any Fees accrued for its account and not yet paid). Any assignment or transfer that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f)  of this Section 9.04 . This clause (b)  shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes of Loans or Commitments on a non-pro rata basis.
(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Revolving Credit Commitment of the applicable Class, and the outstanding balances of its Term Loans of the applicable Class and Revolving Loans of the applicable Class, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrowers or any subsidiary or the performance or observance by Holdings, the Borrowers or any subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance, (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) or delivered pursuant to Section 5.04 , the Intercreditor Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (v) such assignee will independently and without reliance upon the Administrative Agent, the First-Lien Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (vi) such assignee agrees to be bound by the Intercreditor Agreement, (vii) such assignee appoints and authorizes the Administrative Agent and the First-Lien Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the First-Lien Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto and (viii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and any changes thereto, whether by assignment or otherwise, and the Commitment (by Class) of, and principal amount of the Loans (by Class) (and related interest amount and fees with respect
 
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to such Loan) owing and paid to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive and the Borrowers, the Administrative Agent, each Issuing Bank, the First-Lien Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)  above, if applicable, and the written consent of the Administrative Agent, the Borrowers and the Issuing Banks to such assignment (in each case to the extent required pursuant to paragraph (b)  above) and any applicable tax forms required by Section 2.20(e) , (f)  or (g) , as applicable, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) promptly record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e) .
(f) Each Lender may without the consent of the Borrowers, the Swingline Lender, any Issuing Bank or the Administrative Agent sell participations to one or more banks or other Persons (other than to Disqualified Institutions) in all or a portion of its rights and obligations under this Agreement (including all or a portion of any Class of its Commitment and any Class of the Loans owing to it and its participations in the L/C Exposure and/or Swingline Loans); provided , however , that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other Persons shall be entitled to the benefit of the cost protection provisions contained in Sections 2.14 , 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant and in the case of Section 2.20 , only if such participant shall have provided any form of information that it would have been required to provide under such Section if it were a Lender), (iv) to the extent permitted by applicable law, each participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender, so long as such participant agrees to be subject to Section 2.18 as though it were a Lender and (v) the Borrowers, the Administrative Agent, each Issuing Bank, the Swingline Lender and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers described in clauses (i) , (ii)  and (iii)  of Section 9.08(b) as it pertains to the Class of Loans or Commitments in which such participant has an interest). Each Lender selling a participation to a participant (i) shall keep a register, meeting the requirements of Treasury Regulation Section 5f.103-1(c), of each such participation, specifying such participant’s entitlement to payments of principal and interest with respect to such participation, and (ii) shall provide the Administrative Agent and the Borrowers with the applicable forms, certificates and statements described in Section 2.20(e) or (f)  hereof, as applicable, as if such participant was a Lender hereunder.
 
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(g) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04 , disclose to the assignee or participant or proposed assignee or participant any non-public information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such non-public information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16 .
(h) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.
(i) Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle (an “ SPC ”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (x) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers hereunder, (y) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (z) the Granting Lender shall for all purposes remain the Lender of record hereunder. In addition, notwithstanding anything to the contrary contained in this Section 9.04 , any SPC may (A) with notice to, but without the prior written consent of, the US Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender and (B) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.
(j) Neither the US Borrower nor the Subsidiary Borrower (unless the US Borrower has assumed in writing all Obligations of the Subsidiary Borrower hereunder) shall assign or delegate any of its rights or duties hereunder (other than in a transaction permitted by Section 6.04 ) without the prior written consent of the Administrative Agent, each Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void.
SECTION 9.05. Expenses; Indemnity . (a) Each Borrower agrees, jointly and severally, to pay (i) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to those of White & Case LLP, counsel for the First-Lien Agents and the Arrangers taken as a whole, and, if necessary, of one local counsel and one regulatory counsel in any relevant
 
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jurisdiction) incurred by the Arrangers and the Agents, in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) and (ii) all reasonable out-of-pocket expenses (but limited, as to legal fees and expenses, to one counsel for all such Persons taken as a whole, and, if necessary, of one local counsel and one regulatory counsel to all such Persons taken as a whole in any relevant jurisdiction) incurred by the First-Lien Agent, any Issuing Bank, the Swingline Lender or any Lender in connection with the enforcement or protection of its rights or remedies in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder.
(b) Each Borrower agrees, jointly and severally, to indemnify each Arranger, the Administrative Agent, the First-Lien Collateral Agent, each Lender, each Issuing Bank, the Swingline Lender and each Related Party of any of the foregoing Persons and their successors and assigns (each such Person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all costs, expenses (including reasonable fees, out-of-pocket disbursements and other charges of one primary counsel, one regulatory counsel and one local counsel to the Indemnitees taken as a whole in each relevant jurisdiction; provided that if (i) one or more Indemnitees shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to one or more other Indemnitees or (ii) the representation of the Indemnitees (or any portion thereof) by the same counsel would be inappropriate due to actual or potential differing interests between them, then such expenses shall include the reasonable fees, out-of-pocket disbursements and other charges of one separate counsel to such Indemnitees, taken as a whole, in each relevant jurisdiction), and liabilities of such Indemnitee arising out of or in connection with (w) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (x) the use of the proceeds of the Loans or issuance of Letters of Credit, (y) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrowers, any other Loan Party or any of their respective Affiliates), or (z) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by Holdings, the Borrowers or any of the subsidiaries, or any liability under Environmental Laws related in any way to Holdings, the Borrowers or the subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such costs, expenses or liabilities (x) resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (or its Related Parties) or material breach of its (or its Related Parties’) obligations hereunder, (y) relate to the presence or Release of Hazardous Materials that first occur at any property owned by Holdings or the Borrowers after such property is transferred to any Indemnitee or its successors or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer or (z) resulted from any dispute solely among Indemnitees and not involving the Borrowers, the Sponsors or their respective Affiliates. Notwithstanding the foregoing, this Section 9.05 shall not apply to Tax matters, which shall be governed exclusively by Section 2.20 .
 
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(c) To the extent that any Borrower fails to pay any amount required to be paid by it to (i) the Arrangers, the Administrative Agent or any other Indemnitee related thereto under paragraph (a)  or (b)  of this Section (and without limiting its obligation to do so), each Lender severally agrees to pay to the Arrangers, such Indemnitee and the Administrative Agent, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, (ii) the First-Lien Collateral Agent, the Issuing Banks, the Swingline Lender or any other Indemnitee related thereto under paragraph (a)  or (b)  of this Section 9.05 , each First-Lien Lender (other than, in the case of the Issuing Banks and the Swingline Lender, any Term Lender) severally agrees to pay to the First-Lien Collateral Agent, such Issuing Bank, the Swingline Lender or any other Indemnitee related thereto, as the case may be, such First-Lien Lender’s pro rata share (determined as if the time that the applicable unreimbursed expense or indemnity is sought) of such unpaid amount and; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Arrangers, the First-Lien Agents, the Issuing Banks, the Swingline Lender or such Indemnitee in its capacity as such. For purposes hereof, a Lender’s “pro rata share” (x) in the case of clause (i)  above, shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time and (y) in the case of clause (ii)  above, shall be determined based on its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Revolving Credit Commitments at the time. It is understood and agreed that all indemnities under the Original Credit Agreement shall survive the Restatement Effective Date.
(d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.
(e) The provisions of this Section 9.05 shall survive the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, 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 Administrative Agent, the First-Lien Collateral Agent, any Lender or the Issuing Banks. All amounts due under this Section 9.05 shall be payable within 30 days after receipt of an invoice relating thereto setting forth such amounts in reasonable detail.
SECTION 9.06. Right of Setoff; Payments Set Aside . (a) If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, without prior notice to any Borrower or any other Loan Party, any such notice being waived by each Borrower (on its own behalf and on behalf of each Loan Party and its subsidiaries) to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrowers against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement and other Loan
 
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Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender agrees promptly to notify the US Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set off and application.
(b) To the extent that any payment by or on behalf of any Borrower is made to any First-Lien Agent or any Lender, or any First-Lien Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such First-Lien Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, then (i) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any First-Lien Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.
SECTION 9.07. Applicable Law . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.08. Waivers; Amendment . (a) No failure or delay of the Administrative Agent, any Collateral Agent, any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Loan Document 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 Administrative Agent, each Collateral Agent, each Issuing Bank and the Lenders hereunder and 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 provision of this Agreement or any other Loan Document or consent to any departure by the Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (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 the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances.
 
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(b) Subject to Section 2.24 , clause (d)  below, the Intercreditor Agreement and except for those actions expressly permitted to be taken by the Agents, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Required Lenders and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification; provided , however , that no such agreement shall (i) reduce the principal amount of, or extend or waive the final scheduled maturity date or date for the payment of any interest on, any Loan or any date for reimbursement of an L/C Disbursement, forgive any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that any change to the component definitions of the Consolidated First-Lien Leverage Ratio affecting the determination of interest shall only require the consent of the US Borrower and the Required Lenders), (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of any Lender without the prior written consent of such Lender (it being understood that any change to the component definitions of the Consolidated First-Lien Leverage Ratio affecting the determination of any Fee shall only require the consent of the US Borrower and the Required Lenders), (iii) amend or modify the pro rata requirements of Section 2.17 , the provisions of Section 2.18 , the provisions of Section 9.04(j) (it being understood that any change to Section 6.04 shall only require approval of the Required Lenders) or the provisions of this Section (except as set forth below) or release all or substantially all of the Guarantors or all or substantially all of the Collateral (except as permitted under the Intercreditor Agreement, Section 6.04 and the Guarantee and Collateral Agreement), without the prior written consent of each Lender, (iv) decrease the amount of any scheduled amortization payment, or extend the date for payment under Section 2.11(a) , in respect of any Class of Term Loans without the consent of Lenders holding more than 50% of the outstanding Term Loans of such Class (the “ Required Term Lenders ”), or (v) reduce the percentage contained in the definition of the term “Required Lenders,” “Required Revolving Lenders,” “Required First-Lien Lenders,” or “Required Second-Lien Lenders” without the prior written consent of each Lender, each Revolving Credit Lender, each First-Lien Lender or each Second-Lien Lender, respectively (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders, Required Revolving Lenders, Required First-Lien Lenders and Required Second-Lien Lenders on substantially the same basis as the Commitments and extensions of credit thereunder on the date hereof and this Section may be amended to reflect such extension of credit); provided , further , that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agents, any Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, such Collateral Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (y)  Section 9.04(i) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification.
(c) Notwithstanding the foregoing, but subject to the terms of the Intercreditor Agreement, in addition to any credit extensions and related Incremental Amendments or
 
159

Refinancing Amendments effectuated without the consent of Lenders in accordance with Section 2.24 or Section 2.25 , as applicable, this Agreement (including this Section 9.08 and Section 2.17 ) may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and Fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new credit facilities.
(d) Notwithstanding the foregoing, (i) any amendment, modification, waiver of or consent with respect to any of the terms and provisions of Section 6.10 and related definitions as used in determining compliance with Section 6.10 shall be effective only with the written consent of the Required Revolving Lenders and the Borrowers and (ii) (x) subject to the Intercreditor Agreement, any amendment, modification, waiver of or consent with respect to any of the terms and provisions (and related definitions) of the Second-Lien Security Documents shall be effective only with the written consent of the Required Second-Lien Lenders and the Loan Parties that are party thereto and (y) any amendment, modification or waiver of, or consent with respect to Section 2.13(e) with respect to the application of any mandatory prepayment that results in a Class of Lenders being allocated a lesser repayment than such Class would otherwise have been entitled to in the absence of such amendment, modification or waiver, shall require the consent of the Required Term Lenders, the Required Revolving Lenders or Required Second-Lien Lenders, as applicable for such affected Class (except in the case where additional extensions of terms loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Closing Date).
(e) Each waiver, amendment, modification, supplement or consent made or given pursuant to this Section 9.08 shall be effective only in the specific instance and for the specific purpose for which given, and such waiver, amendment, modification or supplement shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments.
SECTION 9.09. Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such L/C Disbursement under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount shall have been received by such Lender.
 
160

SECTION 9.10. Entire Agreement . This Agreement, the Restatement Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of any Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Indemnitees, the Arrangers, the Related Parties of each of the Administrative Agent, the First-Lien Collateral Agent, the Issuing Banks and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.
SECTION 9.11. 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 9.11 .
SECTION 9.12. Severability . In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein 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 9.13. Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different 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 9.03 . Delivery of an executed signature page to this Agreement by facsimile transmission or portable document format (.pdf) shall be as effective as delivery of a manually signed counterpart of this Agreement.
SECTION 9.14. Headings . Article and Section headings and the Table of Contents 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.
 
161

SECTION 9.15. Jurisdiction; Consent to Service of Process . (a) Each of the parties hereto 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 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 Administrative Agent, the Collateral Agents, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrowers, Holdings or their respective properties in the courts of any jurisdiction.
(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 9.01 . 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 9.16. Confidentiality . Each of the Administrative Agent, the First-Lien Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ trustees, officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any Governmental Authority having jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process ( provided , that the Administrative Agent, the First-Lien Collateral Agent, such Issuing Bank or such Lender that discloses any Information pursuant to this clause (c)  shall provide the US Borrower with prompt notice of such disclosure to the extent permitted by applicable law), (d) to the extent reasonably necessary in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.16 (or as otherwise may be acceptable to the US Borrower), to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers, any subsidiary or any Affiliate thereof or any of their respective obligations, (f) with the written consent of the US
 
162

Borrower, (g) to any Rating Agency when required by it (it being understood that, prior to any such disclosure, such Rating Agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Person) or (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16 . For the purposes of this Section, “ Information ” shall mean all information received from the US Borrower or Holdings and related to the Borrowers or their business, other than any such information that is publicly available to the Administrative Agent, the First-Lien Collateral Agent, any Issuing Bank or any Lender, other than by reason of disclosure by Administrative Agent, the First-Lien Collateral Agent, any Issuing Bank or any Lender in breach of this Section 9.16 .
SECTION 9.17. Release of Collateral. The Lenders irrevocably authorize the First-Lien Agents (and the First-Lien Agents agree):
(a) to release any Lien on any property granted to or held by the First-Lien Collateral Agent or the Administrative Agent under any Loan Document (w) upon the Termination Date (and, concurrently therewith, to release all the Loan Parties from their obligations under the Loan Documents (other than those that specifically survive the Termination Date)), (x) that is sold (or disposed of) or to be sold (or disposed of) as part of or in connection with any sale or disposition permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (y) subject to Section 9.01 , if approved, authorized or ratified in writing by the Required Lenders, or (z) owned by a Subsidiary Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (iii) below;
(b) at the request of the US Borrower, to subordinate any Lien on any property granted to or held by the Administrative Agent or the First-Lien Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (f) , (i)  and (u)  of the definition of Permitted Liens;
(c) to release any Subsidiary Guarantor from its obligations under any Loan Document to which it is a party if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the New Senior Notes, the Senior Secured Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, any Junior Financing or any Other Pari Passu or Junior Lien Obligations and any Refinancing Indebtedness in respect of any of the foregoing unless and until such Guarantor is (or is being simultaneously) released from its guarantee with respect to the New Senior Notes, the Senior Secured Notes, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, such Junior Financing and any Refinancing Indebtedness in respect of any of the foregoing;
(d) to enter into the intercreditor arrangements contemplated by the definitions of “ Pari Passu Lien”, “Other Pari Passu or Junior Lien Obligations” and Permitted Second Priority Refinancing Debt or by Sections 2.24 and 2.25 ; and
(e) to release any shares of the Parent held by Holdings to the extent such shares are conveyed to the Strategic Investor in exchange for the Strategic Investor’s interests in TuTV LLC (which interests in TuTV LLC shall then be contributed to the US Borrower).
 
163

Upon request by any First-Lien Agent at any time, the Required Lenders will confirm in writing such First-Lien Agent’s authority to release or subordinate its interest in particular types or items of property, to release any Subsidiary Guarantor from its obligations under the Loan Documents or to enter into intercreditor arrangements, in each case, pursuant to this Section 9.17 . In each case as specified in this Section 9.17 , the relevant First-Lien Agent will, at the US Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Loan Documents, or to release such Loan Party from its obligations under the Loan Documents, in each case, in accordance with the terms of the Loan Documents and this Section 9.17 .
SECTION 9.18. USA PATRIOT Act Notice . Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers in accordance with the USA PATRIOT Act.
SECTION 9.19. Other Liens on Collateral; Terms of Intercreditor Agreement; Etc.
(a) PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
(b) EACH LENDER AUTHORIZES AND INSTRUCTION THE FIRST-LIEN COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF SUCH LENDER, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.
(c) THE PROVISIONS OF THIS SECTION 9.19 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT (AND NONE OF ITS AFFILIATES) MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.
(d) THE PROVISIONS OF THIS SECTION 9.19 SHALL APPLY WITH EQUAL FORCE MUTATIS MUTANDIS TO THE FIRST-LIEN INTERCREDITOR AGREEMENT, THE SECOND-LIEN INTERCREDITOR AGREEMENT AND ANY ADDITIONAL INTERCREDITOR AGREEMENT REFERRED TO IN SECTION 9.17(D) .
 
164

SECTION 9.20. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or any Hedging Obligation (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 9.20 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.
[The Remainder of This Page is Intentionally Left Blank]
 
165

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
UNIVISION OF PUERTO RICO INC.	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
DEUTSCHE BANK AG NEW YORK BRANCH, individually and as Administrative Agent, First-Lien Collateral Agent, Swingline Lender and Issuing Bank,	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
[OTHER LENDERS]	
[SIGNATURE PAGE TO AMENDED & RESTATED CREDIT AGREEMENT]

SCHEDULE 1.01(A)
SUBSIDIARY GUARANTORS
 
1.	Disa Latin Publishing, LLC	
 
2.	Disa LLC	
 
3.	Edimonsa Corporation	
 
4.	El Trato, Inc.	
 
5.	Fonohits Music Publishing, Inc.	
 
6.	Fonomusic, Inc.	
 
7.	Fonovisa, Inc.	
 
8.	Galavision, Inc.	
 
9.	HBCi, LLC	
 
10.	HPN Numbers, Inc.	
 
11.	KAKW License Partnership, L.P.	
 
12.	KCYT-FM License Corp.	
 
13.	KDTV License Partnership, G.P.	
 
14.	KECS-FM License Corp.	
 
15.	KESS-AM License Corp.	
 
16.	KESS-TV License Corp.	
 
17.	KFTV License Partnership, G.P.	
 
18.	KHCK-FM License Corp.	
 
19.	KICI-AM License Corp.	
 
20.	KICI-FM License Corp.	
 
21.	KLSQ-AM License Corp.	
 
22.	KLVE-FM License Corp.	

23.	KMEX License Partnership, G.P.	
 
24.	KMRT-AM License Corp.	
 
25.	KTNQ-AM License Corp.	
 
26.	KTVW License Partnership, G.P.	
 
27.	KUVI License Partnership, G.P.	
 
28.	KUVN License Partnership, L.P.	
 
29.	KUVS License Partnership, G.P.	
 
30.	KWEX License Partnership, L.P.	
 
31.	KXLN License Partnership, L.P.	
 
32.	License Corp. No. 1	
 
33.	License Corp. No. 2	
 
34.	Mi Casa Publications, Inc.	
 
35.	PTI Holdings, Inc.	
 
36.	Servicio de Informacion Programativa, Inc.	
 
37.	Spanish Coast-to-Coast Ltd.	
 
38.	Station Works, LLC	
 
39.	Sunshine Acquisition Corp.	
 
40.	T C Television, Inc.	
 
41.	Telefutura Albuquerque LLC	
 
42.	Telefutura Bakersfield LLC	
 
43.	Telefutura Boston LLC	
 
44.	Telefutura Chicago LLC	
 
45.	Telefutura D.C. LLC	
 
46.	Telefutura Dallas LLC	
 
2

47.	Telefutura Fresno LLC	
 
48.	Telefutura Houston LLC	
 
49.	Telefutura Los Angeles LLC	
 
50.	Telefutura Miami LLC	
 
51.	Telefutura Network	
 
52.	Telefutura of San Francisco, Inc.	
 
53.	Telefutura Orlando Inc.	
 
54.	Telefutura Partnership of Douglas	
 
55.	Telefutura Partnership of Flagstaff	
 
56.	Telefutura Partnership of Floresville	
 
57.	Telefutura Partnership of Phoenix	
 
58.	Telefutura Partnership of San Antonio	
 
59.	Telefutura Partnership of Tucson	
 
60.	Telefutura Sacramento LLC	
 
61.	Telefutura San Francisco LLC	
 
62.	Telefutura Southwest LLC	
 
63.	Telefutura Tampa LLC	
 
64.	Telefutura Television Group, Inc.	
 
65.	The Univision Network Limited Partnership	
 
66.	Tichenor License Corporation	
 
67.	TMS License California, Inc.	
 
68.	Univision Atlanta LLC	
 
69.	Univision Cleveland LLC	
 
70.	Univision Home Entertainment, Inc.	
 
3

71.	Univision Investments, Inc.	
 
72.	Univision Management Co.	
 
73.	Univision Music LLC	
 
74.	Univision Music, Inc.	
 
75.	Univision Network Puerto Rico Production LLC	
 
76.	Univision New York LLC	
 
77.	Univision of Atlanta Inc.	
 
78.	Univision of New Jersey Inc.	
 
79.	Univision of Puerto Rico Inc.	
 
80.	Univision of Raleigh, Inc.	
 
81.	Univision Online, Inc.	
 
82.	Univision Philadelphia LLC	
 
83.	Univision Puerto Rico Station Acquisition Company	
 
84.	Univision Puerto Rico Station Operating Company	
 
85.	Univision Puerto Rico Station Production Company	
 
86.	Univision Radio Broadcasting Puerto Rico, L.P.	
 
87.	Univision Radio Broadcasting Texas, L.P.	
 
88.	Univision Radio Corporate Sales, Inc.	
 
89.	Univision Radio Florida, LLC	
 
90.	Univision Radio Fresno, Inc.	
 
91.	Univision Radio GP, Inc.	
 
92.	Univision Radio Houston License Corporation	
 
93.	Univision Radio Illinois, Inc.	
 
94.	Univision Radio Investments, Inc.	
 
4

95.	Univision Radio Las Vegas, Inc.	
 
96.	Univision Radio License Corporation	
 
97.	Univision Radio Los Angeles, Inc.	
 
98.	Univision Radio Management Company, Inc.	
 
99.	Univision Radio New Mexico, Inc.	
 
100.	Univision Radio New York, Inc.	
 
101.	Univision Radio Phoenix, Inc.	
 
102.	Univision Radio Sacramento, Inc.	
 
103.	Univision Radio San Diego, Inc.	
 
104.	Univision Radio San Francisco, Inc.	
 
105.	Univision Radio Tower Company, Inc.	
 
106.	Univision Radio, Inc.	
 
107.	Univision Television Group, Inc.	
 
108.	Univision Texas Stations LLC	
 
109.	Univision-EV Holdings, LLC	
 
110.	UVN Texas L.P.	
 
111.	WADO Radio, Inc.	
 
112.	WADO-AM License Corp.	
 
113.	WGBO License Partnership, G.P.	
 
114.	WLII/WSUR License Partnership, G.P.	
 
115.	WLTV License Partnership, G.P.	
 
116.	WLXX-AM License Corp.	
 
117.	WPAT-AM License Corp.	
 
118.	WQBA-AM License Corp.	
 
5

119.	WQBA-FM License Corp.	
 
120.	Wurzburg, Inc.	
 
121.	WUVC License Partnership G.P.	
 
122.	WXTV License Partnership, G.P.	
 
6

SCHEDULE 1.01(B)
DISQUALIFIED INSTITUTIONS
None.

SCHEDULE 2.01
COMMITMENTS

 	  	Initial Term Loan
Commitment	 	  	Delayed Draw Term
Commitment	 	  	Revolving Loan
Commitment	 	  	Second-Lien	 	
Deutsche Bank AG New York Branch	  	$	1,470,000,000	  	  	$	94,500,000	  	  	$	165,500,000	  	  	$	100,000,000	  	
Bank of America, N.A.	  	$	1,470,000,000	  	  	$	94,500,000	  	  	$	115,500,000	  	  	$	100,000,000	  	
Credit Suisse, Cayman Islands Branch	  	$	1,330,000,000	  	  	$	85,500,000	  	  	$	104,500,000	  	  	$	150,000,000	  	
Wachovia Bank, N.A.	  	$	1,330,000,000	  	  	$	85,500,000	  	  	$	104,500,000	  	  	$	50,000,000	  	
The Royal Bank of Scotland Plc	  	$	700,000,000	  	  	$	45,000,000	  	  	$	55,000,000	  	  	$	50,000,000	  	
Lehman Commercial Paper Inc.	  	$	700,000,000	  	  	$	45,000,000	  	  	$	55,000,000	  	  	$	50,000,000	  	
Natixis	  				  				  	$	50,000,000	  	  				
Bank of Scotland	  				  				  	$	50,000,000	  	  				
CIT Lending Services Corporation	  				  				  	$	50,000,000	  	  				
TOTAL:	  	$	7,000,000,000	  	  	$	450,000,000	  	  	$	750,000,000	  	  	$	500,000,000	  	

NEWYORK 6034490 (2K)	

LENDER ADDRESSES

Lender	  	Address	
Deutsche Bank AG New York Branch	  	60 Wall Street
New York, NY 10005
Attention: Susan LeFevre
Telephone: (212) 250-6114
Telecopier: (212) 797-5692	
		
Bank of America, N.A.	  	100 North Tryon Street, NC1-007-17-15
Charlotte, NC 28255
Attention: David Strickert
Telephone: (704) 386-3798
Telecopier: (704) 719-8949	
		
Credit Suisse, Cayman Islands Branch	  	Eleven Madison Avenue
New York, NY 10010
Attention: Judy Smith
Telephone: (212) 538-2178
Telecopier: (646) 935-8215	
		
Wachovia Bank, N.A.	  	301 South College Street
Charlotte, NC 28288
Attention: Russ Lyons
Telephone: (704) 715-8096
Telecopier: (704) 383-6647	
		
The Royal Bank of Scotland Plc	  	101 Park Avenue
New York, NY 10178
Attention: Juanita Baird
Telephone: (212) 401-1420
Telecopier: (212) 401-1478	
		
Lehman Commercial Paper Inc.	  	High Yield Loan Portfolio Group
745 7th Avenue, 5th Floor
New York, NY 10019
Attention: Mike Masters
Telephone: (212) 526-3871
Telecopier: (212) 520-9212	

			
Natixis	  	1251 Avenue of the Americas, 34th Floor
New York, NY 10020
Attention: Elizabeth Harker
Telephone: (212) 872-5124
Telecopier: (212) 872-5163	
		
Bank of Scotland	  	1 Post Office Square – Suite 3750
Boston, MA 02109
Attention: Brendan Roche
Telephone: (617) 426-0033
Telecopier: (617) 426-1353	
		
CIT Lending Services Corporation	  	505 Fifth Avenue
New York, NY 10017
Attention: Shivani Sawhney
Telephone: (212) 771-1765
Telecopier: (212) 771-1764	
 
3

SCHEDULE 2.11
AMORTIZATION SCHEDULE
Original TL (per txn)

 	  	 	  	Dec-10
Q4’10	 	 	Mar-11
Q1’11	 	 	Jun-11
Q2’11	 	 	Sep-11
Q3’11	 	 	Dec-11
Q4’11	 	 	Mar-12
Q1’12	 	 	Jun-12
Q2’12	 	 	Sep-12
Q3’12	 	 	Dec-12
Q4’12	 	 	Mar-13
Q1’13	 	
.	  	Original TL amort	  	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
												
 	  	 	  	Jun-13
Q2’13	 	 	Sep-13
Q3’13	 	 	Dec-13
Q4’13	 	 	Mar-14
Q1’14	 	 	Jun-14
Q2’14	 	 	Sep-14
Q3’14	 	 	Dec-14
Q4’14	 	 	Mar-15
Q1’15	 	 	Jun-15
Q2’15	 	 	Sep-15
Q3’15	 	
	  	(con’t)	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	Remainder	  	 				 				 				 				
												
 	  	 	  	Dec-15
Q4’15	 	 	Mar-16
Q1’16	 	 	Jun-16
Q2’16	 	 	Sep-16
Q3’16	 	 	Dec-16
Q4’16	 	 	Mar-17
Q1’17	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	(con’t)	  				 				 				 				 				 				 				 				 				 				
Non-extending TL

 	  	 	  	Dec-10
Q4’10	 	 	Mar-11
Q1’11	 	 	Jun-11
Q2’11	 	 	Sep-11
Q3’11	 	 	Dec-11
Q4’11	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	
	  	Opening balance	  	 	1,189,691,222.88	  	 	 	1,182,255,652.74	  	 	 	1,174,820,082.60	  	 	 	1,167,384,512.45	  	 	 	1,159,948,942.31	  	
	  	(-) Amortization	  	 	(7,435,570.14	)  	 	 	(7,435,570.14	)  	 	 	(7,435,570.14	)  	 	 	(7,435,570.14	)  	 	 	(7,435,570.14	)  	
126,479,709.83	  	(+) Credit from paydown	  	 	7,435,570.14	  	 	 	7,435,570.14	  	 	 	7,435,570.14	  	 	 	7,435,570.14	  	 	 	7,435,570.14	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	  	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	1,182,255,652.74	  	 	 	1,174,820,082.60	  	 	 	1,167,384,512.45	  	 	 	1,159,948,942.31	  	 	 	1,152,513,372.17	  	
	  	Effective amortization%	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	

 	  	 	  	Mar-12
Q1’12	 	 	Jun-12
Q2’12	 	 	Sep-12
Q3’12	 	 	Dec-12
Q4’12	 	 	Mar-13
Q1’13	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	1,152,513,372.17	  	 	 	1,145,077,802.03	  	 	 	1,142,103,573.97	  	 	 	1,139,129,345.91	  	 	 	1,136,155,117.85	  	
	  	(-) Amortization	  	 	(7,435,570.14	)  	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	
(con’t)	  	(+) Credit from paydown	  	 	7,435,570.14	  	 	 	2,974,228.06	  	 	 	2,974,228.06	  	 	 	2,974,228.06	  	 	 	2,974,228.06	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	  	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	1,145,077,802.03	  	 	 	1,142,103,573.97	  	 	 	1,139,129,345.91	  	 	 	1,136,155,117.85	  	 	 	1,133,180,889.80	  	
	  	Effective amortization%	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	

 	  	 	 	Jun-13
Q2’13	 	 	Sep-13
Q3’13	 	 	Dec-13
Q4’13	 	 	Mar-14
Q1’14	 	 	Jun-14
Q2’14	 	 	Sep-14
Q3’14	 	
	  	Original TL amort	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 				
	  	Opening balance	 	 	1,133,180,889.80	  	 	 	1,130,206,661.74	  	 	 	1,127,232,433.68	  	 	 	1,124,258,205.63	  	 	 	1,121,283,977.57	  	 	 	1,118,309,749.51	  	
	  	(-) Amortization	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	 	 	(2,974,228.06	)  	 	 	(1,118,309,749.51	)  	
(con’t)	  	(+) Credit from paydown	 	 	2,974,228.06	  	 	 	2,974,228.06	  	 	 	2,974,228.06	  	 	 	2,974,228.06	  	 	 	2,974,228.06	  	 	 	55,098,236.45	  	
	  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	(1,063,211,513.06	)  	
	  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	 	 	1,130,206,661.74	  	 	 	1,127,232,433.68	  	 	 	1,124,258,205.63	  	 	 	1,121,283,977.57	  	 	 	1,118,309,749.51	  	 	 	0.00	  	
	  	Effective amortization%	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	100.000	%  	

New Extended B1

 	  	 	  	Dec-10
Q4’10	 	 	Mar-11
Q1’11	 	 	Jun-11
Q2’11	 	 	Sep-11
Q3’11	 	 	Dec-11
Q4’11	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	
	  	Opening balance	  	 	480,268,820.37	  	 	 	477,267,140.24	  	 	 	474,265,460.12	  	 	 	471,263,779.99	  	 	 	468,262,099.86	  	
	  	(-) Amortization	  	 	(3,001,680.13	)  	 	 	(3,001,680.13	)  	 	 	(3,001,680.13	)  	 	 	(3,001,680.13	)  	 	 	(3,001,680.13	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	477,267,140.24	  	 	 	474,265,460.12	  	 	 	471,263,779.99	  	 	 	468,262,099.86	  	 	 	465,260,419.73	  	

 	  	 	  	Mar-12
Q1’12	 	 	Jun-12
Q2’12	 	 	Sep-12
Q3’12	 	 	Dec-12
Q4’12	 	 	Mar-13
Q1’13	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	465,260,419.73	  	 	 	462,258,739.61	  	 	 	461,058,067.56	  	 	 	459,857,395.50	  	 	 	458,656,723.45	  	
(con’t)	  	(-) Amortization	  	 	(3,001,680.13	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	462,258,739.61	  	 	 	461,058,067.56	  	 	 	459,857,395.50	  	 	 	458,656,723.45	  	 	 	457,456,051.40	  	

New Extended B1 (continued)

 	  	 	  	Jun-13
Q2’13	 	 	Sep-13
Q3’13	 	 	Dec-13
Q4’13	 	 	Mar-14
Q1’14	 	 	Jun-14
Q2’14	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	457,456,051.40	  	 	 	456,255,379.35	  	 	 	455,054,707.30	  	 	 	453,854,035.25	  	 	 	452,653,363.20	  	
(con’t)	  	(-) Amortization	  	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	456,255,379.35	  	 	 	455,054,707.30	  	 	 	453,854,035.25	  	 	 	452,653,363.20	  	 	 	451,452,691.15	  	

 	  	 	  	Sep-14
Q3’14	 	 	Dec-14
Q4’14	 	 	Mar-15
Q1’15	 	 	Jun-15
Q2’15	 	 	Sep-15
Q3’15	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	451,452,691.15	  	 	 	450,252,019.10	  	 	 	449,051,347.05	  	 	 	447,850,675.00	  	 	 	446,650,002.94	  	
(con’t)	  	(-) Amortization	  	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	450,252,019.10	  	 	 	449,051,347.05	  	 	 	447,850,675.00	  	 	 	446,650,002.94	  	 	 	445,449,330.89	  	

 	  	 	  	Dec-15
Q4’15	 	 	Mar-16
Q1’16	 	 	Jun-16
Q2’16	 	 	Sep-16
Q3’16	 	 	Dec-16
Q4’16	 	 	Mar-17
Q1’17	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	Bullet	  	
	  	Opening balance	  	 	445,449,330.89	  	 	 	444,248,658.84	  	 	 	443,047,986.79	  	 	 	441,847,314.74	  	 	 	440,646,642.69	  	 	 	439,445,970.64	  	
(con’t)	  	(-) Amortization	  	 	(1,200,67 2.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(1,200,672.05	)  	 	 	(439,445,970.64	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	444,248,658.84	  	 	 	443,047,986.79	  	 	 	441,847,314.74	  	 	 	440,646,642.69	  	 	 	439,445,970.64	  	 	 	0.00	  	
New Extended B2

 	  	 	  	Dec-10
Q4’10	 	 	Mar-11
Q1’11	 	 	Jun-11
Q2’11	 	 	Sep-11
Q3’11	 	 	Dec-11
Q4’11	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	
	  	Opening balance	  	 	5,686,039,956.75	  	 	 	5,650,502,207.02	  	 	 	5,614,964,457.29	  	 	 	5,579,426,707.56	  	 	 	5,543,888,957.83	  	
	  	(-) Amortization	  	 	(35,537,749.73	)  	 	 	(35,537,749.73	)  	 	 	(35,537,749.73	)  	 	 	(35,537,749.73	)  	 	 	(35,537,749.73	)  	
603,520,290.17	  	(+) Credit from paydown	  	 	35,537,749.73	  	 	 	35,537,749.73	  	 	 	35,537,749.73	  	 	 	35,537,749.73	  	 	 	35,537,749.73	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	  	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	5,650,502,207.02	  	 	 	5,614,964,457.29	  	 	 	5,579,426,707.56	  	 	 	5,543,888,957.83	  	 	 	5,508,351,208.10	  	
	  	Effective amortization	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	

 	  	 	  	Mar-12
Q1’12	 	 	Jun-12
Q2’12	 	 	Sep-12
Q3’12	 	 	Dec-12
Q4’12	 	 	Mar-13
Q1’13	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	5,508,351,208.10	  	 	 	5,472,813,458.37	  	 	 	5,458,598,358.48	  	 	 	5,444,383,258.58	  	 	 	5,430,168,158.69	  	
	  	(-) Amortization	  	 	(35,537,749.73	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	
(con’t)	  	(+) Credit from paydown	  	 	35,537,749.73	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	  	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	5,472,813,458.37	  	 	 	5,458,598,358.48	  	 	 	5,444,383,258.58	  	 	 	5,430,168,158.69	  	 	 	5,415,953,058.80	  	
	  	Effective amortization	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	

 	  	 	  	Jun-13
Q2’13	 	 	Sep-13
Q3’13	 	 	Dec-13
Q4’13	 	 	Mar-14
Q1’14	 	 	Jun-14
Q2’14	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	5,415,953,058.80	  	 	 	5,401,737,958.91	  	 	 	5,387,522,859.02	  	 	 	5,373,307,759.12	  	 	 	5,359,092,659.23	  	
	  	(-) Amortization	  	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	
(con’t)	  	(+) Credit from paydown	  	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	  	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	5,401,737,958.91	  	 	 	5,387,522,859.02	  	 	 	5,373,307,759.12	  	 	 	5,359,092,659.23	  	 	 	5,344,877,559.34	  	
	  	Effective amortization	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	

 	  	 	  	Sep-14
Q3’14	 	 	Dec-14
Q4’14	 	 	Mar-15
Q1’15	 	 	Jun-15
Q2’15	 	 	Sep-15
Q3’15	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	5,344,877,559.34	  	 	 	5,330,662,459.45	  	 	 	5,316,447,359.56	  	 	 	5,302,232,259.67	  	 	 	5,288,017,159.77	  	
	  	(-) Amortization	  	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14, 215,099.89	)  	
(con’t)	  	(+) Credit from paydown	  	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	  	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	5,330,662,459.45	  	 	 	5,316,447,359.56	  	 	 	5,302,232,259.67	  	 	 	5,288,017,159.77	  	 	 	5,273,802,059.88	  	
	  	Effective amortization	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	

New Extended B2 (continued)

 	  	 	 	Dec-15
Q4’15	 	 	Mar-16
Q1’16	 	 	Jun-16
Q2’16	 	 	Sep-16
Q3’16	 	 	Dec-16
Q4’16	 	 	Mar-17
Q1’17	 	
	  	Original TL amort	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	Bullet	  	
	  	Opening balance	 	 	5,273,802,059.88	  	 	 	5,259,586,959.99	  	 	 	5,245,371,860.10	  	 	 	5,231,156,760.21	  	 	 	5,216,941,660.31	  	 	 	5,202,726,560.42	  	
	  	(-) Amortization	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(14,215,099.89	)  	 	 	(5,202,726,560.42	)  	
(con’t)	  	(+) Credit from paydown	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	14,215,099.89	  	 	 	120,206,893.85	  	
	  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Actual cash amortization (net)	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	0.00	  	 	 	(5,082,519,666.57	)  	
	  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	 	 	5,259,586,959.99	  	 	 	5,245,371,860.10	  	 	 	5,231,156,760.21	  	 	 	5,216,941,660.31	  	 	 	5,202,726,560.42	  	 	 	(0.00	) 	
	  	Effective amortization	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	100.000	%  	
New Termed-out RCF

 	  	 	  	Dec-10	 	 	Mar-11	 	 	Jun-11	 	 	Sep-11	 	 	Dec-11	 	
 	  	 	  	Q4’10	 	 	Q1’11	 	 	Q2’11	 	 	Q3’11	 	 	Q4’11	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	 	 	0.625	% 	
	  	Opening balance	  	 	137,006,779.00	  	 	 	136,150,486.63	  	 	 	135,294,194.26	  	 	 	134,437,901.89	  	 	 	133,581,609.53	  	
	  	(-) Amortization	  	 	(856,292.37	)  	 	 	(856,292.37	)  	 	 	(856,292.37	)  	 	 	(856,292.37	)  	 	 	(856,292.37	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	136,150,486.63	  	 	 	135,294,194.26	  	 	 	134,437,901.89	  	 	 	133,581,609.53	  	 	 	132,725,317.16	  	

 	  	 	  	Mar-12	 	 	Jun-12	 	 	Sep-12	 	 	Dec-12	 	 	Mar-13	 	
 	  	 	  	Q1’12	 	 	Q2’12	 	 	Q3’12	 	 	Q4’12	 	 	Q1’13	 	
	  	Original TL amort	  	 	0.625	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	132,725,317.16	  	 	 	131,869,024.79	  	 	 	131,526,507.84	  	 	 	131,183,990.89	  	 	 	130,841,473.95	  	
(con’t)	  	(-) Amortization	  	 	(856,292.37	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	131,869,024.79	  	 	 	131,526,507.84	  	 	 	131,183,990.89	  	 	 	130,841,473.95	  	 	 	130,498,957.00	  	

 	  	 	  	Jun-13	 	 	Sep-13	 	 	Dec-13	 	 	Mar-14	 	 	Jun-14	 	
 	  	 	  	Q2’13	 	 	Q3’13	 	 	Q4’13	 	 	Q1’14	 	 	Q2’14	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	130,498,957.00	  	 	 	130,156,440.05	  	 	 	129,813,923.10	  	 	 	129,471,406.16	  	 	 	129,128,889.21	  	
(con’t)	  	(-) Amortization	  	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	130,156,440.05	  	 	 	129,813,923.10	  	 	 	129,471,406.16	  	 	 	129,128,889.21	  	 	 	128,786,372.26	  	

 	  	 	  	Sep-14	 	 	Dec-14	 	 	Mar-15	 	 	Jun-15	 	 	Sep-15	 	
 	  	 	  	Q3’14	 	 	Q4’14	 	 	Q1’15	 	 	Q2’15	 	 	Q3’15	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	
	  	Opening balance	  	 	128,786,372.26	  	 	 	128,443,855.31	  	 	 	128,101,338.37	  	 	 	127,758,821.42	  	 	 	127,416,304.47	  	
(con’t)	  	(-) Amortization	  	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	128,443,855.31	  	 	 	128,101,338.37	  	 	 	127,758,821.42	  	 	 	127,416,304.47	  	 	 	127,073,787.52	  	

 	  	 	  	Dec-15	 	 	Mar-16	 	 	Jun-16	 	 	Sep-16	 	 	Dec-16	 	 	Mar-17	 	
 	  	 	  	Q4’15	 	 	Q1’16	 	 	Q2’16	 	 	Q3’16	 	 	Q4’16	 	 	Q1’17	 	
	  	Original TL amort	  	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	0.250	% 	 	 	Bullet	  	
	  	Opening balance	  	 	127,073,787.52	  	 	 	126,731,270.58	  	 	 	126,388,753.63	  	 	 	126,046,236.68	  	 	 	125,703,719.73	  	 	 	125,361,202.79	  	
(con’t)	  	(-) Amortization	  	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	(342,516.95	)  	 	 	( 342,516.95	)  	 	 	(125,361,202.79	)  	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	126,731,270.58	  	 	 	126,388,753.63	  	 	 	126,046,236.68	  	 	 	125,703,719.73	  	 	 	125,361,202.79	  	 	 	(0.00	) 	

Total Ext. TL

 	  	 	  	Dec-10	 	 	Mar-11	 	 	Jun-11	 	 	Sep-11	 	 	Dec-11	 	
 	  	 	  	Q4’10	 	 	Q1’11	 	 	Q2’11	 	 	Q3’11	 	 	Q4’11	 	
	  	Opening balance	  	 	6,303,315,556.12	  	 	 	6,263,919,833.89	  	 	 	6,224,524,111.66	  	 	 	6,185,128,389.44	  	 	 	6,145,732,667.21	  	
	  	(-) Credited Amortization	  	 	(39,395,722.23	) 	 	 	(39,395,722.23	) 	 	 	(39,395,722.23	) 	 	 	(39,395,722.23	) 	 	 	(39,395,722.23	) 	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	  	Ending balance	  	 	6,263,919,833.89	  	 	 	6,224,524,111.66	  	 	 	6,185,128,389.44	  	 	 	6,145,732,667.21	  	 	 	6,106,336,944.99	  	
							
	  	(-) Cash Amortization	  	 	(3,857,972.50	)  	 	 	(3,857,972.50	)  	 	 	(3,857,972.50	)  	 	 	(3,857,972.50	)  	 	 	(3,857,972.50	)  	
	  	Effective amortization%	  	 	0.061	%  	 	 	0.061	%  	 	 	0.061	%  	 	 	0.061	%  	 	 	0.061	%  	

Total Ext. TL (continued)

 	  	 	  	Mar-12	 	 	Jun-12	 	 	Sep-12	 	 	Dec-12	 	 	Mar-13	 	
 	  	 	  	Q1’12	 	 	Q2’12	 	 	Q3’12	 	 	Q4’12	 	 	Q1’13	 	
	  	Opening balance	  	 	6,106,336,944.99	  	 	 	6,066,941,222.76	  	 	 	6,051,182,933.87	  	 	 	6,035,424,644.98	  	 	 	6,019,666,356.09	  	
	  	(-) Credited Amortization	  	 	(39,395,722.23	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(con’t)	  	Ending balance	  	 	6,066,941,222.76	  	 	 	6,051,182,933.87	  	 	 	6,035,424,644.98	  	 	 	6,019,666,356.09	  	 	 	6,003,908,067.20	  	
							
	  	(-) Cash Amortization	  	 	(3,857,972.50	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	
	  	Effective amortization%	  	 	0.061	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	

 	  	 	  	Jun-13	 	 	Sep-13	 	 	Dec-13	 	 	Mar-14	 	 	Jun-14	 	
 	  	 	  	Q2’13	 	 	Q3’13	 	 	Q4’13	 	 	Q1’14	 	 	Q2’14	 	
	  	Opening balance	  	 	6,003,908,067.20	  	 	 	5,988,149,778.31	  	 	 	5,972,391,489.42	  	 	 	5,956,633,200.53	  	 	 	5,940,874,911.64	  	
	  	(-) Credited Amortization	  	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(con’t)	  	Ending balance	  	 	5,988,149,778.31	  	 	 	5,972,391,489.42	  	 	 	5,956,633,200.53	  	 	 	5,940,874,911.64	  	 	 	5,925,116,622.75	  	
							
	  	(-) Cash Amortization	  	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	
	  	Effective amortization%	  	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	

 	  	 	  	Sep-14	 	 	Dec-14	 	 	Mar-15	 	 	Jun-15	 	 	Sep-15	 	
 	  	 	  	Q3’14	 	 	Q4’14	 	 	Q1’15	 	 	Q2’15	 	 	Q3’15	 	
	  	Opening balance	  	 	5,925,116,622.75	  	 	 	5,909,358,333.86	  	 	 	5,893,600,044.97	  	 	 	5,877,841,756.08	  	 	 	5,862,083,467.19	  	
	  	(-) Credited Amortization	  	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15, 758,288.89	) 	
	  		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(con’t)	  	Ending balance	  	 	5,909,358,333.86	  	 	 	5,893,600,044.97	  	 	 	5,877,841,756.08	  	 	 	5,862,083,467.19	  	 	 	5,846,325,178.30	  	
							
	  	(-) Cash Amortization	  	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	
	  	Effective amortization%	  	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	

 	  	 	 	Dec-15	 	 	Mar-16	 	 	Jun-16	 	 	Sep-16	 	 	Dec-16	 	 	Mar-17	 	
 	  	 	 	Q4’15	 	 	Q1’16	 	 	Q2’16	 	 	Q3’16	 	 	Q4’16	 	 	Q1’17	 	
	  	Opening balance	 	 	5,846,325,178.30	  	 	 	5,830,566,889.41	  	 	 	5,814,808,600.52	  	 	 	5,799,050,311.63	  	 	 	5,783,292,022.74	  	 	 	5,767,533,733.85	  	
	  	(-) Credited Amortization	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(15,758,288.89	) 	 	 	(5,767,533,733.85	) 	
	  		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(con’t)	  	Ending balance	 	 	5,830,566,889.41	  	 	 	5,814,808,600.52	  	 	 	5,799,050,311.63	  	 	 	5,783,292,022.74	  	 	 	5,767,533,733.85	  	 	 	0.00	  	
								
	  	(-) Cash Amortization	 	 	(1,543,18 9.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(1,543,189.00	)  	 	 	(5,647,326,840.00	)  	
	  	Effective amortization%	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	0.024	%  	 	 	89.593	%  	

 	 	Ext. TL B1	 	 	Ext. TL B1	 	 	Ext. TL B2	 	 	Termed-Out RCF	 	 	Total Ext. TL	 	
2010	 				 	 	(3,001,680.13	) 	 				 	 	(856,292.37	) 	 	 	(3,857,972.50	) 	
2011	 				 	 	(12,006,720.51	) 	 				 	 	(3,425,169.48	) 	 	 	(15,431,889.98	) 	
2012	 				 	 	(6,603,696.28	) 	 				 	 	(1,883,843.21	) 	 	 	(8,487,539.49	) 	
2013	 				 	 	(4,802,688.20	) 	 				 	 	(1,370,067.79	) 	 	 	(6,172,755.99	) 	
2014	 	 	(1,063,211,513.06	) 	 	 	(4,802,688.20	) 	 				 	 	(1,370,067.79	) 	 	 	(6,172,755.99	) 	
2015	 				 	 	(4,802,688.20	) 	 				 	 	(1,370,067.79	) 	 	 	(6,172,755.99	) 	
2016	 				 	 	(4,802,688.20	) 	 				 	 	(1,370,067.79	) 	 	 	(6,172,755.99	) 	
2017	 				 	 	(439,445,970.64	) 	 	 	(5,082,519,666.57	) 	 	 	(125,361,202.79	) 	 	 	(5,647,326,840.00	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	(1,063,211,513.06	) 	 	 	(480,268,820.37	) 	 	 	(5,082,519,666.57	) 	 	 	(137,006,779.00	) 	 	 	(5,699,795,265.94	) 	

SCHEDULE 3.08
SUBSIDIARIES

 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
1.	  	Amanecer Servicios Professionales, S. de R.L.*	  	Mexico	  	DISA LLC	  	 	99.99	% 	
	  		  		  	Edimonsa Corporation	  	 	0.01	% 	
					
2.	  	D Disa Latin Music, S. de R.L.*	  	Mexico	  	DISA LLC	  	 	99.99	% 	
	  		  		  	Edimonsa Corporation	  	 	0.01	% 	
					
3.	  	Disa Latin Publishing, LLC	  	Delaware	  	DISA LLC	  	 	100	% 	
					
4.	  	Disa Holdco LLC*	  	Delaware	  	UCI	  	 	100	% 	
					
5.	  	Disa LLC	  	Delaware	  	UMI	  	 	50	% 	
	  		  		  	DISA Holdco LLC	  	 	50	% 	
					
6.	  	Edimonsa Corporation	  	Texas	  	DISA LLC	  	 	100	% 	
					
7.	  	Edimonsa EM, S. de R.L*	  	Mexico	  	DISA LLC	  	 	99.99	% 	
	  		  		  	Edimonsa Corporation	  	 	0.01	% 	
					
8.	  	El Trato, Inc.	  	Delaware	  	Wurzburg, Inc.	  	 	100	% 	
					
9.	  	Fonohits Music Publishing, Inc.	  	California	  	FMI	  	 	100	% 	
					
10.	  	Fonomusic, Inc. (“FMI”)	  	California	  	FVI	  	 	100	% 	
					
11.	  	Fonovisa, Inc. (“FVI”)	  	California	  	UMLLC	  	 	99.99	% 	
	  		  		  	UMGM	  	 	.01	% 	
					
12.	  	Galavision, Inc.	  	Delaware	  	UCI	  	 	100	% 	
					
13.	  	HBCi, LLC	  	Delaware	  	URI	  	 	100	% 	
					
14.	  	HPN Numbers, Inc.	  	Delaware	  	UTG	  	 	100	% 	
					
15.	  	KAKW License Partnership, L.P.	  	California	  	UTG	  	 	0.9	% 	
	  		  		  	PTIH	  	 	0.1	% 	
	  		  		  	UTSLLC	  	 	99	% 	
					
16.	  	KCYT-FM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
17.	  	KDTV License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
18.	  	KECS-FM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
19.	  	KESS-AM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
20.	  	KESS-TV License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
21.	  	KFTV License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
22.	  	KHCK-FM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	

											
 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
23.	  	KICI-AM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
24.	  	KICI-FM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
25.	  	KLSQ-AM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
26.	  	KLVE-FM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
27.	  	KMEX License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
28.	  	KMRT-AM License Corp.	  	Delaware	  	UR Illinois	  	 	100	% 	
					
29.	  	KTNQ-AM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
30.	  	KTVW License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
31.	  	KUVI License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
32.	  	KUVN License Partnership, L.P.	  	California	  	GP: UTG	  	 	0.9	% 	
	  		  		  	LP: PTIH	  	 	0.1	% 	
	  		  		  	LP: UTSLLC	  	 	99	% 	
					
33.	  	KUVS License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
34.	  	KWEX License Partnership, L.P	  	California	  	GP: UTG	  	 	0.9	% 	
	  		  		  	LP: PTIH	  	 	0.1	% 	
	  		  		  	LP: UTSLLC	  	 	99	% 	
					
35.	  	KXLN License Partnership, L.P.	  	California	  	GP: UTG	  	 	0.9	% 	
	  		  		  	LP: PTIH	  	 	0.1	% 	
	  		  		  	LP: UTSLLC	  	 	99	% 	
					
36.	  	License Corp. No. 1	  	Florida	  	UR Florida	  	 	100	% 	
					
37.	  	License Corp. No. 2	  	Florida	  	UR Florida	  	 	100	% 	
					
38.	  	Mi Casa Publications, Inc.	  	California	  	UR Los Angeles	  	 	100	% 	
					
39.	  	Notivision, S.A. de C.V.*	  	Mexico	  	UOL	  	 	90	% 	
	  		  		  	UCI	  	 	10	% 	
					
40.	  	PTI Holdings, Inc. (“PTIH”)	  	Delaware	  	UCI	  	 	100	% 	
					
41.	  	Rawhide Radio, LLC*	  	Texas	  	UR Investments	  	 	75.5	% 	
	  		  		  	Palmetto Radio Group, Inc.	  	 	24.5	% 	
					
42.	  	Servicio de Informacion Programativa, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
43.	  	Songs of Univision, Inc.*	  	Delaware	  	UMLLC	  	 	100	% 	
					
44.	  	Spanish Coast-to-Coast Ltd.	  	Delaware	  	URI	  	 	100	% 	
 
5

											
 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
45.	  	Station Works, LLC	  	Delaware	  	TTG	  	 	100	% 	
					
46.	  	Sunshine Acquisition Corp. (“SAC”)	  	California	  	UCI	  	 	100	% 	
					
47.	  	T C Television, Inc.	  	Texas	  	UR Illinois	  	 	100	% 	
					
48.	  	Telefutura Albuquerque LLC	  	Delaware	  	TTG	  	 	100	% 	
					
49.	  	Telefutura Bakersfield LLC	  	Delaware	  	TTG	  	 	100	% 	
					
50.	  	Telefutura Boston LLC	  	Delaware	  	TTG	  	 	100	% 	
					
51.	  	Telefutura Chicago LLC	  	Delaware	  	TTG	  	 	100	% 	
					
52.	  	Telefutura D.C. LLC	  	Delaware	  	TTG	  	 	100	% 	
					
53.	  	Telefutura Dallas LLC	  	Delaware	  	TTG	  	 	100	% 	
					
54.	  	Telefutura Fresno LLC	  	Delaware	  	TTG	  	 	100	% 	
					
55.	  	Telefutura Houston LLC	  	Delaware	  	TTG	  	 	100	% 	
					
56.	  	Telefutura Los Angeles LLC	  	Delaware	  	TTG	  	 	100	% 	
					
57.	  	Telefutura Miami LLC	  	Delaware	  	TTG	  	 	100	% 	
					
58.	  	Telefutura Network (“TIN”)	  	Delaware	  	UCI	  	 	100	% 	
					
59.	  	Telefutura of San Francisco, Inc. (“TSF”)	  	Delaware	  	TTG	  	 	100	% 	
					
60.	  	Telefutura Orlando Inc. (“TO”)	  	Delaware	  	TTG	  	 	100	% 	
					
61.	  	Telefutura Partnership of Douglas	  	Delaware	  	GP: TTG	  	 	99	% 	
	  		  		  	GP: SWLLC	  	 	1	% 	
					
62.	  	Telefutura Partnership of Flagstaff	  	Delaware	  	GP: TTG	  	 	99	% 	
	  		  		  	GP: SWLLC	  	 	1	% 	
					
63.	  	Telefutura Partnership of Floresville	  	Delaware	  	GP: TTG	  	 	99	% 	
	  		  		  	GP: SWLLC	  	 	1	% 	
					
64.	  	Telefutura Partnership of Phoenix	  	Delaware	  	GP: TTG	  	 	99	% 	
	  		  		  	GP: SWLLC	  	 	1	% 	
					
65.	  	Telefutura Partnership of San Antonio	  	Delaware	  	GP: TTG	  	 	99	% 	
	  		  		  	GP: SWLLC	  	 	1	% 	
					
66.	  	Telefutura Partnership of Tucson	  	Delaware	  	GP: TTG	  	 	99	% 	
	  		  		  	GP: SWLLC	  	 	1	% 	
					
67.	  	Telefutura Sacramento LLC	  	Delaware	  	TTG	  	 	100	% 	
					
68.	  	Telefutura San Francisco LLC	  	Delaware	  	TSF	  	 	100	% 	
					
69.	  	Telefutura Southwest LLC (“SWLLC”)	  	Delaware	  	TTG	  	 	100	% 	
 
6

											
 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
70.	  	Telefutura Tampa LLC	  	Delaware	  	TTG	  	 	100	% 	
					
71.	  	Telefutura Television Group, Inc. (“TTG”)	  	Delaware	  	UCI	  	 	100	% 	
					
72.	  	The Univision Network Limited Partnership	  	Delaware	  	GP: UCI	  	 	71.85	% 	
	  		  		  	LP: SAC	  	 	28.15	% 	
					
73.	  	Tichenor License Corporation	  	Texas	  	UR Illinois	  	 	100	% 	
					
74.	  	TMS License California, Inc.	  	Delaware	  	UR San Francisco	  	 	100	% 	
					
75.	  	Univision Atlanta LLC	  	Delaware	  	UA	  	 	100	% 	
					
76.	  	Univision Cleveland LLC	  	Delaware	  	UTG	  	 	100	% 	
					
77.	  	Univision-EV Holdings, LLC	  	Delaware	  	UII	  	 	100	% 	
					
78.	  	Univision Home Entertainment, Inc.	  	Delaware	  	UCI	  	 	100	% 	
					
79.	  	Univision Investments, Inc.	  	Delaware	  	UTG	  	 	100	% 	
					
80.	  	Univision Management Co.	  	Delaware	  	UCI	  	 	100	% 	
					
81.	  	Univision Melodies, Inc.*	  	Delaware	  	UMLLC	  	 	100	% 	
					
82.	  	Univision Music Group Mexico S.A. de C.V.*	  	Mexico	  	UMI	  	 	99.99	% 	
	  		  		  	FVI	  	 	.01	% 	
					
83.	  	Univision Music LLC (“UMLLC”)	  	Delaware	  	Class A Members:	  				
	  		  		  	UMI	  	 	98	% 	
	  		  		  	UCI	  	 	1	% 	
	  		  		  	Class B Member:	  	 	1	% 1  	
	  		  		  	Diari, Inc. (Behar)	  				
					
84.	  	Univision Music Publishing Mexico S.A. de C.V. *	  	Mexico	  	UMI	  	 	99.99	% 	
	  		  		  	FVI	  	 	.01	% 	
					
85.	  	Univision Music, Inc. (“UMI”)	  	Delaware	  	UCI	  	 	100	% 	
					
86.	  	Univision Network Puerto Rico Production LLC	  	Delaware	  	The Univision Network Limited Partnership	  	 	100	% 	
					
87.	  	Univision New York LLC	  	Delaware	  	UNJ	  	 	100	% 	
					
88.	  	Univision of Atlanta Inc. (“UA”)	  	Delaware	  	UTG	  	 	100	% 	
					
89.	  	Univision of New Jersey Inc. (“UNJ”)	  	Delaware	  	UTG	  	 	100	% 	
					
90.	  	Univision of Puerto Rico Inc.	  	Delaware	  	Opco	  	 	100	% 	

1  	After defined term “last day of term”, which includes 3/31/06, ownership becomes UMI: 79%; UCI: I%; and Diara, Inc (Behar): 20%	
 
7

											
 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
91.	  	Univision of Raleigh, Inc. (“UR”)	  	North Carolina	  	UTG	  	 	100	% 	
					
92.	  	Univision Online, Inc. (“UOL”)	  	Delaware	  	UCI	  	 	100	% 	
					
93.	  	Univision Philadelphia LLC	  	Delaware	  	UNJ	  	 	100	% 	
					
94.	  	Univision Puerto Rico Station Acquisition Company (“Holdco”)	  	Delaware	  	UCI	  	 	100	% 	
					
95.	  	Univision Puerto Rico Station Operating Company (“Opco”)	  	Delaware	  	Holdco	  	 	100	% 	
					
96.	  	Univision Puerto Rico Station Production Company	  	Delaware	  	Opco	  	 	100	% 	
					
97.	  	Univision Radio, Inc. (“URI”)	  	Delaware	  	UCI	  				
					
98.	  	Univision Radio Broadcasting Puerto Rico, L.P. (“URBPRLP”)	  	Delaware	  	URI	  	 	90	% 	
	  		  		  	URGPI	  	 	10	% 	
					
99.	  	Univision Radio Broadcasting Texas, L.P.	  	Texas	  	UR Illinois	  	 	99	% 	
	  		  		  	URGPI	  	 	1.0	% 	
					
100.	  	Univision Radio Corporate Sales, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
101.	  	Univision Radio Florida, LLC	  	Delaware	  	UR Los Angeles	  	 	100	% 	
					
102.	  	Univision Radio Fresno, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
103.	  	Univision Radio GP, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
104.	  	Univision Radio Houston License Corporation	  	Delaware	  	URI	  	 	100	% 	
					
105.	  	Univision Radio Illinois, Inc. (“UR Illinois”)	  	Delaware	  	URI	  	 	100	% 	
					
106.	  	Univision Radio Investments, Inc. (“UR Investments”)	  	Delaware	  	URI	  	 	100	% 	
					
107.	  	Univision Radio Las Vegas, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
108.	  	Univision Radio License Corporation	  	Delaware	  	URI	  	 	100	% 	
					
109.	  	Univision Radio Los Angeles, Inc. (“UR Los Angeles”)	  	California	  	URI	  	 	100	% 	
					
110.	  	Univision Radio Management Company, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
111.	  	Univision Radio New Mexico, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
112.	  	Univision Radio New York, Inc.	  	Delaware	  	URI	  	 	100	% 	
 
8

											
 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
113.	  	Univision Radio Phoenix, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
114.	  	Univision Radio Puerto Rico, Inc.*	  	Puerto Rico	  	URBPRLP	  	 	100	% 	
					
115.	  	Univision Radio Sacramento, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
116.	  	Univision Radio San Diego, Inc.	  	Delaware	  	URI	  	 	100	% 	
					
117.	  	Univision Radio San Francisco, Inc. (“UR San Francisco”)	  	Delaware	  	UR Illinois	  	 	100	% 	
					
118.	  	Univision Radio Tower Company, Inc.	  	Delaware	  	UR Los Angeles	  	 	100	% 	
					
119.	  	Univision Songs, Inc.*	  	Delaware	  	UMLLC	  	 	100	% 	
					
120.	  	Univision Television Group, Inc. (“UTG”)	  	Delaware	  	PTIH	  	 	100	% 	
					
121.	  	Univision Texas Stations LLC (“UTSLLC”)	  	Delaware	  	UTG	  	 	100	% 	
					
122.	  	UNLP Mexico, S.A. de C.V. (“UNLPMex”)*	  	Mexico	  	UNLP	  	 	90	% 	
	  		  		  	UCI	  	 	10	% 	
					
123.	  	UVN Texas L.P.	  	Delaware	  	UTSLLC	  	 	99	% 	
	  		  		  	UTG	  	 	1	% 	
					
124.	  	Vision Latina, S.A. de C.V.*	  	Mexico	  	UOL	  	 	90	% 	
	  		  		  	UCI	  	 	10	% 	
					
125.	  	WADO Radio, Inc.	  	Texas	  	UR Illinois	  	 	100	% 	
					
126.	  	WADO-AM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
127.	  	WGBO License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
128.	  	WLII/WSUR License Partnership, G.P.	  	California	  	GP: Univision of Puerto Rico Inc.	  	 	99.9	% 	
	  		  		  	Opco	  	 	0.1	% 	
					
129.	  	WLTV License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTIH	  	 	0.1	% 	
					
130.	  	WLXX-AM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
131.	  	WPAT-AM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
132.	  	WQBA-AM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
133.	  	WQBA-FM License Corp.	  	Delaware	  	URI	  	 	100	% 	
					
134.	  	Wurzburg, Inc.	  	Delaware	  	UCI	  	 	100	% 	
 
9

											
 	  	Subsidiary	  	Jurisdiction	  	Parent	  	% Interest
of Parent	 	
					
135.	  	WUVC License Partnership G.P.	  	North Carolina	  	GP: UR	  	 	99.9	% 	
	  		  		  	GP: UTG	  	 	1	% 	
					
136.	  	WXTV License Partnership, G.P.	  	California	  	Controlling GP: UTG	  	 	99.9	% 	
	  		  		  	GP: PTI	  	 	0.1	% 	
 
*	entities marked with an asterisk are not Subsidiary Guarantors.	
 
10

SCHEDULE 3.17(A)
OWNED REAL PROPERTY
 
I.	Exclusive of Vacant Land	

Address 1	  	City	  	County	  	State	  	Postal
Code	 	  	Country	  	Location Description	
							
10919 S. Central Ave.	  	Phoenix	  	Maricopa	  	AZ	  	 	85040	  	  	USA	  	KTVW - Transmitter-South Mountain	
6006 S. 30th Street	  	Phoenix	  	Maricopa	  	AZ	  	 	85042	  	  	USA	  	KTVW-Channel 33	
Upper Auberry Rd.	  	Meadow Lake	  	Fresno	  	CA	  	 	93602	  	  	USA	  	KFTV Transmitter & WBG-561	
Mt Adelaide (Amer. Tower Bldg)	  	Bakersfield	  	Kern	  	CA	  	 	93308	  	  	USA	  	KUVI-Transmitter, Mount Adelaide	
Breckenridge Mt	  	Bakersfield	  	Kern	  	CA	  	 	93303	  	  	USA	  	K39AB-Breckenridge Mt.	
Building 14, Weather Vane Rd.	  	Mt Wilson	  	Los Angeles	  	CA	  	 	91023	  	  	USA	  	Transmitter	
1710 Arden Way	  	Sacramento	  	Sacramento	  	CA	  	 	95815	  	  	USA	  	KUVS TV Channel 19	
3239 West Ashlan Ave	  	Fresno	  	Fresno	  	CA	  	 	93722	  	  	USA	  	KFTV-Channel 21	
5801 Truxtun Ave.	  	Bakersfield	  	Kern	  	CA	  	 	93309	  	  	USA	  	KUVI / KABE ( New Building )	
5999 Center Dr	  	Los Angeles	  	Los Angeles	  	CA	  	 	90045	  	  	USA	  	KMEX-Channel 34	
902 North K6 Lane	  	St. Cloud	  	Osceola	  	FL	  	 	34773	  	  	USA	  	Transmitter Bldg, Tower & Antenna	
15001 Boyette Road	  	Riverview	  	Hillsborough	  	FL	  	 	33503	  	  	USA	  	Transmitter & Tower	
4305 NW 97th Ave	  	Doral	  	Dade	  	FL	  	 	33178	  	  	USA	  	Crossroads Building	
1900 NW 89th Place	  	Miami	  	Dade	  	FL	  	 	33172	  	  	USA	  	Telefutura Network	
9405 NW 41st Street	  	Doral	  	Dade	  	FL	  	 	33178	  	  	USA	  	Corporate/Studios	
71 Parmentor Road	  	Hudson	  	Middlesex	  	MA	  	 	1749	  	  	USA	  	Transmitter & Tower	
3306 Rose of Sharon Road	  	Durham	  	Durham	  	NC	  	 	27712	  	  	USA	  	Transmitter	
3100 Buckhorn Road	  	Sanford	  	Harnett	  	NC	  	 	27330	  	  	USA	  	Transmitter	
230 Donaldson Street	  	Fayetteville	  	Cumberland	  	NC	  	 	28301	  	  	USA	  	Studio	
1813 Arrowhead Drive	  	Waterfords Works	  	Camden	  	NJ	  	 	8089	  	  	USA	  	Mirowave Relay Site	
4449 N. Delsea Road	  	Newfield	  	Cumberland	  	NJ	  	 	08344	  	  	USA	  	Offices, Tech Center and Studios	
607 Middle Country Road	  	Middle Island	  	Suffolk	  	NY	  	 	11953	  	  	USA	  	transmitter & tower	
3200 Expressway Dr.	  	Islip	  	Suffolk	  	NY	  	 	11751	  	  	USA	  	office/studio	
2861 W. Ridgewood Drive	  	Parma	  	Cuyahoga	  	OH	  	 	44134	  	  	USA	  	Station & Transmitter	

															
Road 173 Bo. Sonadora	  	Aguas Buenas	  		  	PR	  	 	703	  	  	USA	  	Ch 11 Satellite	
1800 CR 264	  	Bertram	  	Burnet	  	TX	  	 	78756	  	  	USA	  	KAKW Transmitter/Tower	
12325 Jolly Road	  	Adkins	  	Wilson	  	TX	  	 	78101	  	  	USA	  	Transmitter BLDG	
26800 Hogan Drive	  	San Antonio	  	Bexar	  	TX	  	 	78258	  	  	USA	  	Blanco Tower Site	
411 East Durango Blvd.	  	San Antonio	  	Bexar	  	TX	  	 	78204	  	  	USA	  	KWEX-Land Improvements	
411 East Durango Blvd.	  	San Antonio	  	Bexar	  	TX	  	 	78204	  	  	USA	  	KWEX-Channel 41	
5100 Southwest Freeway	  	Houston	  	Harris	  	TX	  	 	77056	  	  	USA	  	KXLN Studios	
8009 MARBLE AVE	  	Albuquerque	  	Bernalillo	  	NM	  	 	87110	  	  	USA	  	Univision Radio New Mexico, Inc. (UR-NM)	
7700 CARPENTER FREEWAY	  	Dallas	  	Dallas	  	TX	  	 	75247	  	  	USA	  	UR Broadcasting TX L.P. - Dallas (UR-DAL)	
160 NW 177th Ave (aka Krome Ave)	  	Miami	  	Dade	  	FL	  	 	33194	  	  	USA	  	UR-MIA - WQBA Transmitter	
17501 S.W. 41ST	  	Hollywood	  	Broward	  	FL	  	 	33029	  	  	USA	  	UR-MIA - WAQI Transmitter	
West side of FM 491 between FM 2629 and FM 1422 - 5.6 miles from Lavilla, TX & Monte Alto, TX	  	Lyford	  	Willacy	  	TX	  	 	78569	  	  	USA	  	UR-MC - KGBT-AM Transmitter	
277 Paterson Plank Road	  	Carlstadt	  	Bergen	  	NJ	  	 	7072	  	  	USA	  	UR-NY - WADO Transmitter	
2905 South King Rd	  	San Jose	  	Santa
Clara	  	CA	  	 	95122	  	  	USA	  	UR-SF KLOK-AM Studio	
7500 E. LANCASTER	  	Arlington	  	Tarrant	  	TX	  	 	76112	  	  	USA	  	UR-DAL - KFLC-AM Transmitter	
1075 RED BOX ROAD	  	Mt Wilson	  	Los
Angeles	  	CA	  	 	91023	  	  	USA	  	UR-LA - KLVE Transmitter	
10801-2 North MoPac, Suites 110 and 250	  	Austin	  	Travis	  	TX	  	 	78759	  	  	USA	  	UR Broadcasting TX L.P. - Austin (UR-AUS)	
1514 W. TYLER AVE	  	Harlingen	  	Cameron	  	TX	  	 	78550	  	  	USA	  	Frost Bank	
7969 FM 2153	  	Aubrey	  	Denton	  	TX	  	 	76227	  	  	USA	  	UR-DAL - KESS-FM Transmitter/Tower	
3247 MACK RD	  	Fairfield	  	Butler	  	OH	  	 	45014	  	  	USA	  	UR-IL - 2 Way Tower	
10850 Elmendorf-Lavernia Road	  	Elmendorf	  	Bexar	  	TX	  	 	79112	  	  	USA	  	UR-SA - KXTN & KROM Transmitters	
6815 HERMAN RD.	  	Houston	  	Harris	  	TX	  	 	77008	  	  	USA	  	UR-HOU - KLAT Day Transmitter	
10400 S. Woodlawn	  	Chicago	  	Cook	  	IL	  	 	60616	  	  	USA	  	UR-IL - WRTO Transmitter (9 TOWERS)	
10335 FM 2OO4	  	Hitchcock	  	Galveston	  	TX	  	 	77563	  	  	USA	  	UR-HOU - KOVE Transmitter	
8855C LINCOLN RD	  	San Antonio	  	Bexar	  	TX	  	 	78240	  	  	USA	  	UR-SA - KCOR-AM Transmitter	
 
12

															
3643 E Commerce/3410 East Houston	  	San Antonio	  	Bexar	  	TX	  	 	78220	  	  	USA	  	UR-SA - KXTN-FM Aux Transmitter	
7325 JOE LOUIS DRIVE	  	San Antonio	  	Bexar	  	TX	  	 	78207	  	  	USA	  	UR-SA - KXTN-AM Transmitter	
17 Miles SW OF SIGNAL PEAK	  	Globe	  	Gila	  	AZ	  	 	85502	  	  	USA	  	UR-PHX - KMRR Tower	
660 TIN TOP ESTATES RD	  	Weatherford	  	Parker	  	TX	  	 	76087	  	  	USA	  	UR-DAL - KDXX Transmitter	
Eshom Point	  	Dunlap	  	Fresno	  	CA	  	 	93621	  	  	USA	  	UR-FRES - KRDA (Formerly KVBE) Transmitter	
1501 Radio Lane	  	Rosenberg	  	Ft. Bend	  	TX	  	 	77098	  	  	USA	  	UR-HOU - KRTX Day Transmitter	
955 Alvord (CR2560)	  	Alvord	  	Wise	  	TX	  	 	75225	  	  	USA	  	UR-DAL - KFZO Transmitter	
315 N. ENNIS ST	  	Houston	  	Harris	  	TX	  	 	77003	  	  	USA	  	UR-HOU - KLTN Tower	
200 CARLSON COVE	  	Georgetown	  	Williamson	  	TX	  	 	78628	  	  	USA	  	UR-AUS - KINV Tower	
15825 Mt Hamilton Road	  	Mt Hamilton Peak	  	Santa Clara	  	CA	  	 	95440	  	  	USA	  	UR-SF - KVVF Transmitter	
5022 Skinner Road	  	Richmond	  	Waller	  	TX	  	 	77469	  	  	USA	  	UR-HOU Richmond Tower Site	
10900 SW CR 4210	  	Purdon	  	Navarro	  	TX	  	 	76679	  	  	USA	  	UR-DAL - KDXX Transmitter	
7909 W. LITTLE YORK RD	  	Houston	  	Harris	  	TX	  	 	77040	  	  	USA	  	UR-HOU - KLAT Night Transmitter	
3350 FM 2855	  	Katy	  	Fort Bend	  	TX	  	 	77563	  	  	USA	  	UR-HOU KRTX Night Transmitter	
2275 JOE BATTLE RD.	  	El Paso	  	El Paso	  	TX	  	 	79936	  	  	USA	  	UR-EL - KAMA Tranmitter	
1375 FEATHERSTONE	  	Caplen	  	Galveston	  	TX	  	 	77617	  	  	USA	  	UR-HOU KPTY Studios & Transmitter	
Yarnell Hill	  	Yarnell	  	Yavapai	  	AZ	  	 	85362	  	  	USA	  	UR-PHX - KHOV-FM Transmitter	
2 miles from FM 506	  	La Feria	  	Cameron	  	TX	  	 	78559	  	  	USA	  	UR-MC - KBTQ Transmitter	
WEST OF SIGNAL PEAK	  	Globe	  	Gila	  	AZ	  	 	85502	  	  	USA	  	UR-PHX - KMRR Backup Tower	
6565 Cornman Road	  	Casa Grande	  	Pinal	  	AZ	  	 	85230	  	  	USA	  	UR-PHX - KKMR Tower	
4.8 MILES SE OF	  	Henderson	  	Clark	  	NV	  	 	89015	  	  	USA	  	UR-LV - KLSQ Transmitter	
6 miles from FM 506	  	La Feria	  	Cameron	  	TX	  	 	78559	  	  	USA	  	UR-MC - KGBT-FM Transmitter	
101 Vocational Drive	  	El Paso	  	El Paso	  	TX	  	 	79915	  	  	USA	  	UR-EL - KBNA-AM Transmitter	
4800 MEMORIAL DRIVE	  	Waco	  	McLennan	  	TX	  	 	76710	  	  	USA	  	UR-AUS - KHCK Tower/Transmitter	
801 WRIGHT STREET	  	Llano	  	Llano	  	TX	  	 	78643	  	  	USA	  	UR-SA- KQBT	
Sacaton Peak	  	Sacaton	  	Pinal	  	AZ	  				  	USA	  	UR-PHX KKMR & KQMR Microwave Repeater	
Loma Prieta	  	Los Gatos	  	Santa Clara	  	CA	  	 	95030	  	  	USA	  	UR-SF KBRG-FM Transmitter	
15244 Gougar Road	  	Lockport	  	Will	  	IL	  	 	60441	  	  	USA	  	UR-IL - WVIX Transmitter	
 
13

													
12 MILES NE OF	  	Morristown	  	Yavapai	  	AZ	  	85342	  	USA	  	UR-PHX - KHOV-FM Booster Transmitter	
Road 167, Bo. Palmas	  		  		  	PR	  		  		  	WKAQ-AM Transmitter	
	  	Barrio Palmas	  	Catano	  		  		  		  	Warehouse	
Santa Marta Street	  	Playa de Ponce	  	Ponce	  	PR	  		  		  	WUKQ AM Transmitter	
600 Ramirez Pabon Street	  	Guanajibo Ward	  	Mayaguez	  	PR	  		  		  	WAEL-AM	
 
II.	Vacant Land	
Maricopa County, Arizona

Parcel Number	  	Physical Address	  	Description	
			
122-66-009-4	  	NE corner of 28th st/Southern Ave	  	Combined with 122-66-005 this is 14.82 acres and	
122-66-005-6	  	Just east of 122-66-009 (north side of Southern)	  	is vacant land	
			
122-66-010 6	  	Approx 500 ft East of 122-66-009	  	9.75 acres now vacant (previously had barn)	
			
122-68-019-1	  	NE corner 30th st/ Old Southern	  	10 acres vacant (neighbor to East is constructing industrial park)	
			
122-83-001A 0	  	3019 E. Southern Ave	  	Combined with 122-83-001D this is 3.05 acres	
122-83-001D 7	  	Just south of 3019 E. Southern Ave	  	and is referred to as the “park” (former station site)	
			
122-86-001 4	  	SE corner of 28th St/Southern Ave	  	Combined with 122-86-002 this is 8.03 acres of vacant land	
122-86-002 1	  	2837 E. Southern Ave	  	located just West of the current broadcast facility	
122-86-016 7	  	6006 S. 30th Street	  	Combined with 122-86-017 this is 9.21 acres and	
122-86-017 4	  	6006 S. 30th Street	  	contains the existing broadcast facility	
Miami-Dade County, Florida
Tract F of Eastern Doral Acres Section One Subdivision, according to the Plat thereof, recorded in Plat Book 111, Page 53, of the Public Records of Miami-Dade County, Florida
 
14

Bexar County, Texas
411 E. Durango, San Antonio, TX 78204
—NCB 928 BLK 3 LOT A1 EXC W IRRG 20 FT (0.7006 AC)
—NCB 179 BLK LOT SW IRR 45.5 FT OF ARB 8 & SE IRR 26.39 FT OF ARB 9 (0.1308 AC)
—NCB 179 LOT S IRR 97 FT OF ARB 5, S 85 FT OF ARB 6, S 67 FT OF ARB 7, & SE 44.9 FT X 4.5 FT STRIP OF ARB 8 (0.2140 AC)
26800 Hogan Dr., San Antonio, TX 78258
—CB 4842 P-2A (0.2305 AC)
—CB 4843 P-2A (0.682 AC) & P-2D (35.2704 AC)
—CB 4844 P-2C (3.2561 AC)
633 S. St. Mary’s, San Antonio, TX 78204
—NCB 179 BLK LOT 18 (SUMNER SUITES SUBD) (3.2940 AC)
23754 S Highway 281, San Antonio, TX (Woodridge Park Subdivision)
—CB 4163B BLK 1 LOT 16 (0.92 AC)
 
15

SCHEDULE 3.17(B)
LEASED REAL PROPERTY
See attached

SCHEDULE 3.22
UNIVISION RADIO LICENSES
Main Station KAHL(AM), San Antonio, Texas
Facility ID Number: 67070
Frequency: 1310
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KAHL(AM)	  	BR-20050401AHX	  	7/25/2005	  	8/1/2013	
AM Broadcast Station License	  	KAHL(AM)	  	BL-	  	Unknown	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KAHL(AM), San Antonio, Texas
Facility ID Number: 67070

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLD665	  	—	  	11/20/1985	  	8/1/2013	
Main Station KAJZ(FM), Llano, Texas
Facility ID Number: 87996
Frequency: 96.3
Rawhide Radio, LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Construction Permit	  	KAJZ(FM)	  	BPH-20050223ACD	  	3/8/2007	  	3/8/2010	
License Renewal Authorization	  	KAJZ(FM)	  	BRH-20050331BNG	  	7/19/2005	  	8/1/2013	
FM Broadcast Station License	  	KAJZ(FM)	  	BLH-20001010AAY	  	12/21/2000	  	8/1/2013	

Main Station KAMA(AM), El Paso, Texas
Facility ID Number: 36948
Frequency: 750
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KAMA(AM)	  	BR-20050331BDZ	  	7/25/2005	  	8/1/2013	
AM Broadcast Station License	  	KAMA(AM)	  	BL-20010508ACG	  	10/09/2001	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KAMA(AM), El Paso, Texas
Facility ID Number: 36948

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLG884	  	—	  	7/11/1985	  	8/1/2013	
 
18

Main Station KBBT(FM), Schertz, Texas
Facility ID Number: 3075
Frequency: 98.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Auxiliary Antenna License	  	KBBT(FM)	  	BXLH-20060616ABG	  	8/31/2006	  	8/1/2013	
License Renewal Authorization	  	KBBT(FM)	  	BRH-20050401AKY	  	7/25/2005	  	8/1/2013	
FM Broadcast Auxiliary Antenna Construction Permit	  	KBBT(FM)	  	BXPH-20031125AMV	  	9/27/2005	  	9/27/2008	
FM Broadcast Station License	  	KBBT(FM)	  	BLH-20010122AIJ	  	3/13/2001	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KBBT(FM), Schertz, Texas
Facility ID Number: 3075

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KA88691	  	—	  	9/25/1998	  	8/1/2013	
Remote Pickup	  	KA88857	  	—	  	10/27/1982	  	8/1/2013	
Remote Pickup	  	KJO256	  	—	  	7/27/2000	  	8/1/2013	
Remote Pickup	  	KPJ991	  	—	  	4/21/1986	  	8/1/2013	
Aural Studio Transmitter Link	  	WHY260	  	—	  	11/3/1983	  	8/1/2013	
Aural Studio Transmitter Link	  	WLG505	  	—	  	10/17/1986	  	8/1/2013	
Aural Studio Transmitter Link	  	WPZQ685	  	—	  	2/23/2004	  	8/1/2013	
 
19

Main Station KBNA(AM), El Paso, Texas
Facility ID Number: 67065
Frequency: 920
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KBNA(AM)	  	BR-20050331BFJ	  	7/29/2005	  	8/1/2013	
AM Broadcast Station License	  	KBNA(AM)	  	BL-19900117AG	  	5/31/1991	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KBNA(AM), El Paso, Texas
Facility ID Number: 67065

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPM276	  	—	  	8/27/1992	  	8/1/2013	
Aural Studio Transmitter Link	  	WLJ363	  	—	  	1/25/1991	  	8/1/2013	
 
20

Main Station KBNA-FM, El Paso, Texas
Facility ID Number: 67066
Frequency: 97.5
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KBNA-FM	  	BRH-20050401BXO	  	8/12/2005	  	8/1/2013	
FM Broadcast Auxiliary Antenna Construction Permit	  	KBNA-FM	  	BMXPH-20050714ACN	  	7/28/2005	  	4/18/2008	
FM Broadcast Station License	  	KBNA-FM	  	BLH-19890426KA	  	1/19/1990	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KBNA-FM, El Paso, Texas
Facility ID Number: 67066

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KB96050	  	—	  	12/31/1991	  	8/1/2013	
Remote Pickup	  	KB97346	  	—	  	7/25/1988	  	8/1/2013	
Aural Studio Transmitter Link	  	KKU32	  	—	  	1/28/1991	  	8/1/2013	
Remote Pickup	  	KPG932	  	—	  	1/25/1991	  	8/1/2013	
Remote Pickup	  	KPM316	  	—	  	11/20/1992	  	8/1/2013	
Remote Pickup	  	KQB256	  	—	  	7/24/2000	  	8/1/2013	
 
21

Main Station KBRG(FM), San Jose, California
Facility ID Number: 68839
Frequency: 100.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KBRG(FM)	  	BRH-20050801APE	  	11/21/2005	  	12/1/2013	
FM Broadcast Station License	  	KBRG(FM)	  	BMLH-19980504KC	  	8/7/1998	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KBRG(FM), San Jose, California
Facility ID Number: 68839

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPNN710	  	—	  	6/16/1998	  	12/1/2013	
 
22

Main Station KBTQ(FM), Harlingen, Texas
Facility ID Number: 67072
Frequency: 96.1
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna License	  	KBTQ(FM)	  	BXLH-20051011ADX	  	2/7/2006	  	8/1/2013	
License Renewal Authorization	  	KBTQ(FM)	  	BRH-20050331BOB	  	7/29/2005	  	8/1/2013	
FM Broadcast Station License	  	KBTQ(FM)	  	BMLH-20050309ADA	  	2/1/2006	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KBTQ(FM), Harlingen, Texas
Facility ID Number: 67072

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Broadcast Auxiliary Remote Pickup	  	KC62802	  	—	  	5/4/1997	  	8/1/2013	
Aural Studio Transmitter Link	  	WBG594	  	—	  	3/3/1995	  	8/1/2013	
Main Station KCOR(AM), San Antonio, Texas
Facility ID Number: 67069
Frequency: 1350
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KCOR(AM)	  	BR-20050401BOH	  	7/25/2005	  	8/1/2013	
Direct Measurement	  	KCOR(AM)	  	BZ-198802222AB	  	4/12/1988	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KCOR(AM), San Antonio, Texas
Facility ID Number: 67069

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPH254	  	—	  	9/13/1994	  	8/1/2013	
Remote Pickup	  	KPJ879	  	—	  	9/11/1991	  	8/1/2013	
Aural Studio Transmitter Link	  	WQAQ975	  	—	  	7/22/2004	  	8/1/2013	
 
23

Main Station KCOR-FM, Comfort, Texas
Facility ID Number: 25469
Frequency: 95.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Construction Permit	  	KCOR-FM	  	BPH-20060321ACA	  	11/7/2006	  	11/7/2009	
License Renewal Authorization	  	KCOR-FM	  	BRH-20050401AJO	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KCOR-FM	  	BMLH-20031117AGY	  	3/12/2004	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KCOR-FM, Comfort, Texas
Facility ID Number: 25469

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WMU321	  	—	  	11/3/1993	  	8/1/2013	
Main Station KDXX(FM), Benbrook, Texas
Facility ID Number: 21599
Frequency: 107.1
KCYT-FM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Auxiliary Antenna Construction Permit	  	KDXX(FM)	  	BXPH-20050415ABW	  	9/14/2005	  	9/14/2008	
License Renewal Authorization	  	KDXX(FM)	  	BRH-20050401BSI	  	11/23/2005	  	8/1/2013	
FM Broadcast Station License	  	KDXX(FM)	  	BLH-20020719AAZ	  	6/4/2003	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KDXX(FM), Benbrook, Texas
Facility ID Number: 21599

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Intercity Relay	  	WPXS911	  	—	  	6/4/2003	  	8/1/2013	
Aural Studio Transmitter Link	  	WPXV243	  	—	  	6/16/2003	  	8/1/2013	
 
24

Main Station KESS-FM, Lewisville, Texas
Facility ID Number: 57376
Frequency: 107.9
KECS-FM License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Special Temporary Authority	  	KESS-FM	  	BDSTA-20070131ADO	  	2/22/2007	  	8/22/20007	
License Renewal Authorization	  	KESS-FM	  	BRH-20050401BVE	  	6/29/2006	  	8/1/2013	
FM Broadcast Station Auxiliary Antenna Authorization	  	KESS-FM	  	BXLH-20051104AAJ	  	11/09/2005	  	8/1/2013	
FM Broadcast Station License	  	KESS-FM	  	BLH-20031210AAY	  	9/29/2004	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KESS-FM, Lewisville, Texas
Facility ID Number: 57376

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLI809	  	—	  	5/10/1990	  	8/1/2013	
Aural Studio Transmitter Link	  	WPZR672	  	—	  	2/27/2004	  	8/1/2013	
 
25

Main Station KFLC(AM), Fort Worth, Texas
Facility ID Number: 34298
Frequency: 1270
KESS-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
AM Broadcast Station License	  	KFLC(AM)	  	BL-20060526ALF	  	10/23/2006	  	8/1/2013	
License Renewal Authorization	  	KFLC(AM)	  	BR-20050401BVQ	  	11/23/2005	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KFLC(AM), Fort Worth, Texas
Facility ID Number: 34298

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPF977	  	—	  	12/7/1984	  	8/1/2013	
Remote Pickup	  	KPG748	  	—	  	2/27/1985	  	8/1/2013	
Aural Studio Transmitter Link	  	WCG691	  	—	  	10/07/1984	  	8/1/2013	
Aural Studio Transmitter Link	  	WLD464	  	—	  	4/8/1994	  	8/1/2013	
Aural Intercity Relay	  	WLN392	  	—	  	5/6/1987	  	8/1/2013	
 
26

Main Station KFZO(FM), Denton, Texas
Facility ID Number: 7040
Frequency: 99.1
KHCK-FM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KFZO(FM)	  	BMXPH-20061114AAK	  	11/20/2006	  	4/18/2008	
License Renewal Authorization	  	KFZO(FM)	  	BRH-20050401BWB	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KFZO(FM)	  	BMLH-20050309ADF	  	6/28/2005	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KFZO(FM), Denton, Texas
Facility ID Number: 7040

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WMW903	  	—	  	8/28/1995	  	8/1/2013	
Aural Studio Transmitter Link	  	WPOQ452	  	—	  	10/13/1998	  	8/1/2013	
 
27

Main Station KGBT(AM), Harlingen, Texas
Facility ID Number: 67067
Frequency: 1530
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
AM Broadcast Station License	  	KGBT(AM)	  	BL-20050711ACN	  	1/30/2006	  	8/1/2013	
License Renewal Authorization	  	KGBT(AM)	  	BR-20050331BOE	  	7/25/2005	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KGBT(AM), Harlingen, Texas
Facility ID Number: 67067

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	KKH73	  	—	  	3/3/1995	  	8/1/2013	
Broadcast Auxiliary Remote Pickup	  	KLX401	  	—	  	2/3/1995	  	8/1/2013	
Broadcast Auxiliary Remote Pickup	  	KPH258	  	—	  	2/3/1995	  	8/1/2013	
Aural Intercity Relay	  	WMV422	  	—	  	3/3/1995	  	8/1/2013	
 
28

Main Station KGBT-FM, McAllen, Texas
Facility ID Number: 6662
Frequency: 98.5
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna License	  	KGBT-FM	  	BXLH-20051011ADZ	  	2/3/2006	  	8/1/2013	
License Renewal Authorization	  	KGBT-FM	  	BRH-20050401AFR	  	7/27/2005	  	8/1/2013	
FM Broadcast Station License	  	KGBT-FM	  	BLH-19950330KB	  	7/11/1995	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KGBT-FM, McAllen, Texas
Facility ID Number: 6662

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Broadcast Auxiliary Remote Pickup	  	KC25238	  	—	  	2/2/1995	  	8/1/2013	
Broadcast Auxiliary Remote Pickup	  	KC25239	  	—	  	2/2/1995	  	8/1/2013	
Aural Studio Transmitter Link	  	WKZ34	  	—	  	10/26/1982	  	8/1/2013	
 
29

Main Station KHCK-FM, Robinson, Texas
Facility ID Number: 57377
Frequency: 107.9
KICI-FM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KHCK-FM	  	BRH-20050401BRS	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KHCK-FM	  	BLH-20020212AAO	  	4/16/2002	  	8/1/2013	
Main Station KHOT-FM, Paradise Valley, Arizona
Facility ID Number: 59422
Frequency: 105.9
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KHOT-FM	  	BXPH-20060526AAP	  	8/3/2006	  	8/3/2009	
License Renewal Authorization	  	KHOT-FM	  	BRH-20050601CAC	  	9/29/2005	  	10/1/2013	
FM Broadcast Station License	  	KHOT-FM	  	BLH-19981216KB	  	8/11/1999	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KHOT-FM, Paradise Valley, Arizona
Facility ID Number: 59422

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPNB845	  	—	  	3/24/1997	  	10/1/2013	
 
30

Main Station KHOT-FM1, Glendale, Arizona
Facility ID Number: 136351
Frequency: 105.9
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station License	  	KHOT-FM1	  	BLFTB-20030318AHA	  	5/6/2003	  	10/1/2013	
Main Station KHOV-FM, Wickenburg, Arizona
Facility ID Number: 29021
Frequency: 105.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KHOV-FM	  	BRH-20050601BZB	  	11/04/2005	  	10/1/2013	
FM Broadcast Station License	  	KHOV-FM	  	BLH-19910830KD	  	2/13/1997	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KHOV-FM, Wickenburg, Arizona
Facility ID Number: 29021

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLE599	  	—	  	7/29/1992	  	10/1/2013	
Aural Studio Transmitter Link	  	WLO690	  	—	  	3/28/1991	  	10/1/2013	
 
31

Main Station KHOV-FM1, Constellation, Arizona
Facility ID Number: 77422
Frequency: 105.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station License	  	KHOV-FM1	  	BLFTB-19960920TI	  	11/20/1996	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KHOV-FM1, Constellation, Arizona
Facility ID Number: 77422

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPK305	  	—	  	7/19/1989	  	10/1/2013	
Main Station KINV(FM), Georgetown, Texas
Facility ID Number: 55475
Frequency: 107.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna License	  	KINV(FM)	  	BXLH-20060118ACP	  	3/6/2006	  	8/1/2013	
License Renewal Authorization	  	KINV(FM)	  	BRH-20050401BJG	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KINV(FM)	  	BLH-20031029ADD	  	4/9/2004	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KINV(FM), Georgetown, Texas
Facility ID Number: 55475

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WQBR543	  	—	  	11/30/2004	  	8/1/2013	
 
32

Main Station KIOT(FM), Los Lunas, New Mexico
Facility ID Number: 73117
Frequency: 102.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KIOT(FM)	  	BRH-20050601BQS	  	9/28/2005	  	10/1/2013	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KIOT(FM)	  	BXPH-20050714ACT	  	8/31/2005	  	8/31/2008	
FM Broadcast Station License	  	KIOT(FM)	  	BLH-20030508ABM	  	5/20/2003	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KIOT(FM), Los Lunas, New Mexico
Facility ID Number: 73117

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KMM787	  	—	  	8/7/2000	  	10/1/2013	
Aural Studio Transmitter Link	  	WLP916	  	—	  	8/15/1991	  	10/1/2013	
Aural Studio Transmitter Link	  	WLP917	  	—	  	8/25/1995	  	10/1/2013	
Aural Intercity Relay	  	WMU489	  	—	  	1/21/1994	  	10/1/2013	
Aural Intercity Relay	  	WMU490	  	—	  	1/21/1994	  	10/1/2013	
Aural Studio Transmitter Link	  	WPRS855	  	—	  	1/18/2001	  	10/1/2013	
 
33

Main Station KISF(FM), Las Vegas, Nevada
Facility ID Number: 28893
Frequency: 103.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KISF(FM)	  	BRH-20050601COB	  	9/30/2005	  	10/1/2013	
FM Broadcast Station License	  	KISF(FM)	  	BLH-19890310KD	  	7/14/1989	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KISF(FM), Las Vegas, Nevada
Facility ID Number: 28893

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLO820	  	—	  	4/17/1989	  	10/1/2013	
Main Station KJFA(FM), (Formerly KKRG(FM)), Santa Fe, New Mexico
Facility ID Number: 7051
Frequency: 101.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Call Sign Change Authorization	  	KJFA(FM)	  	N/A	  	12/28/2006	  	N/A	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KJFA(FM)	  	BXPH-20050714ACV	  	9/14/2005	  	09/14/08	
License Renewal Authorization	  	KJFA(FM)	  	BRH-20050601BSP	  	10/13/2005	  	10/1/2013	
FM Broadcast Station License	  	KJFA(FM)	  	BLH-19850925KA	  	12/30/1986	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KJFA(FM), Santa Fe, New Mexico
Facility ID Number: 7051

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLG719	  	—	  	2/13/1986	  	10/1/2013	
Aural Studio Transmitter Link	  	WLG780	  	—	  	11/2/1988	  	10/1/2013	
Aural Studio Transmitter Link	  	WPOT910	  	—	  	6/24/1999	  	10/1/2013	
 
34

Main Station KKMR(FM), Arizona City, Arizona
Facility ID Number: 2740
Frequency: 106.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KKMR(FM)	  	BRH-20050601BYD	  	9/29/2005	  	10/1/2013	
FM Broadcast Station License	  	KKMR(FM)	  	BLH-19970102KC	  	4/2/1997	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KKMR(FM), Arizona City, Arizona
Facility ID Number: 2740

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLD207	  	—	  	8/19/1999	  	10/1/2013	
Aural Studio Transmitter Link	  	WPTE425	  	—	  	9/10/2001	  	10/1/2013	
Aural Studio Transmitter Link	  	WPTE426	  	—	  	9/10/2001	  	10/1/2013	
 
35

Main Station KKRG(FM), (Formerly KJFA(FM)), Albuquerque, New Mexico
Facility ID Number: 16750
Frequency: 105.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Call Sign Change Authorization	  	KKRG(FM)	  	N/A	  	12/28/2006	  	N/A	
Special Temporary Authority	  	KKRG(FM)	  	BSTA-20051110AGS	  	9/20/2006	  	12/20/2006 2	
License Renewal Authorization	  	KKRG(FM)	  	BRH-20050601BSM	  	9/29/2005	  	10/1/2013	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KKRG(FM)	  	BXPH-20050714ACQ	  	9/22/2005	  	9/22/2008	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KKRG(FM)	  	BXPH-20050714ACS	  	8/31/2005	  	8/31/2008	
FM Broadcast Station License	  	KKRG(FM)	  	BLH-20021106ABS	  	2/26/2003	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KKRG(FM), Albuquerque, New Mexico
Facility ID Number: 16750

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPOT911	  	—	  	6/24/1999	  	10/1/2013	
Remote Pickup	  	WPPG973	  	—	  	12/17/1999	  	10/1/2013	

2  	A Request for Extension of Special Temporary Authority was filed on December 7, 2006.	
 
36

Main Station KKSS(FM), Santa Fe, New Mexico
Facility ID Number: 63928
Frequency: 97.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KKSS(FM)	  	BXPH-20050714ACU	  	9/30/2005	  	9/30/2008	
License Renewal Authorization	  	KKSS(FM)	  	BRH-20050601BST	  	10/13/2005	  	10/1/2013	
FM Broadcast Station License	  	KKSS(FM)	  	BLH-19850926KA	  	2/6/1986	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KKSS(FM), Santa Fe, New Mexico
Facility ID Number: 63928

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KB96898	  	—	  	9/7/1988	  	10/1/2013	
Remote Pickup	  	KPH418	  	—	  	11/2/1987	  	10/1/2013	
Aural Studio Transmitter Link	  	WLF246	  	—	  	8/5/1985	  	10/1/2013	
Aural Studio Transmitter Link	  	WLS246	  	—	  	11/5/1987	  	10/1/2013	
Aural Studio Transmitter Link	  	WPOT908	  	—	  	6/24/1999	  	10/1/2013	
 
37

Main Station KLAT(AM), Houston, Texas
Facility ID Number: 67063
Frequency: 1010
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KLAT(AM)	  	BR-20050401AHQ	  	7/25/2005	  	8/1/2013	
Direct Measurement	  	KLAT(AM)	  	BZ-20040318ACU	  	6/10/2004	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLAT(AM), Houston, Texas
Facility ID Number: 67063

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WGZ520	  	—	  	11/17/1986	  	8/1/2013	
Aural Studio Transmitter Link	  	WQCA787	  	—	  	1/19/2005	  	8/1/2013	
Earth Stations Associated with
Main Station KLAT(AM), Houston, Texas
Facility ID Number: 67063

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E030110	  	SES-LIC-20030512-00635	  	6/24/2003	  	8/1/2018	
 
38

Main Station KLLE(FM), North Fork, California
Facility ID Number: 31716
Frequency: 107.9
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KLLE(FM)	  	BRH-20050801BPZ	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KLLE(FM)	  	BLH-20020607ABB	  	7/31/2002	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLLE(FM), North Fork, California
Facility ID Number: 31716

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WMV790	  	—	  	5/2/1995	  	12/1/2013	
Aural Studio Transmitter Link	  	WPXS921	  	—	  	6/4/2003	  	12/1/2013	
Main Station KLNO(FM), Fort Worth, Texas
Facility ID Number: 41380
Frequency: 94.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KLNO(FM)	  	BRH-20050401BQU	  	7/25/2005	  	8/1/2013	
FM Broadcast Station Auxiliary Antenna License	  	KLNO(FM)	  	BXLH-20040819AAA	  	1/24/2005	  	8/1/2013	
FM Broadcast Station License	  	KLNO(FM)	  	BLH-19981210KA	  	11/22/1999	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLNO(FM), Fort Worth, Texas
Facility ID Number: 41380

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KB97117	  	—	  	5/6/1986	  	8/1/2013	
Aural Studio Transmitter Link	  	WLE688	  	—	  	1/24/1995	  	8/1/2013	
Aural Intercity Relay	  	WLP604	  	—	  	10/24/1991	  	8/1/2013	
 
39

Main Station KLNV(FM), San Diego, California
Facility ID Number: 51515
Frequency: 106.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KLNV(FM)	  	BXPH-20051205ACB	  	1/20/2006	  	1/20/2009	
License Renewal Authorization	  	KLNV(FM)	  	BRH-20050801BOB	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KLNV(FM)	  	BMLH-20050630AEK	  	11/09/2005	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLNV(FM), San Diego, California
Facility ID Number: 51515

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLG217	  	—	  	3/16/1994	  	12/1/2013	
 
40

Main Station KLOK(AM), San Jose, California
Facility ID Number: 41339
Frequency: 1170
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KLOK(AM)	  	BR-20050801APL	  	11/21/2005	  	12/1/2013	
AM Broadcast Station License	  	KLOK(AM)	  	BL-19920228AD	  	6/22/1992	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLOK(AM), San Jose, California
Facility ID Number: 41339

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KKN756	  	—	  	8/2/2000	  	12/1/2013	
Remote Pickup	  	KOS331	  	—	  	10/26/1983	  	12/1/2013	
Remote Pickup	  	KP9397	  	—	  	8/25/2000	  	12/1/2013	
Remote Pickup	  	KP9398	  	—	  	8/25/2000	  	12/1/2013	
Remote Pickup	  	KTM426	  	—	  	8/18/2000	  	12/1/2013	
Aural Studio Transmitter Link	  	WGX250	  	—	  	6/14/1985	  	12/1/2013	
 
41

Main Station KLQV(FM), San Diego, California
Facility ID Number: 51164
Frequency: 102.9
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KLQV(FM)	  	BRH-20050801BOV	  	12/16/2005	  	12/1/2013	
FM Broadcast Station Construction Permit	  	KLQV(FM)	  	BPH-20041014AFB	  	2/28/2006	  	2/28/2009 3	
FM Broadcast Station License	  	KLQV(FM)	  	BLH-19880729KA	  	11/25/1988	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLQV(FM), San Diego, California
Facility ID Number: 51164

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WHY998	  	—	  	4/11/1988	  	12/1/2013	
Aural Studio Transmitter Link	  	WLO363	  	—	  	4/11/1988	  	12/1/2013	

3  	On July 7, 2006 an application for Special Temporary Authority was filed (File No. BSTA-20060707AHE). It remains pending.	
 
42

Main Station KLSQ(AM), Whitney, Nevada
Facility ID Number: 36694
Frequency: 870
KLSQ-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KLSQ(AM)	  	BR-20050601COL	  	9/29/2005	  	10/1/2013	
AM Broadcast Station License	  	KLSQ(AM)	  	BL-20030529AUW	  	9/17/2003	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLSQ(AM), Whitney, Nevada
Facility ID Number: 36694

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLJ691	  	—	  	10/8/1986	  	10/1/2013	
Aural Studio Transmitter Link	  	WLJ695	  	—	  	12/18/1989	  	10/1/2013	
Aural Intercity Relay	  	WLJ699	  	—	  	10/8/1986	  	10/1/2013	
Aural Studio Transmitter Link	  	WLJ703	  	—	  	10/8/1986	  	10/1/2013	
Aural Studio Transmitter Link	  	WLJ723	  	—	  	10/8/1986	  	10/1/2013	
Aural Intercity Relay	  	WLJ727	  	—	  	2/19/1993	  	10/1/2013	
Aural Studio Transmitter Link	  	WPNN708	  	—	  	6/16/1998	  	10/1/2013	
 
43

Main Station KLTN(FM), Houston, Texas
Facility ID Number: 65310
Frequency: 102.9
Univision Radio Houston License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KLTN(FM)	  	BXPH-20051130AHW	  	12/5/2005	  	12/5/2008	
License Renewal Authorization	  	KLTN(FM)	  	BRH—20050401ALG	  	8/12/2005	  	8/1/2013	
FM Broadcast Station Auxiliary Antenna License	  	KLTN(FM)	  	BXLH-20050217AAL	  	2/8/2006	  	8/1/2013	
FM Broadcast Station License	  	KLTN(FM)	  	BLH-19870918KA	  	1/5/1989	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLTN(FM), Houston, Texas
Facility ID Number: 65310

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPNI513	  	—	  	1/19/2005	  	8/1/2013	
Main Station KLTO-FM, McQueeney, Texas
Facility ID Number: 25588
Frequency: 97.7
Rawhide Radio, LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Construction Permit	  	KLTO-FM	  	BPH-20060203ACK	  	3/30/2006	  	3/30/2009 4	
License Renewal Authorization	  	KLTO-FM	  	BRH-20050331BNA	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KLTO-FM	  	BLH-19960111KC	  	4/30/1997	  	8/1/2013	

4  	A license to cover construction permit BPH-20060203ACK application was filed November 14, 2006 and remains pending.	
 
44

Main Station KLVE(FM), Los Angeles, California
Facility ID Number: 35086
Frequency: 107.5
KLVE-FM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Special Temporary Authority	  	KLVE(FM)	  	BDSTA-20070131ACA	  	2/22/2007	  	8/22/2007	
FM Broadcast Auxiliary Antenna License	  	KLVE(FM)	  	BXLH-20050920AEG	  	1/19/2006	  	12/1/2013	
License Renewal Authorization	  	KLVE(FM)	  	BRH-20050801DNH	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KLVE(FM)	  	BMLH-19950612KB	  	10/2/1995	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KLVE(FM), Los Angeles, California
Facility ID Number: 35086

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KH5015	  	—	  	7/20/2000	  	12/1/2013	
Aural Studio Transmitter Link	  	KRW68	  	—	  	5/10/1988	  	12/1/2013	
Main Station KOMR(FM), Sun City, Arizona
Facility ID Number: 55913
Frequency: 106.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KOMR(FM)	  	BRH-20050601BWW	  	10/13/2005	  	10/1/2013	
FM Broadcast Station License	  	KOMR(FM)	  	BLH-19961025KC	  	5/21/1999	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KOMR(FM), Sun City, Arizona
Facility ID Number: 55913

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPK857	  	—	  	5/24/1988	  	10/1/2013	
Aural Studio Transmitter Link	  	WPOT268	  	—	  	5/05/1999	  	10/1/2013	
 
45

Main Station KOND(FM), Clovis, California
Facility ID Number: 39567
Frequency: 92.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KOND(FM)	  	BRH-20050801BPW	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KOND(FM)	  	BLH-20010821AAG	  	11/29/2001	  	12/1/2103	
Broadcast Auxiliary Stations Associated with
Main Station KOND(FM), Clovis, California
Facility ID Number: 39567

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLO875	  	—	  	5/22/1989	  	12/1/2013	
Main Station KOVE-FM, Galveston, Texas
Facility ID Number: 19091
Frequency: 106.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Construction Permit	  	KOVE-FM	  	BPH-20060322AEQ	  	8/10/2006	  	8/10/2009	
FM Broadcast Station Auxiliary Antenna License	  	KOVE-FM	  	BXLH-20050415ABL	  	2/8/2006	  	8/1/2013	
License Renewal Authorization	  	KOVE-FM	  	BRH-20050401ALM	  	7/27/2005	  	8/1/2013	
FM Broadcast Station License	  	KOVE-FM	  	BLH-19950503KA	  	7/12/1995	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KOVE-FM, Galveston, Texas
Facility ID Number: 19091

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Broadcast Auxiliary Remote Pickup	  	KPF955	  	—	  	9/26/1984	  	8/1/2013	
Aural Studio Transmitter Link	  	WHY659	  	—	  	7/24/1984	  	8/1/2013	
Aural Studio Transmitter Link	  	WQCA756	  	—	  	1/19/2005	  	8/1/2013	
 
46

Main Station KPTI(FM), Crystal Beach, Texas
Facility ID Number: 479
Frequency: 105.3
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KPTI(FM)	  	BRH-20050401AIK	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KPTI(FM)	  	BLH-20020228ACU	  	11/4/2002	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KPTI(FM), Crystal Beach, Texas
Facility ID Number: 479

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLP251	  	—	  	12/11/1989	  	8/1/2013	
Main Station KPTY(FM), Missouri City, TX
Facility ID Number: 57806
Frequency: 104.9
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna License	  	KPTY(FM)	  	BXLH-20060227ADU	  	3/15/2006	  	8/1/2013	
FM Broadcast Station Auxiliary License	  	KPTY(FM)	  	BXLH-20050415ABS	  	8/11/2005	  	8/1/2013	
License Renewal Authorization	  	KPTY(FM)	  	BRH-20050401AJH	  	7/25/2005	  	8/1/2013	
FM Broadcast Station License	  	KPTY(FM)	  	BLH-20020228ACZ	  	11/29/2002	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KPTY(FM), Missouri City, TX
Facility ID Number: 57806

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WMG551	  	—	  	11/5/1993	  	8/1/2013	
 
47

Main Station KQBT(FM), Rio Rancho, New Mexico
Facility ID Number: 65256
Frequency: 101.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KQBT(FM)	  	BXPH-20050714ACW	  	9/14/2005	  	9/14/2008	
License Renewal Authorization	  	KQBT(FM)	  	BRH-20050601BQM	  	9/28/2005	  	10/1/2013	
FM Broadcast Station Auxiliary Antenna Authorization	  	KQBT(FM)	  	BLH-19930614KA	  	9/14/1993	  	10/1/2013	
FM Broadcast Station License	  	KQBT(FM)	  	BLH-19860421KB	  	12/16/1986	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KQBT(FM), Rio Rancho, New Mexico
Facility ID Number: 65256

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WHS531	  	—	  	9/28/1989	  	10/1/2013	
Remote Pickup	  	WPPG976	  	—	  	12/17/1999	  	10/1/2013	
 
48

Main Station KQBU-FM, Port Arthur, Texas
Facility ID Number: 25583
Frequency: 93.3
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KQBU-FM	  	BXPH-20061114AAN	  	11/20/2006	  	11/20/2009 5	
License Renewal Authorization	  	KQBU-FM	  	BRH-20050401AJR	  	7/25/2005	  	8/1/2013	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KQBU-FM	  	BXPH-20050215ABW	  	4/19/2005	  	4/19/2008	
FM Broadcast Station License	  	KQBU-FM	  	BMLH-19950921KA	  	9/13/1996	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KQBU-FM, Port Arthur, Texas
Facility ID Number: 25583

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WQCD952	  	—	  	2/9/2005	  	8/1/2013	
Main Station KQBU-FM1, Clover Leaf, Texas
Facility ID Number: 169130
Frequency: 93.3
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Construction Permit	  	KQBU-FM1	  	BNPFTB-20060831AAX	  	11/3/2006	  	11/3/2009	

5  	On October 30, 2006 an application for License to Cover Auxiliary Construction Permit (File No. BNPFTB-20060831AAZ) was filed and remains pending.	
 
49

Main Station KQMR(FM), Globe, Arizona
Facility ID Number: 22977
Frequency: 100.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Special Temporary Authority	  	KQMR(FM)	  	BSTA-20070103AEL	  	1/22/2007	  	7/22/2007	
FM Broadcast Station Auxiliary Antenna License	  	KQMR(FM)	  	BXLH-20061030AJU	  	12/20/2006	  	10/1/2013	
License Renewal Authorization	  	KQMR(FM)	  	BRH-20050601BXS	  	6/29/2006	  	10/1/2013	
FM Broadcast Station License	  	KQMR(FM)	  	BMLH-20001025ABB	  	1/30/2001	  	10/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KQMR(FM), Globe, Arizona
Facility ID Number: 22977

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPOT269	  	—	  	5/5/1999	  	10/1/2013	
Aural Studio Transmitter Link	  	WPOT270	  	—	  	5/5/1999	  	10/1/2013	
 
50

Main Station KRCD(FM), Inglewood, California
Facility ID Number: 1025
Frequency: 103.9
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KRCD(FM)	  	BRH-20050801DMR	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KRCD(FM)	  	BMLH-20021025ABJ	  	1/29/2003	  	12/1/2013	
FM Broadcast Station Auxiliary Antenna License	  	KRCD(FM)	  	BXLH-20020718ABF	  	7/29/2002	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KRCD(FM), Inglewood, California
Facility ID Number: 1025

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KY5605	  	—	  	6/27/2000	  	12/1/2013	
Aural Studio Transmitter Link	  	WQDU955	  	—	  	11/4/2005	  	12/1/2013	
Aural Studio Transmitter Link	  	WPZS436	  	—	  	3/3/2004	  	12/1/2013	
Main Station KRCV(FM), West Covina, California
Facility ID Number: 19088
Frequency: 98.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KRCV(FM)	  	BRH-20050801DMI	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KRCV(FM)	  	BLH-20040316AFH	  	7/15/2004	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KRCV(FM), West Covina, California
Facility ID Number: 19088

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPZR927	  	—	  	3/1/2004	  	12/1/2013	
Aural Studio Transmitter Link	  	WQDU954	  	—	  	11/4/2005	  	12/1/2013	
 
51

Main Station KRDA(FM), Hanford, California
Facility ID Number: 26266
Frequency: 107.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station License	  	KRDA(FM)	  	BLH-20050812ABY	  	1/31/2006	  	12/1/2013	
License Renewal Authorization	  	KRDA(FM)	  	BRH-20050801ANI	  	11/21/2005	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KRDA(FM), Hanford, California
Facility ID Number: 26266

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KC27755	  	—	  	9/19/1994	  	12/1/2013	
Remote Pickup	  	KPK320	  	—	  	12/2/1999	  	12/1/2013	
Remote Pickup	  	KPK329	  	—	  	12/2/1999	  	12/1/2013	
Aural Studio Transmitter Link	  	WPNF886	  	—	  	10/8/1992	  	12/1/2013	
Main Station KRGT(FM), Indian Springs, Nevada
Facility ID Number: 11614
Frequency: 99.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KRGT(FM)	  	BXPH-20050629AAE	  	7/12/2005	  	7/12/2008	
License Renewal Authorization	  	KRGT(FM)	  	BRH-20050601CNV	  	9/29/2005	  	10/1/2013	
FM Broadcast Station License	  	KRGT(FM)	  	BLH-20021203ACS	  	3/6/2003	  	10/1/2013	
Main Station KRGT-FM1, Las Vegas, Nevada
Facility ID Number: 136175
Frequency: 99.3
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station License	  	KRGT-FM1	  	BLFTB-20050815AED	  	10/20/2005	  	10/1/2013	
 
52

Main Station KROM(FM), San Antonio, Texas
Facility ID Number: 67071
Frequency: 92.9
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KROM(FM)	  	BRH-20050401AGJ	  	2/27/2006	  	8/1/2013	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KROM(FM)	  	BXPH-20050215ABV	  	9/14/2005	  	9/14/2008	
FM Broadcast Station License	  	KROM(FM)	  	BLH-19970530KA	  	8/19/1997	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KROM(FM), San Antonio, Texas
Facility ID Number: 67071

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPNK617	  	—	  	4/19/1991	  	8/1/2013	
Main Station KRTX(AM), Rosenburg-Richmond, Texas
Facility ID Number: 57804
Frequency: 980
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KRTX(AM)	  	BR-20050401AKS	  	7/25/2005	  	8/1/2013	
AM Broadcast Station License	  	KRTX(AM)	  	BL-19990415DC	  	11/20/2001	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KRTX(AM), Rosenburg-Richmond, Texas
Facility ID Number: 57804

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WQCA781	  	—	  	1/19/2005	  	8/1/2013	
 
53

Main Station KSCA(FM), Glendale, California
Facility ID Number: 24548
Frequency: 101.9
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KSCA(FM)	  	BRH-20050801DMZ	  	12/21/2006	  	12/1/2013	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KSCA(FM)	  	BXPH-20050714ACO	  	7/28/2005	  	7/28/2008	
FM Broadcast Station License	  	KSCA(FM)	  	BLH-19960228KA	  	5/28/1996	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KSCA(FM), Glendale, California
Facility ID Number: 24548

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	KVU23	  	—	  	8/15/1997	  	12/1/2013	
Main Station KSOL(FM), San Francisco, California
Facility ID Number: 70032
Frequency: 98.9
TMS License California, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KSOL(FM)	  	BRH-20050801CKI	  	11/29/2005	  	12/1/2013	
FM Broadcast Station License	  	KSOL(FM)	  	BLH-19990723KF	  	1/5/2000	  	12/1/2013	
 
54

Main Station KSOL-FM2, Sausalilto, etc., California
Facility ID Number: 70028
Frequency: 98.9
TMS License California, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station License	  	KSOL-FM2	  	BLFTB-19921109TE	  	12/17/1992	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KSOL-FM2, Sausalilto, etc., California
Facility ID Number: 70028

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLF324	  	—	  	10/26/1990	  	12/1/2013	
Aural Intercity Relay	  	WLQ384	  	—	  	2/15/1994	  	12/1/2013	
Main Station KSOL-FM3, Pleasanton, California
Facility ID Number: 14485
Frequency: 98.9
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station License	  	KSOL-FM3	  	BLFTB-19970304TB	  	5/6/1997	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KSOL-FM3, Pleasanton, California
Facility ID Number: 14485

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLI941	  	—	  	12/16/1991	  	12/1/2013	
Main Station KSQL(FM), Santa Cruz, California
Facility ID Number: 70033
Frequency: 99.1
TMS License California, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KSQL(FM)	  	BRH-20050801CIL	  	12/16/2005	  	12/1/2013	
FM Broadcast Station License	  	KSQL(FM)	  	BLH-19900116KE	  	7/23/1990	  	12/1/2013	
 
55

Main Station KTNQ(AM), Los Angeles, California
Facility ID Number: 35673
Frequency: 1020
KTNQ-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTNQ(AM)	  	BR-20050801DND	  	11/29/2005	  	12/1/2013	
Direct Measurement	  	KTNQ(AM)	  	BZ-20031024ABR	  	6/23/2004	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KTNQ(AM), Los Angeles, California
Facility ID Number: 35673

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WBX262	  	—	  	3/24/1982	  	12/1/2013	
Aural Studio Transmitter Link	  	WCX527	  	—	  	5/10/1988	  	12/1/2013	
Aural Studio Transmitter Link	  	WPZS491	  	—	  	3/03/2004	  	12/1/2013	
Main Station KVVF(FM), Santa Clara, California
Facility ID Number: 19532
Frequency: 105.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Special Temporary Authority	  	KVVF(FM)	  	BSTA-20050909AGI	  	4/6/2006	  	10/6/2006 6	
License Renewal Authorization	  	KVVF(FM)	  	BRH-20050801COF	  	12/16/2005	  	12/1/2013	
FM Broadcast Station License	  	KVVF(FM)	  	BMLH-19930914KG	  	2/10/1994	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KVVF(FM), Santa Clara, California
Facility ID Number: 19532

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	KQH55	  	—	  	1/4/1988	  	12/1/2013	

6  	A Request for Extension of Special Temporary Authority was filed on September 29, 2006.	
 
56

Main Station KVVZ(FM), San Rafael, California
Facility ID Number: 40136
Frequency: 100.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KVVZ(FM)	  	BRH-20050801CPK	  	11/19/2005	  	12/1/2013	
FM Broadcast Station License	  	KVVZ(FM)	  	BLH-19980123KB	  	4/27/1998	  	12/1/2013	
Main Station KXTN-FM, San Antonio, Texas
Facility ID Number: 67064
Frequency: 107.5
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Special Temporary Authority	  	KXTN-FM	  	BSTA-20070103AEK	  	1/22/2007	  	7/22/2007	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	KXTN-FM	  	BXLH-20060612AAX	  	12/15/2006	  	8/1/2013	
FM Broadcast Station License	  	KXTN-FM	  	BLH-20060612AAY	  	9/14/2006	  	8/1/2013	
License Renewal Authorization	  	KXTN-FM	  	BRH-20050401AIL	  	7/29/2005	  	8/1/2013	
FM Broadcast Station Auxiliary Antenna License	  	KXTN-FM	  	BMLH-19841107KP	  	12/31/1984	  	8/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station KXTN-FM, San Antonio, Texas
Facility ID Number: 67064

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WHY528	  	—	  	11/20/1985	  	8/1/2013	
Remote Pickup	  	WPZB401	  	—	  	12/18/2003	  	8/1/2013	
 
57

Main Station WADO(AM), New York, New York
Facility ID Number: 70684
Frequency: 1280
WADO-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WADO(AM)	  	BR-20060201BHD	  	11/9/2006	  	6/1/2014	
AM Broadcast Station License	  	WADO(AM)	  	BL-20000721AAV	  	1/11/2001	  	6/1/2014	
Main Station WAEL(AM), Mayaguez, Puerto Rico
Facility ID Number: 70686
Frequency: 600
Univision Radio Puerto Rico, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WAEL(AM)	  	BR-20030930ABX	  	1/22/2004	  	2/1/2012	
AM Broadcast Station License	  	WAEL(AM)	  	BL-19991104ABQ	  	2/21/2002	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WAEL(AM), Mayaguez, Puerto Rico
Facility ID Number: 70686

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KFG819	  	—	  	7/18/2000	  	2/1/2012	
Remote Pickup	  	KR8545	  	—	  	8/15/2000	  	2/1/2012	
Remote Pickup	  	KY2995	  		  	8/30/2000	  	2/1/2012	
 
58

Main Station WAMR-FM, Miami, Florida
Facility ID Number: 61658
Frequency: 107.5
WQBA-FM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station License	  	WAMR-FM	  	BLH-20050303ADC	  	3/23/2005	  	2/1/2012	
FM Broadcast Station Auxiliary Antenna License	  	WAMR-FM	  	BXLH-20050104AAZ	  	4/27/2005	  	2/1/2012	
License Renewal Authorization	  	WAMR-FM	  	BRH-20030930BBT	  	3/24/2004	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WAMR-FM, Miami, Florida
Facility ID Number: 61658

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	WHE817	  	—	  	6/27/1989	  	2/1/2012	
Aural Studio Transmitter Link	  	WLO403	  	—	  	7/19/1988	  	2/1/2012	
Aural Studio Transmitter Link	  	WRS25	  	—	  	5/22/1989	  	2/1/2012	
Main Station WAQI(AM), Miami, Florida
Facility ID Number: 37254
Frequency: 710
License Corporation #1

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WAQI(AM)	  	BR-20030930BBY	  	3/24/2004	  	2/1/2012	
AM Broadcast Station License	  	WAQI(AM)	  	BL-19850910AA	  	7/20/1987	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WAQI(AM), Miami, Florida
Facility ID Number: 37254

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLD729	  	—	  	8/8/1986	  	2/1/2012	
 
59

Main Station WCAA(FM), Newark, New Jersey
Facility ID Number: 46978
Frequency: 105.9
WADO-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WCAA(FM)	  	BRH-20060201BGY	  	11/9/2006	  	6/1/2014	
FM Broadcast Station Auxiliary Antenna License	  	WCAA(FM)	  	BXLH-20050920AEH	  	1/11/2006	  	6/1/2014	
FM Broadcast Station Auxiliary Antenna Construction Permit	  	WCAA(FM)	  	BXPH-20051122AFR	  	11/30/2005	  	11/30/2008	
FM Broadcast Station License	  	WCAA(FM)	  	BMLH-19970327KB	  	9/02/2003	  	6/1/2014	
 
60

Main Station WKAQ(AM), San Juan, Puerto Rico
Facility ID Number: 19099
Frequency: 580
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Special Temporary Authority	  	WKAQ(AM)	  	BSTA-20050825AFY	  	3/31/2006	  	10/1/2006 7	
License Renewal Authorization	  	WKAQ(AM)	  	BR-20030930BCE	  	3/19/2004	  	2/1/2012	
AM Broadcast Station License	  	WKAQ(AM)	  	BL-19980407KA	  	6/12/2098	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WKAQ(AM), San Juan, Puerto Rico
Facility ID Number: 19099

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KEN470	  	—	  	2/1/1979	  	2/1/2012	
Remote Pickup	  	KIL419	  	—	  	8/23/1988	  	2/1/2012	
Remote Pickup	  	KIQ354	  	—	  	10/23/1998	  	2/1/2012	
Remote Pickup	  	KO8924	  	—	  	8/9/2000	  	2/1/2012	
Remote Pickup	  	KPF873	  	—	  	11/5/1986	  	2/1/2012	
Remote Pickup	  	KRD721	  	—	  	10/15/1969	  	2/1/2012	
Aural Studio Transmitter Link	  	KZL20	  	—	  	11/21/1967	  	2/1/2012	

7  	A Request for Extension of Special Temporary Authority was filed on September 29, 2006.	
 
61

Main Station WKAQ-FM, San Juan, Puerto Rico
Facility ID Number: 19098
Frequency: 104.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WKAQ-FM	  	BRH-20030930BCL	  	03/19/2004	  	2/1/2012	
FM Broadcast Station License	  	WKAQ-FM	  	BLH-19961118KC	  	1/14/1997	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WKAQ-FM, San Juan, Puerto Rico
Facility ID Number: 19098

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	KZL21	  	—	  	11/21/1967	  	2/1/2012	
Aural Intercity Relay	  	WMV654	  	—	  	3/28/1995	  	2/1/2012	
Aural Intercity Relay	  	WMV655	  	—	  	3/28/1995	  	2/1/2012	
Main Station WKAQ-FM1, Juana Diaz, Puerto Rico
Facility ID Number: 19100
Frequency: 104.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station License	  	WKAQ-FM1	  	BLFTB-19951124TB	  	5/23/1996	  	2/1/2012	
 
62

Main Station WOJO(FM), Evanston, Illinois
Facility ID Number: 67073
Frequency: 105.1
Tichenor License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna	  	WOJO(FM)	  	BXMLH-20051205ACA	  	2/22/2006	  	12/1/2012	
License Renewal Authorization	  	WOJO(FM)	  	BRH-20040802ASP	  	11/26/2004	  	12/1/2012	
FM Broadcast Station License	  	WOJO(FM)	  	BLH-20030616ACT	  	9/29/2003	  	12/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WOJO(FM), Evanston, Illinois
Facility ID Number: 67073

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WGZ629	  	—	  	4/1/1982	  	12/1/2012	
Remote Pickup	  	WPZF278	  	—	  	1/6/2004	  	12/1/2012	
Aural Studio Transmitter Link	  	WPZS309	  	—	  	3/2/2004	  	12/1/2012	
Main Station WPPN(FM), Des Plaines, Illinois
Facility ID Number: 25053
Frequency: 106.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Auxiliary Antenna License	  	WPPN(FM)	  	BXLH-20050311ADS	  	6/23/2005	  	12/1/2012	
License Renewal Authorization	  	WPPN(FM)	  	BRH-20040730BCZ	  	11/26/2004	  	12/1/2012	
FM Broadcast Station License	  	WPPN(FM)	  	BLH-19990818KA	  	12/2/1999	  	12/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WPPN(FM), Des Plaines, Illinois
Facility ID Number: 25053

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WIV92	  	—	  	12/2/1992	  	12/1/2012	
 
63

Main Station WQBA(AM), Miami, Florida
Facility ID Number: 73912
Frequency: 1140
WQBA-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WQBA(AM)	  	BR-20030930BBQ	  	3/19/2004	  	2/1/2012	
AM Broadcast Station License	  	WQBA(AM)	  	BL-19840524AA	  	7/24/1984	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WQBA(AM), Miami, Florida
Facility ID Number: 73912

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KEH477	  	—	  	12/3/1985	  	2/1/2012	
Remote Pickup	  	KEH478	  	—	  	8/26/1992	  	2/1/2012	
Remote Pickup	  	KJG594	  	—	  	7/27/2000	  	2/1/2012	
Aural Studio Transmitter Link	  	WDT804	  	—	  	11/10/1992	  	2/1/2012	
Remote Pickup	  	WHE975	  	—	  	8/26/1982	  	2/1/2012	
Aural Studio Transmitter Link	  	WLE384	  	—	  	11/10/1992	  	2/1/2012	
Aural Studio Transmitter Link	  	WLG902	  	—	  	11/10/1992	  	2/1/2012	
Main Station WRTO(AM), Chicago, Illinois
Facility ID Number: 11196
Frequency: 1200
WLXX-AM License Corp.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WRTO(AM)	  	BR-20040802AUM	  	11/26/2004	  	12/1/2012	
AM Broadcast Station License	  	WRTO(AM)	  	BL-19891027AC	  	10/1/1991	  	12/1/2012	
 
64

Main Station WRTO-FM, Goulds, Florida
Facility ID Number: 37253
Frequency: 98.3
License Corporation #2

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Broadcast Station Construction Permit	  	WRTO-FM	  	BPH-20050318AAI	  	6/21/2005	  	6/21/2008	
License Renewal Authorization	  	WRTO-FM	  	BRH-20030930BCA	  	3/31/2004	  	2/1/2012	
FM Broadcast Station License	  	WRTO-FM	  	BLH-19920311KD	  	3/23/1993	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WRTO-FM, Goulds, Florida
Facility ID Number: 37253

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WAY671	  	—	  	10/20/1989	  	2/1/2012	
Main Station WUKQ(AM), Ponce, Puerto Rico
Facility ID Number: 9352
Frequency: 1420
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Direct Measurement	  	WUKQ(AM)	  	BZ-20040409ABU	  	6/23/2004	  	2/1/2012	
License Renewal Authorization	  	WUKQ(AM)	  	BR-20030930BCP	  	3/19/2004	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WUKQ(AM), Ponce, Puerto Rico
Facility ID Number: 9352

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KU3832	  	—	  	4/7/2000	  	2/1/2012	
Aural Studio Transmitter Link	  	WGZ664	  	—	  	2/19/1981	  	2/1/2012	
 
65

Main Station WUKQ-FM, Mayaguez, Puerto Rico
Facility ID Number: 54818
Frequency: 99.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WUKQ-FM	  	BRH-20030930BCT	  	3/19/2004	  	2/1/2012	
FM Broadcast Station License	  	WUKQ-FM	  	BLH-19850301KP	  	5/10/1985	  	2/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WUKQ-FM, Mayaguez, Puerto Rico
Facility ID Number: 54818

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WHA886	  	—	  	12/20/1990	  	2/1/2012	
Aural Intercity Relay	  	WPJA316	  	—	  	8/30/1995	  	2/1/2012	
Aural Intercity Relay	  	WPJA317	  	—	  	8/30/1995	  	2/1/2012	
Main Station WUKQ-FM1, Ponce, Puerto Rico
Facility ID Number: 127832
Frequency: 99.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station Construction Permit	  	WUKQ-FM1	  	BPFTB-20050504AAS	  	6/17/2005	  	6/17/2008	
FM Booster Station License	  	WUKQ-FM1	  	BLFTB-20040409AAU	  	6/24/2004	  	2/01/2012	
Main Station WVIV-FM, Highland Park, Illinois
Facility ID Number: 74177
Frequency: 103.1
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WVIV-FM	  	BRH-20040802AYV	  	11/26/2004	  	12/1/2012	
FM Broadcast Station Construction Permit	  	WVIV-FM	  	BPH-20030204ABU	  	3/15/2004	  	3/15/2007	
FM Broadcast Station License	  	WVIV-FM	  	BLH-19990730KB	  	8/18/1999	  	12/1/2012	
 
66

Main Station WVIX(FM), Joliet, Illinois
Facility ID Number: 48449
Frequency: 93.5
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WVIX(FM)	  	BRH-20040802AYD	  	11/26/2004	  	12/1/2012	
FM Broadcast Station License	  	WVIX(FM)	  	BLH-20031015ADZ	  	2/9/2004	  	12/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WVIX(FM), Joliet, Illinois
Facility ID Number: 48449

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WPJC919	  	—	  	12/12/1995	  	12/1/2012	
Main Station WQBU-FM (Formerly WZAA(FM)), Garden City, New York
Facility ID Number: 30573
Frequency: 92.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WQBU-FM	  	BRH-20060201BHM	  	11/9/2006	  	6/1/2014	
FM Broadcast Station License	  	WQBU-FM	  	BLH-20000607ACM	  	7/11/2000	  	6/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station WQBU-FM, Garden City, New York
Facility ID Number: 30573

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Aural Studio Transmitter Link	  	WLI420	  	—	  	5/11/1994	  	6/1/2014	
 
67

Main Station WQBU-FM1 (Formerly WZAA-FM1), New York, New York
Facility ID Number: 159388
Frequency: 92.7
Univision Radio License Corporation

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
FM Booster Station Construction Permit	  	WQBU-FM1	  	BNPFTB-20030828AWV	  	4/4/2005	  	4/4/2008	
 
68

UNIVISION TELEVISION LICENSES
Main Station K16FB, Globe, Arizona
Facility ID Number: 127930
Channel: 16
Telefutura Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Low Power Television License	  	K16FB	  	BLTTL-20041115AFY	  	12/19/2006	  	10/1/2014	
Main Station K21GC, Safford, Arizona
Facility ID Number: 128900
Channel: 21
Telefutura Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	K21GC	  	BRTTL-20060601BDB	  	11/02/06	  	10/1/2014	
Low Power Television License	  	K21GC	  	BLTT-20060215AAV	  	2/24/06	  	10/1/2014	
Main Station K45DX, Floresville, Texas
Facility ID Number: 36188
Channel: 45
Telefutura Partnership of Floresville

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	K45DX	  	BRTTL-20060331BPD	  	07/28/2006	  	8/1/2014	
Low Power Television License	  	K45DX	  	BLTTL-20001108ABZ	  	2/1/2001	  	8/1/2014	
Main Station K48GX, Tucson, Arizona
Facility ID Number: 35704
Channel: 48
KTVW License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	K48GX	  	BRTTL-20060601BAJ	  	11/08/2006	  	10/1/2014	
Low Power Television License	  	K48GX	  	BLTTL-20030418ABD	  	5/23/03	  	10/1/2014	
 
69

Main Station KABE-LP, Bakersfield, California
Facility ID Number: 18747
Channel: 52
Telefutura Bakersfield LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Extension of Special Temporary Authority	  	KABE-LP	  	BESTA-20061117AFB	  	12/4/2006	  	5/22/2007	
License Renewal Authorization	  	KABE-LP	  	BRTTL-20060803AQA	  	12/1/2006	  	12/1/2014	
Low Power Television License	  	KABE-LP	  	BLTTL-960905JA	  	9/10/1996	  	12/1/2014	
Construction Permit	  	KABE-LP	  	BMPTTL-20060705ABY	  	10/31/2006	  	04/06/2009	
Broadcast Auxiliary Stations Associated with
Main Station KABE-LP, Bakersfield, California
Facility ID Number: 18747

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPNH655	  	0001661942	  	9/22/1997	  	12/1/2014	
 
70

Main Station KAKW-TV, Killeen, Texas
Facility ID Number: 148
Channel: 62
KAKW License Partnership, L.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	KAKW-DT	  	BLCDT-20060912ACJ	  	11/16/2006	  	8/1/2014	
License Renewal Authorization	  	KAKW-TV	  	BRCT-20060331BPK	  	7/31/2006	  	8/1/2014	
Analog Television License	  	KAKW-TV	  	BLCT-20021011ABJ	  	2/4/2003	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KAKW-TV, Killeen, Texas
Facility ID Number: 148

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPXF992	  	0001092771	  	3/26/2003	  	8/1/2014	
TV Intercity Relay	  	WPZX857	  	—	  	4/6/2004	  	8/1/2014	
Earth Station Associated with
Main Station KAKW-TV, Killeen, Texas
Facility ID Number: 148

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E060016	  	SES-LIC-20060122-00073	  	4/3/2006	  	4/3/2021	
 
71

Main Station KBTF-CA, Bakersfield, California
Facility ID Number: 34438
Channel: 31
KFTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KBTF-CA	  	BRTTA-20060803AQD	  	12/1/2006	  	12/1/2014	
Class A Television License	  	KBTF-CA	  	BLTTA-20041126ACC	  	12/7/2004	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KBTF-CA, Bakersfield, California
Facility ID Number: 34438

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Translator Relay	  	WHY340	  	0001668261	  	2/28/1996	  	12/1/2014	
TV Translator Relay	  	WLJ626	  	0001668320	  	2/28/1996	  	12/1/2014	
TV Translator Relay	  	WMF705	  	0001668373	  	12/7/1992	  	12/1/2014	
TV Studio Transmitter Link	  	WPSF383	  	—	  	4/4/2001	  	12/1/2014	
Broadcast Auxiliary Remote Pickup	  	WPYA968	  	—	  	7/14/2003	  	12/1/2014	
TV Pickup	  	WQCA954	  	—	  	1/20/2005	  	12/1/2014	
Main Station KDOS-LP, Globe, Arizona
Facility ID Number: 129078
Channel: 53
Telefutura Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Displacement Construction Permit	  	KDOS-LP	  	BDISTTL-20060119AAU	  	9/1/2006	  	2/9/2007 8	
Low Power Television Construction Permit	  	KDOS-LP	  	BNPTTL-20000831BOB	  	2/9/2004	  	2/9/2007 7	

8  	A license to cover application was timely filed.	
 
72

Main Station KDTV(TV), San Francisco, California
Facility ID Number: 33778
Channel: 14
KDTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	KDTV-DT	  	BLCDT-20021015ABK	  	11/19/2002	  	12/1/2006 8	
Analog Television License	  	KDTV(TV)	  	BLCT-19990625KG	  	10/22/1999	  	12/1/2006 8	
License Renewal Authorization	  	KDTV(TV)	  	BRCT-19980803LM	  	11/30/1998	  	12/1/2006 9	
Broadcast Auxiliary Stations Associated with
Main Station KDTV(TV), San Francisco, California
Facility ID Number: 33778

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KB98132	  	0001671184	  	8/1/1985	  	12/1/2006 8	
TV Pickup	  	WPZY577	  	0001631645	  	4/9/2004	  	12/1/2006 8	
TV Intercity Relay	  	WBB440	  	0001671330	  	11/23/1976	  	12/1/2006 8	
TV Intercity Relay	  	WBB441	  	0001671341	  	11/23/1976	  	12/1/2006 8	
TV Intercity Relay	  	WBB442	  	0001671570	  	9/15/1997	  	12/1/2006 8	
TV Intercity Relay	  	WBG561	  	0001671628	  	3/26/1979	  	12/1/2006 8	
TV Intercity Relay	  	WBG562	  	0001671677	  	12/1/1976	  	12/1/2006 8	
TV Intercity Relay	  	WLF399	  	0001671687	  	3/04/1999	  	12/1/2006 8	
TV Transmitter Link	  	WPOR971	  	0001671695	  	2/24/1999	  	12/1/2006 8	
TV Intercity Relay	  	WPSF351	  	0001671705	  	4/04/2001	  	12/1/2006 8	
TV Intercity Relay	  	WPSG602	  	0001671743	  	4/18/2001	  	12/1/2006 8	
Business Radio Stations Associated with
Main Station KDTV(TV), San Francisco, California
Facility ID Number: 33778

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Private Operational Fixed Microwave	  	WNEK413	  	R980416030	  	4/16/1998	  	6/30/2008	
Private Operational Fixed Microwave	  	WNEK414	  	R980416029	  	4/16/1998	  	6/30/2008	

9  	The license term has been extended beyond the stated expiration date by the filing of a timely license renewal application.	
 
73

Main Station KDTV-CA, Santa Rosa, California
Facility ID Number: 18148
Channel: 28
KDTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KDTV-CA	  	BRTTA-20060803APZ	  	12/04/2006	  	12/1/2014	
Class A Television License	  	KDTV-CA	  	BLTTA-20030212AAT	  	3/13/2003	  	12/1/2014	
Low Power Television License	  	KDTV-LP	  	BLTTL-20000821ACA	  	9/13/2000	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KDTV-CA, Santa Rosa, California
Facility ID Number: 18148

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPSF389	  	—	  	4/4/2001	  	12/1/2014	
Main Station KEXT-CA, Modesto, California
Facility ID Number: 70900
Channel: 27
Telefutura Sacramento LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KEXT-CA	  	BRTTA-20060803APM	  	12/4/2006	  	12/1/2014	
Class A Television License	  	KEXT-CA	  	BLTTA-20030123ACJ	  	3/13/2003	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KEXT-CA, Modesto, California
Facility ID Number: 70900

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPSR408	  	—	  	7/17/2001	  	12/1/2014	
TV Microwave Booster	  	WPYW915	  	—	  	11/19/2003	  	12/1/2014	
 
74

Main Station KEZT-CA, Sacramento, California
Facility ID Number: 52891
Channel: 23
Telefutura Sacramento LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KEZT-CA	  	BRTTA-20060803APF	  	12/4/2006	  	12/1/2014	
Class A Television License	  	KEZT-CA	  	BLTTA-20010709AAR	  	8/27/2001	  	12/1/2014	
Main Station KFPH-CA, Phoenix, Arizona
Facility ID Number: 2739
Channel: 39
Telefutura Partnership of Phoenix.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFPH-CA	  	BRTTA-20060601ATR	  	11/15/2006	  	10/1/2014	
Class A Television License	  	KFPH-CA	  	BLTTA-20030122ADP	  	3/13/2003	  	10/1/2014	
Main Station KFPH-TV, Flagstaff, Arizona
Facility ID Number: 41517
Channel: 13
Telefutura Partnership of Flagstaff

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	KFPH-DT	  	BLCDT-20060912ADD	  	11/28/2006	  	10/1/2014	
License Renewal Authorization	  	KFPH-TV	  	BRCT-20060601ATN	  	9/29/2006	  	10/1/2014	
Analog Television License	  	KFPH-TV	  	BLCT-19920109KG	  	3/11/1992	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KFPH-TV, Flagstaff, Arizona
Facility ID Number: 41517

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WMF306	  	—	  	5/28/1992	  	10/1/2014	
 
75

Main Station KFSF-TV, Vallejo, California
Facility ID Number: 51429
Channel: 66
Telefutura San Francisco LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFSF-TV	  	BRCT-20060803APX	  	11/30/2006	  	12/1/2014	
Digital Television License	  	KFSF-DT	  	BLCDT-20030620ABV	  	12/17/2003	  	12/1/2014	
Analog Television License	  	KFSF-TV	  	BLCT-20021206ABN	  	10/9/2003	  	12/1/2014 10	
Television Auxiliary Antenna	  	KFSF-TV	  	BXLCT-19980401AAD	  	1/24/2001	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KFSF-TV, Vallejo, California
Facility ID Number: 51429

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Intercity Relay	  	WPWK416	  	0001662664	  	12/05/02	  	12/1/2014	
TV Studio Transmitter Link	  	WPWK418	  	0001662679	  	12/05/02	  	12/1/2014	

10  	A request for Special Temporary Authority has been filed.	
 
76

Main Station KFTH-TV, Alvin, Texas
Facility ID Number: 60537
Channel: 67
Telefutura Houston LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFTH-TV	  	BRCT-20060331BNS	  	7/31/2006	  	8/1/2014	
Digital Television License	  	KFTH-DT	  	BLCDT-20050527BEM	  	6/17/2005	  	8/1/2014	
Analog Television License	  	KFTH-TV	  	BLCT-20021202ACG	  	6/17/2005	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KFTH-TV, Alvin, Texas
Facility ID Number: 60537

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPG787	  	0001662606	  	2/22/1989	  	8/1/2014	
TV Studio Transmitter Link	  	WLF782	  	0001662619	  	12/13/1985	  	8/1/2014	
Main Station KFTO-CA, San Antonio, Texas
Facility ID Number: 39480
Channel: 67
Telefutura Partnership of San Antonio

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFTO-CA	  	BRTTA-20060331BPC	  	9/26/2006	  	8/1/2014	
Class A Television License	  	KFTO-CA	  	BLTTL-20010712ADZ	  	3/25/2002	  	8/1/2014	
 
77

Main Station KFTR-TV, Ontario, California
Facility ID Number: 60549
Channel: 46
Telefutura Los Angeles LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Extension of Digital Television Special Temporary Authority	  	KFTR-DT	  	BEDSTA-20051110AGY	  	02/08/2006	  	07/01/2006 11	
Television Broadcast Station License	  	KFTR-TV	  	BLCT-20050217AAG	  	3/30/2005	  	12/01/2006 12	
Digital Television Construction Permit	  	KFTR-TV	  	BPCDT-19991029AFX	  	3/20/2000	  	07/01/2006 13	
License Renewal Authorization	  	KFTR-TV	  	BRCT-19980731LB	  	11/30/1998	  	12/01/2006 14	
Broadcast Auxiliary Stations Associated with
Main Station KFTR-TV, Ontario, California
Facility ID Number: 60549

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPE749	  	0001663503	  	10/26/1983	  	12/1/2006 11	
Remote Pickup	  	KPF234	  	0001663505	  	9/2/1987	  	12/1/2006 11	
Remote Pickup	  	KPF921	  	0001663523	  	4/17/1984	  	12/1/2006 11	
TV Studio Transmitter Link	  	WPXJ767	  	0001663658	  	4/17/2003	  	12/1/2006 11	

11  	A timely request to extend the Special Temporary Authority has been filed.	
12  	The license term has been extended beyond the stated expiration date by the filing of a timely license renewal application.	
13  	The construction permit has been extended beyond the stated expiration date by the filing of a timely request for Special Temporary Authority.	
14  	The license term has been extended beyond the stated expiration date by the filing of a timely license renewal application.	
 
78

Main Station KFTU-CA, Tucson, Arizona
Facility ID Number: 53004
Channel: 25
Telefutura Partnership of Tucson

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFTU-CA	  	BRTTA-20060601BCJ	  	10/18/2006	  	10/1/2014	
Class A Television License	  	KFTU-CA	  	BLTTA-20021223AAK	  	1/17/2003	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KFTU-CA, Tucson, Arizona
Facility ID Number: 53004

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPUR947	  	0001662183	  	4/22/02	  	10/1/2014	
Main Station KFTU-TV, Douglas, Arizona
Facility ID Number: 81441
Channel: 3
Telefutura Partnership of Douglas

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFTU-TV	  	BRCT-20060601BBH	  	9/26/2006	  	10/1/2014	
Analog Television License	  	KFTU-TV	  	BLCT-20010417AAO	  	2/4/2004	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KFTU-TV, Douglas, Arizona
Facility ID Number: 81441

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Intercity Relay	  	WPUP292	  	—	  	4/5/2002	  	10/1/2014	
TV Intercity Relay	  	WPUV915	  	—	  	5/13/2002	  	10/1/2014	
TV Intercity Relay	  	WPUV916	  	—	  	5/13/2002	  	10/1/2014	
 
79

Main Station KFTV(TV), Hanford, California
Facility ID Number: 34439
Channel: 21
KFTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KFTV(TV)	  	BRCT-20060803APN	  	11/30/2006	  	12/1/2014	
Digital Television License	  	KFTV-DT	  	BLCDT-20020906ABE	  	1/23/2003	  	12/1/2014	
Analog Television License	  	KFTV(TV)	  	BLCT-19971110KG	  	1/23/2003	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KFTV(TV), Hanford, California
Facility ID Number: 34439

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPM280	  	0001667966	  	8/27/1982	  	12/1/2014	
Remote Pickup	  	KPM284	  	0001667979	  	8/27/1982	  	12/1/2014	
TV Intercity Relay	  	WBB445	  	0001667989	  	2/28/1996	  	12/1/2014	
TV Intercity Relay	  	WBG564	  	0001668026	  	2/28/1996	  	12/1/2014	
TV Intercity Relay	  	WBK240	  	0001668239	  	2/10/1976	  	12/1/2014	
TV Intercity Relay	  	WHF245	  	0001668253	  	5/6/1993	  	12/1/2014	
TV Intercity Relay	  	WKG56	  	0001668271	  	2/28/1996	  	12/1/2014	
TV Intercity Relay	  	WLD986	  	0001668281	  	8/1/1985	  	12/1/2014	
TV Intercity Relay	  	WLF394	  	0001668298	  	8/15/1985	  	12/1/2014	
TV Intercity Relay	  	WLG956	  	0001668310	  	6/22/1988	  	12/1/2014	
TV Intercity Relay	  	WLV37	  	0001668325	  	2/28/1996	  	12/1/2014	
TV Intercity Relay	  	WPOP979	  	0001668383	  	10/2/1998	  	12/1/2014	
TV Intercity Relay	  	WPSD775	  	0001668388	  	3/22/2001	  	12/1/2014	
TV Intercity Relay	  	WPST670	  	0001668404	  	8/1/2001	  	12/1/2014	
TV Pickup	  	WPTL740	  	0001668420	  	10/29/2001	  	12/1/2014	
TV Intercity Relay	  	WPXT448	  	0001668466	  	6/6/2003	  	12/1/2014	
Remote Pickup	  	WPYA968	  	0001668476	  	7/14/2003	  	12/1/2014	
 
80

Main Station KMEX-TV, Los Angeles, California
Facility ID Number: 35123
Channel: 34
KMEX License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KMEX-TV	  	BRCT-20060804AER	  	11/30/2006	  	12/1/2014	
Analog Television License	  	KMEX-TV	  	BLCT-20030313AHD	  	5/5/2003	  	12/1/2014	
Digital Television License	  	KMEX-DT	  	BLCDT-20021118ACF	  	5/5/2003	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KMEX-TV, Los Angeles, California
Facility ID Number: 35123

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Broadcast Auxiliary Low Power	  	BLP00746	  	0001663703	  	6/3/1986	  	12/1/2014	
TV Pickup	  	KA88835	  	0001663808	  	4/9/1990	  	12/1/2014	
TV Pickup	  	KN5530	  	0001664013	  	3/10/1983	  	12/1/2014	
TV Studio Transmitter Link	  	KNL96	  	0001664041	  	5/6/1993	  	12/1/2014	
Remote Pickup	  	KPF248	  	0001713651	  	7/10/1984	  	12/1/2014	
Remote Pickup	  	KPF893	  	0001713616	  	3/11/1993	  	12/1/2014	
TV Intercity Relay	  	WHB850	  	0001664115	  	5/6/1993	  	12/1/2014	
TV Intercity Relay	  	WMU704	  	0001666140	  	4/22/1994	  	12/1/2014	
TV Intercity Relay	  	WPSD769	  	0001666159	  	3/22/2001	  	12/1/2014	
TV Intercity Relay	  	WPSD771	  	0001666166	  	3/22/2001	  	12/1/2014	
TV Intercity Relay	  	WPSD772	  	0001666174	  	3/22/2001	  	12/1/2014	
TV Intercity Relay	  	WPSE492	  	0001666185	  	3/28/2001	  	12/1/2014	
TV Intercity Relay	  	WPSF374	  	0001666194	  	4/4/2001	  	12/1/2014	
TV Intercity Relay	  	WPSF375	  	0001666226	  	4/4/2001	  	12/1/2014	
TV Intercity Relay	  	WPYW441	  	0001808571	  	11/15/2003	  	12/1/2014	
TV Intercity Relay	  	WPYZ683	  	0001666256	  	12/10/2003	  	12/1/2014	
 
81

Earth Stations Associated with
Main Station KMEX-TV, Los Angeles, California
Facility ID Number: 35123

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E040183	  	SES-LIC-20040416-00564	  	5/28/2004	  	5/28/2019	
Earth Station Authorization	  	E020109	  	SES-LIC-20020418-00673	  	9/3/2002	  	9/3/2017	
Main Station KNIC-CA, San Antonio, Texas
Facility ID Number: 48837
Channel: 17
Telefutura Partnership of San Antonio

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Special Temporary Authority	  	KNIC-CA	  	BSTA-20060925ADT	  	10/4/2006	  	4/4/2007	
License Renewal Authorization	  	KNIC-CA	  	BRLTTA-20060331BPB	  	9/26/2006	  	8/1/2014	
Class A Television License	  	KNIC-CA	  	BLTTA-20010703ABF	  	8/31/2001	  	8/1/2014	
Main Station KNIC-TV, Blanco, Texas
Facility ID Number: 125710
Channel: 17
Univision Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Analog Television License	  	KNIC-TV	  	BLCT-20061003AFN	  	1/31/2007	  	8/1/2014	
 
82

Main Station KSTR-TV, Irving, Texas
Facility ID Number: 60534
Channel: 49
Telefutura Dallas LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KSTR-TV	  	BRCT-20060403BZU	  	7/31/2006	  	8/1/2014	
Digital Television License	  	KSTR-DT	  	BLCDT-20020909AAM	  	2/12/2003	  	8/1/2014	
Analog Television License	  	KSTR-TV	  	BLCT-20001116ABS	  	5/2/2001	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KSTR-TV, Irving, Texas
Facility ID Number: 60534

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WHS572	  	0001647975	  	9/9/83	  	8/1/2014	
TV Intercity Relay	  	WHS596	  	0001647991	  	3/16/87	  	8/1/2014	
Main Station KTFB-CA, Bakersfield, California
Facility ID Number: 18732
Channel: 4
Telefutura Bakersfield LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTFB-CA	  	BRTVA-20060803AQB	  	12/4/2006	  	12/1/2014	
Class A Television License	  	KTFB-CA	  	BLTVA-20010625AAL	  	8/28/2001	  	12/1/2014	
 
83

Main Station KTFF-LP, Fresno, California
Facility ID Number: 23272
Channel: 41
Telefutura Fresno LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTFF-LP	  	BRTT-20060804AFW	  	11/30/2006	  	12/1/2014	
Low Power Television License	  	KTFF-LP	  	BLTTL-20020722AAJ	  	8/15/2002	  	12/1/2014	
Main Station KTFF-TV, Portersville, California
Facility ID Number: 35512
Channel: 61
Telefutura Fresno LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTFF-TV	  	BRCT-20060804AFV	  	11/30/2006	  	12/1/2014	
Digital Television License	  	KTFF-DT	  	BLCDT-20020920ADD	  	2/12/2003	  	12/1/2014	
Analog Television License	  	KTFF-TV	  	BLCT-20020625AAF	  	2/12/2003	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KTFF-TV, Portersville, California
Facility ID Number: 35512

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WLP506	  	0001639507	  	11/30/1998	  	12/1/2014	
TV Studio Transmitter Link	  	WPOR920	  	0001639522	  	1/22/1999	  	12/1/2014	
 
84

Main Station KTFK-TV, Stockton, California
Facility ID Number: 20871
Channel: 64
Telefutura Sacramento LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTFK-TV	  	BRCT-20060803APC	  	11/30/2006	  	12/1/2014	
Digital Television License	  	KTFK-DT	  	BLCDT-20051129AOJ	  	2/1/2006	  	12/1/2014	
Analog Television License	  	KTFK-TV	  	BLCT-19910403KE	  	6/27/1991	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KTFK-TV, Stockton, California
Facility ID Number: 20871

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPK892	  	—	  	12/14/94	  	12/1/2014	
TV Studio Transmitter Link	  	WLI618	  	0001811494	  	02/22/89	  	12/1/2014	
TV Intercity Relay	  	WPOT265	  	0001811497	  	04/30/99	  	12/1/2014	
 
85

Main Station KTFO-CA (Formerly KAKW-CA), Austin, Texas
Facility ID Number: 35882
Channel: 31
KAKW License Partnership, L.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTFO-CA	  	BRTTA-20060330BPM	  	9/26/2006	  	8/1/2014	
Class A Television License	  	KTFO-CA	  	BLTTA-20010702ADU	  	8/30/2001	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KTFO-CA, Austin, Texas
Facility ID Number: 35882

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPSF385	  	—	  	4/4/2001	  	8/1/2014	
TV Microwave Booster	  	WPZN958	  	—	  	2/11/2004	  	8/1/2014	
Main Station KTFQ-TV, Albuquerque, New Mexico
Facility ID Number: 57220
Channel: 14
Telefutura Albuquerque LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTFQ-TV	  	BRCT-20060601BEJ	  	9/29/2006	  	10/1/2014	
Analog Television License	  	KTFQ-TV	  	BLCT-19990408KE	  	1/7/2000	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KTFQ-TV, Albuquerque, New Mexico
Facility ID Number: 57220

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WPOT846	  	—	  	05/14/99	  	10/1/2014	
 
86

Main Station KTVW-CA, Flagstaff, Arizona
Facility ID Number: 29464
Channel: 6
KTVW License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTVW-CA	  	BRTVA-20060601ATL	  	10/18/2006	  	10/1/2014	
Class A Television License	  	KTVW-CA	  	BLTVA-20001204AHY	  	1/16/2001	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KTVW-CA, Flagstaff, Arizona
Facility ID Number: 29464

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Intercity Relay	  	WPUP304	  	0001672841	  	4/5/2002	  	10/1/2014	
TV Intercity Relay	  	WPUP626	  	0001672843	  	4/9/2002	  	10/1/2014	
TV Intercity Relay	  	WPUP628	  	0001672846	  	4/9/2002	  	10/1/2014	
TV Intercity Relay	  	WPUS595	  	0001672853	  	4/24/2002	  	10/1/2014	
TV Studio Transmitter Link	  	WPUU273	  	0001672858	  	5/2/2002	  	10/1/2014	
Business Radio Stations Associated with
Main Station KTVW-CA, Flagstaff, Arizona
Facility ID Number: 29464

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Microwave Industrial/
Business Pool	  	WPON213	  	0001104925	  	3/20/2000	  	3/20/2010	
 
87

Main Station KTVW-TV, Phoenix, Arizona
Facility ID Number: 35705
Channel: 33
KTVW License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KTVW-TV	  	BRCT-20060601ASE	  	9/29/2006	  	10/1/2014	
Digital Television License	  	KTVW-DT	  	BLCDT-20020819ABN	  	1/23/03	  	10/1/2014	
Analog Television License	  	KTVW-TV	  	BLCT-19971110KF	  	1/23/03	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KTVW-TV, Phoenix, Arizona
Facility ID Number: 35705

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WGR737	  	0001671770	  	8/12/1981	  	10/1/2014	
TV Intercity Relay	  	WPSD773	  	0001671873	  	3/22/2001	  	10/1/2014	
TV Intercity Relay	  	WPSD774	  	0001671883	  	3/22/2001	  	10/1/2014	
TV Intercity Relay	  	WPTX989	  	0001672804	  	1/102002	  	10/1/2014	
TV Intercity Relay	  	WPUB888	  	0001672814	  	1/31/2002	  	10/1/2014	
TV Intercity Relay	  	WPUC900	  	0001672826	  	2/6/2002	  	10/1/2014	
TV Intercity Relay	  	WPUD917	  	0001672832	  	2/13/2002	  	10/1/2014	
TV Intercity Relay	  	WPUE492	  	—	  	2/15/2002	  	10/1/2014	
TV Pickup	  	WPVT229	  	0001672864	  	8/14/2002	  	10/1/2014	
TV Intercity Relay	  	WPWD236	  	0001677319	  	10/17/2002	  	10/1/2014	
TV Intercity Relay	  	WPWD237	  	0001677354	  	10/17/2002	  	10/1/2014	
TV Intercity Relay	  	WPWD238	  	0001677367	  	10/17/2002	  	10/1/2014	
 
88

Main Station KUTH(TV), Provo, Utah
Facility ID Number: 81451
Channel: 32
Univision Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUTH(TV)	  	BRCT-20060601BDR	  	9/29/2006	  	10/1/2014	
Analog Television License	  	KUTH(TV)	  	BLCT-20041018AAS	  	4/13/2005	  	10/1/2014	
Main Station KUVE-CA, Tucson, Arizona
Facility ID Number: 78036
Channel: 38
KTVW License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUVE-CA	  	BRCT-20060601BAB	  	10/18/2006	  	10/1/2014	
Class A Television License	  	KUVE-CA	  	BLTTA-20030418ABB	  	5/23/2003	  	10/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KUVE-CA, Tucson, Arizona
Facility ID Number: 78036

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WLP772	  	0001671786	  	09/28/1990	  	10/1/2014	
TV Intercity Relay	  	WLP773	  	0001671854	  	09/28/1990	  	10/1/2014	
TV Intercity Relay	  	WPSF376	  	0001671893	  	4/4/2001	  	10/1/2014	
TV Intercity Relay	  	WPSF377	  	0001672792	  	4/4/2001	  	10/1/2014	
TV Intercity Relay	  	WPSF378	  	0001672800	  	4/4/2001	  	10/1/2014	
 
89

Main Station KUVE-TV, Green Valley, Arizona
Facility ID Number: 63927
Channel: 46
Univision Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUVE-TV	  	BRCT-20060601AZU	  	9/29/2006	  	10/1/2014	
Digital Television Construction Permit	  	KUVE-TV	  	BPCDT-20000501AEM	  	4/18/2002	  	4/24/2004 15	
Extension of Digital Television Special Temporary Authority	  	KUVE-DT	  	BEDSTA-20051213ADT	  	1/20/2006	  	7/1/2006 16	
Analog Television License	  	KUVE-TV	  	BLCT-20001221ABN	  	6/2/2003	  	10/1/2014 17	

15  	The construction permit has been extended by the filing of a timely request for Special Temporary Authority.	
16  	A timely request to extend the Special Temporary Authority has been filed.	
17  	A request for Special Temporary Authority has been filed.	
 
90

Main Station KUVI-TV, Bakersfield, California
Facility ID Number: 7700
Channel: 45
KUVI License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUVI-TV	  	BRCT-20060803APY	  	1/23/2007	  	12/1/2014	
Digital Television License	  	KUVI-DT	  	BLCDT-20020906ABI	  	2/12/2003	  	12/1/2014	
Analog Television License	  	KUVI-TV	  	BLCT-19881229KF	  	2/12/2003	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KUVI-TV, Bakersfield, California
Facility ID Number: 7700

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WLO475	  	0001662695	  	8/27/1992	  	12/1/2014	
TV Intercity Relay	  	WPOP972	  	0001662706	  	10/2/1998	  	12/1/2014	
TV Intercity Relay	  	WPOP973	  	0001662727	  	10/2/1998	  	12/1/2014	
TV Intercity Relay	  	WPOP974	  	0001662738	  	10/2/1998	  	12/1/2014	
Business Radio Stations Associated with
Main Station KUVI-TV, Bakersfield, California
Facility ID Number: 7700

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Microwave Industrial/
Business Pool	  	WQAA303	  	0001579703	  	4/20/2004	  	4/20/2014	
Microwave Industrial/
Business Pool	  	WQAA302	  	0001579700	  	4/20/2004	  	4/20/2014	
Earth Stations Associated with
Main Station KUVI-TV, Bakersfield, California
Facility ID Number: 7700

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E910544	  	SES-RWL-20010622-01133	  	6/26/2001	  	7/23/2011	
 
91

Main Station KUVN-CA, Fort Worth, Texas
Facility ID Number: 5319
Channel: 31
KUVN License Partnership, L.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUVN-CA	  	BRTTA-20060403BZD	  	9/26/2006	  	8/1/2014	
Class A Television License	  	KUVN-CA	  	BLTTA-20030929ASK	  	1/12/2004	  	8/1/2014	
Main Station KUVN-TV, Garland, Texas
Facility ID Number: 35841
Channel: 23
KUVN License Partnership, L.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUVN-TV	  	BRCT-20060403BZN	  	7/31/2006	  	8/1/2014	
Analog Television License	  	KUVN-TV	  	BLCT-20030602BGW	  	1/15/2004	  	8/1/2014	
Digital Television License	  	KUVN-DT	  	BLCDT-20030123ACI	  	6/5/2003	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KUVN-TV, Garland, Texas
Facility ID Number: 35841

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KB96019	  	0001647595	  	05/31/1991	  	8/1/2014	
TV Intercity Relay	  	WMV246	  	0001647613	  	10/06/1994	  	8/1/2014	
TV Intercity Relay	  	WPNG418	  	0001647649	  	11/21/1997	  	8/1/2014	
TV Intercity Relay	  	WPXZ573	  	0001647681	  	7/7/2003	  	8/1/2014	
TV Intercity Relay	  	WPXZ584	  	0001651588	  	7/7/2003	  	8/1/2014	
TV Studio Transmitter Link	  	WPXZ648	  	0001647718	  	7/7/2003	  	8/1/2014	
TV Studio Transmitter Link	  	WPXZ649	  	0001647867	  	7/7/2003	  	8/1/2014	
 
92

Main Station KUVS-TV, Modesto, California
Facility ID Number: 58609
Channel: 19
KUVS License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KUVS-TV	  	BRCT-20060803APB	  	1/23/2007	  	12/1/2014	
Digital Television License	  	KUVS-DT	  	BLCDT-20020906ABH	  	2/12/2003	  	12/1/2014	
Analog Television License	  	KUVS-TV	  	BLCT-20011012ABT	  	1/25/2002	  	12/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KUVS-TV, Modesto, California
Facility ID Number: 58609

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPG578	  	0001666272	  	2/9/1998	  	12/1/2014	
Remote Pickup	  	KPG582	  	0001666277	  	2/9/1998	  	12/1/2014	
TV Studio Transmitter Link	  	KTZ23	  	0001666302	  	11/22/1982	  	12/1/2014	
TV Intercity Relay	  	WHY269	  	0001666306	  	3/30/1998	  	12/1/2014	
TV Studio Transmitter Link	  	WPOP975	  	0001666319	  	10/2/1998	  	12/1/2014	
TV Intercity Relay	  	WPOP976	  	0001666328	  	12/18/1998	  	12/1/2014	
TV Intercity Relay	  	WPOP977	  	0001666337	  	10/2/1998	  	12/1/2014	
TV Intercity Relay	  	WPSF348	  	0001666348	  	4/4/2001	  	12/1/2014	
TV Intercity Relay	  	WPSF354	  	0001666523	  	4/4/2001	  	12/1/2014	
TV Intercity Relay	  	WPSF357	  	0001666529	  	4/4/2001	  	12/1/2014	
TV Pickup	  	WPTL839	  	0001666542	  	10/29/2001	  	12/1/2014	
TV Intercity Relay	  	WPVB484	  	0001666596	  	6/12/2002	  	12/1/2014	
TV Intercity Relay	  	WPXQ803	  	0001666646	  	5/22/2003	  	12/1/2014	
TV Intercity Relay	  	WPXQ804	  	0001666655	  	5/22/2003	  	12/1/2014	
TV Studio Transmitter Link	  	WPXQ805	  	0001666669	  	5/22/2003	  	12/1/2014	
TV Intercity Relay	  	WQCA347	  	—	  	1/14/2005	  	12/1/2014	
 
93

Main Station KWEX-TV, San Antonio, Texas
Facility ID Number: 35881
Channel: 41
KWEX License Partnership, L.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KWEX-TV	  	BRCT-20060331BOQ	  	8/3/2006	  	8/1/2014	
Digital Television License	  	KWEX-DT	  	BLCDT-20040126APA	  	8/2/2004	  	8/1/2014	
Analog Television License	  	KWEX-TV	  	BLCT-19970331SG	  	8/2/2004	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KWEX-TV, San Antonio, Texas
Facility ID Number: 35881

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KB55882	  	0001667693	  	3/11/1988	  	8/1/2014	
TV Studio Transmitter Link	  	WPNB481	  	0001667708	  	8/7/1996	  	8/1/2014	
Business Radio Stations Associated with
Main Station KWEX-TV, San Antonio, Texas
Facility ID Number: 35881

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Microwave Industrial/
Business Pool	  	WPUK616	  	0001103558	  	3/22/2002	  	3/22/2012	
Earth Stations Associated with
Main Station KWEX-TV, San Antonio, Texas
Facility ID Number: 35881

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	KF28	  	SES-RWL-20010918-01722	  	10/1/2001	  	10/11/2011	
 
94

Main Station KXLN-TV, Rosenberg, Texas
Facility ID Number: 53847
Channel: 45
KXLN License Partnership, L.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KXLN-TV	  	BRCT-20060331BMV	  	7/31/2006	  	8/1/2014	
Digital Television License	  	KXLN-DT	  	BLCDT-20030522AEX	  	9/10/2003	  	8/1/2014	
Analog Television License	  	KXLN-TV	  	BLCT-20010514ABJ	  	9/10/2003	  	8/1/2014	
Broadcast Auxiliary Stations Associated with
Main Station KXLN-TV, Rosenberg, Texas
Facility ID Number: 53847

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KC26082	  	—	  	8/10/1993	  	8/1/2014	
Remote Pickup	  	KC27734	  	0001662422	  	2/28/1994	  	8/1/2014	
TV Intercity Relay	  	WLF776	  	0001662430	  	4/23/1991	  	8/1/2014	
TV Intercity Relay	  	WMG217	  	0001662438	  	6/2/1993	  	8/1/2014	
TV Studio Transmitter Link	  	WPNF853	  	0001662519	  	4/24/1991	  	8/1/2014	
TV Intercity Relay	  	WGDG452	  	0002840100	  	8/18/2005	  	8/1/2014	
TV Intercity Relay	  	WPNM375	  	0001662589	  	3/30/1998	  	8/1/2014	
Earth Stations Associated with
Main Station KXLN-TV, Rosenberg, Texas
Facility ID Number: 53847

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E050180	  	SES-LIC-20050620-00796	  	8/1/2005	  	8/1/2020	
Earth Station Authorization	  	E880817	  	SES-RWL-19990121-00097	  	3/2/1999	  	2/24/2009	
 
95

Main Station KZOL-LP, Safford, Arizona
Facility ID Number: 128896
Channel: 15
Telefutura Television Group, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	KZOL-LP	  	BRTTL-20060601BCO	  	11/19/2006	  	10/1/2014	
Low Power Television License	  	KZOL-LP	  	BLTT-20060215AAT	  	2/24/2006	  	10/1/2014	
Main Station WAMI-TV, Hollywood, Florida
Facility ID Number: 60536
Channel: 69
Telefutura Miami LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WAMI-TV	  	BRCT-20041001AVW	  	1/31/2005	  	2/1/2013	
Digital Television License	  	WAMI-DT	  	BLCDT-20021015ABJ	  	11/19/2002	  	2/1/2013	
Analog Television License	  	WAMI-TV	  	BLCT-19890331LB	  	6/27/1989	  	2/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WAMI-TV, Hollywood, Florida
Facility ID Number: 60536

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KC26205	  	0001661836	  	10/22/1997	  	2/1/2013	
TV Pickup	  	KC26384	  	0001661846	  	3/10/1999	  	2/1/2013	
TV Pickup	  	KC26385	  	0001661882	  	3/10/1999	  	2/1/2013	
TV Studio Transmitter Link	  	WPOT253	  	0001661890	  	4/28/1999	  	2/1/2013	
TV Intercity Relay	  	WPOT254	  	0001661908	  	4/28/1999	  	2/1/2013	
 
96

Main Station WFDC-TV, Arlington, Virginia
Facility ID Number: 69532
Channel: 14
Telefutura D.C. LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Modification to Digital Television Station Construction Permit	  	WFDC-DT	  	BMPCDT-20061102ACE	  	1/31/2007	  	7/31/2007 18	
Analog Television License	  	WFDC-TV	  	BLCT-19930406KF	  	2/15/2005	  	10/1/2012	
Main Station WFPA-CA, Philadelphia, Pennsylvania
Facility ID Number: 74216
Channel: 28
WXTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Class A Television License	  	WFPA-CA	  	BLTTA-20010702ADW	  	8/27/2001	  	8/1/2007	
Low Power Television License	  	WFPA-CA	  	BLTTL-20000428ABK	  	7/14/2000	  	8/1/2007	
License Renewal Authorization	  	WFPA-CA	  	BRTTL-19990401AI	  	8/3/1999	  	8/1/2007	

18  	A license to cover application was timely filed.	
 
97

Main Station WFTT-TV, Tampa, Florida
Facility ID Number: 60559
Channel: 50
Telefutura Tampa LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WFTT-DT	  	BLCDT-20060912ADB	  	11/20/2006	  	2/1/2013	
License Renewal Authorization	  	WFTT-TV	  	BRCT-20041001AUI	  	10/28/2005	  	2/1/2013	
Analog Television License	  	WFTT-TV	  	BLCT-880616KH	  	10/31/1988	  	2/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WFTT-TV, Tampa, Florida
Facility ID Number: 60559

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KC23719	  	—	  	8/13/1990	  	2/1/2013	
TV Intercity Relay	  	WLI792	  	—	  	10/7/1994	  	2/1/2013	
TV Studio Transmitter Link	  	WLI795	  	—	  	10/7/1994	  	2/1/2013	
 
98

Main Station WFTY-TV, Smithtown, New York
Facility ID Number: 60553
Channel: 67
Univision New York LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WFTY-DT	  	BLCDT-20030113ABS	  	6/5/2003	  	6/1/2007 18	
License Renewal Authorization	  	WFTY-TV	  	BRCT-19990129KJ	  	5/27/1999	  	6/1/2007	
Analog Television License	  	WFTY-TV	  	BLCT-1984031KE	  	6/5/2003	  	6/1/2007 19	
Broadcast Auxiliary Stations Associated with
Main Station WFTY-TV, Smithtown, New York
Facility ID Number: 60553

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Intercity Relay	  	WCD989	  	—	  	5/31/1983	  	6/1/2007	
TV Intercity Relay	  	WHY337	  	—	  	11/04/1983	  	6/1/2007	
TV Studio Transmitter Link	  	WHY339	  	—	  	11/04/1983	  	6/1/2007	
TV Intercity Relay	  	WMG534	  	—	  	10/14/1983	  	6/1/2007	

19  	The license term has been extended beyond the stated expiration date by the filing of a timely license renewal application.	
 
99

Main Station WFUT-TV, Newark, New Jersey
Facility ID Number: 60555
Channel: 68
Univision New York LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WFUT-DT	  	BLCDT-20040809AAX	  	2/4/2005	  	6/1/2007 20	
Analog Construction Permit	  	WFUT-TV	  	BPCT-20030805AIL	  	2/6/2004	  	2/6/2007 21	
Auxiliary Antenna Construction Permit	  	WFUT-TV	  	BXPCT-20031216ADS	  	12/23/2003	  	12/23/2006 22	
License Renewal Authorization	  	WFUT-TV	  	BRCT-19990129KI	  	5/27/1999	  	6/1/2007	
Analog Television License	  	WFUT-TV	  	BLCT-19950901KG	  	2/4/2005	  	6/1/2007 19	
Broadcast Auxiliary Stations Associated with
Main Station WFUT-TV, Newark, New Jersey
Facility ID Number: 60555

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Intercity Relay	  	WAP952	  	—	  	2/27/1985	  	6/1/2007	
TV Intercity Relay	  	WGH957	  	—	  	5/31/1983	  	6/1/2007	
TV Studio Transmitter Link	  	WHB224	  	—	  	6/22/1982	  	6/1/2007	
TV Intercity Relay	  	WHB645	  	—	  	9/22/1981	  	6/1/2007	
TV Intercity Relay	  	WHB648	  	—	  	2/27/1985	  	6/1/2007	
TV Intercity Relay	  	WPNF754	  	—	  	12/9/1988	  	6/1/2007	
TV Intercity Relay	  	WPNF755	  	—	  	12/9/1988	  	6/1/2007	
Remote Pickup	  	WYR213	  	—	  	4/30/1979	  	6/1/2007	
Remote Pickup	  	WYR214	  		  	4/30/1979	  	6/1/2007	

20  	The license term has been extended beyond the stated expiration date by the filing of a timely license renewal application.	
21  	The construction permit has been extended beyond the stated expiration date by the filing of a timely request for Special Temporary Authority.	
22  	A license to cover application was timely filed.	
 
100

Earth Stations Associated with
Main Station WFUT-TV, Newark, New Jersey
Facility ID Number: 60555

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E000007	  	SES-LIC-19991210-02250	  	3/30/2000	  	3/30/2010	
Main Station WGBO-TV, Joliet, Illinois
Facility ID Number: 12498
Channel: 66
WGBO License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WGBO-TV	  	BRCT-20050801CKR	  	12/14/2006	  	12/1/2013	
Digital Television Broadcast Station License	  	WGBO-DT	  	BLCDT-20040413AAE	  	7/23/2004	  	12/1/2013	
Analog Television Broadcast Station License	  	WGBO-TV	  	BLCT-19810916KG	  	1/28/1982	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WGBO-TV, Joliet, Illinois
Facility ID Number: 12498

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KC26254	  	0001653363	  	10/2/1998	  	12/1/2013	
TV Studio Transmitter Link	  	WHB338	  	0001653369	  	2/16/1982	  	12/1/2013	
TV Intercity Relay	  	WHB339	  	0001653382	  	2/16/1982	  	12/1/2013	
TV Intercity Relay	  	WLP752	  	0001653388	  	8/2/1990	  	12/1/2013	
TV Studio Transmitter Link	  	WLP753	  	0001653404	  	8/2/1990	  	12/1/2013	
TV Intercity Relay	  	WPOP978	  	0001653417	  	10/2/1998	  	12/1/2013	
TV Studio Transmitter Link	  	WPWD413	  	0001653428	  	10/21/2002	  	12/1/2013	
TV Intercity Relay	  	WPWD633	  	0001653449	  	10/23/2002	  	12/1/2013	
TV Pickup	  	WQA1911	  	0001731525	  	6/9/2004	  	12/1/2013	
Earth Stations Associated with
Main Station WGBO-TV, Joliet, Illinois
Facility ID Number: 12498

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E040250	  	SES-LIC-20040528-00742	  	8/3/2004	  	8/3/2019	
 
101

Main Station WLII(TV), Caguas, Puerto Rico
Facility ID Number: 19777
Channel: 11
WLII/WSUR License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WLII(TV)	  	BRCT-20040927AJR	  	5/23/2005	  	2/1/2013	
Digital Television License	  	WLII-DT	  	BLCDT-20030328AMY	  	9/10/2003	  	2/1/2013	
Analog Television License	  	WLII(TV)	  	BLCT-19950915KJ	  	3/11/1997	  	2/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WLII(TV), Caguas, Puerto Rico
Facility ID Number: 19777

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KC26233	  	—	  	4/14/1998	  	2/1/2013	
TV Pickup	  	KC26234	  	—	  	4/14/1998	  	2/1/2013	
TV Pickup	  	KM9679	  	—	  	2/09/1987	  	2/1/2013	
Remote Pickup	  	KPK443	  	—	  	8/14/1992	  	2/1/2013	
Remote Pickup	  	KPK449	  	—	  	8/14/1992	  	2/1/2013	
TV Studio Transmitter Link	  	KRE81	  	—	  	1/07/1994	  	2/1/2013	
TV Intercity Relay	  	WLE614	  	—	  	8/14/1992	  	2/1/2013	
TV Intercity Relay	  	WLE618	  	—	  	8/14/1992	  	2/1/2013	
TV Intercity Relay	  	WPNF900	  	—	  	1/14/1987	  	2/1/2013	
TV Intercity Relay	  	WPNM766	  	—	  	4/14/1998	  	2/1/2013	
TV Intercity Relay	  	WPNM767	  	—	  	4/14/1998	  	2/1/2013	
TV Studio Transmitter Link	  	WWX23	  	—	  	1/07/1994	  	2/1/2013	
TV Studio Transmitter Link	  	WQEH941	  	—	  	1/31/2006	  	2/1/2013	
TV Studio Transmitter Link	  	WQEH942	  	—	  	1/31/2006	  	2/1/2013	
TV Intercity Relay	  	WQEH943	  	—	  	1/31/2006	  	2/1/2013	
TV Intercity Relay	  	WQEJ733	  	—	  	2/14/2006	  	2/1/2013	
TV Intercity Relay	  	WQEJ736	  	—	  	2/14/2006	  	2/1/2013	
TV Intercity Relay	  	WQFC893	  	—	  	6/19/2006	  	2/1/2013	
TV Intercity Relay	  	WQFC894	  	—	  	6/19/2006	  	2/1/2013	
 
102

Main Station WLTV(TV), Miami, Florida
Facility ID Number: 73230
Channel: 23
WLTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WLTV(TV)	  	BRCT-20041001AVN	  	1/31/2005	  	2/1/2013	
Digital Television License	  	WLTV-DT	  	BLCDT-20020906ABG	  	1/23/2003	  	2/1/2013	
Analog Television License	  	WLTV(TV)	  	BLCT-19950710KF	  	4/21/1997	  	2/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WLTV(TV), Miami, Florida
Facility ID Number: 73230

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Broadcast Auxiliary Low Power	  	BLP00921	  	0001653511	  	5/22/1990	  	2/1/2013	
TV Pickup	  	KA88659	  	0001653521	  	10/02/1981	  	2/1/2013	
TV Pickup	  	KB97056	  	0001653533	  	2/12/1985	  	2/1/2013	
TV Studio Transmitter Link	  	WLD706	  	0001653545	  	8/24/1995	  	2/1/2013	
TV Intercity Relay	  	WLP460	  	0001653719	  	7/13/1990	  	2/1/2013	
TV Intercity Relay	  	WMW678	  	0001653823	  	8/24/1995	  	2/1/2013	
Earth Stations Associated with
Main Station WLTV(TV), Miami, Florida
Facility ID Number: 73230

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station License	  	E040044	  	SES-LIC-20040122-00113	  	3/9/2004	  	3/9/2019	
 
103

Main Station WOTF-TV, Melbourne, Florida
Facility ID Number: 5802
Channel: 43
Telefutura Orlando, Inc.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Analog Television License	  	WOTF-TV	  	BLCT-20060817AEK	  	11/13/2006	  	2/1/2013	
Extension of Digital Television Special Temporary Authority	  	WOTF-DT	  	BDSTA-20060215AAQ	  	2/27/2006	  	7/01/06 23	
License Renewal Authorization	  	WOTF-TV	  	BRCT-20041001AVB	  	12/19/2005	  	2/1/2013	
Digital Television Construction Permit	  	WOTF-DT	  	BPCDT-9991029ADG	  	2/23/2001	  	7/31/2003 24	
Broadcast Auxiliary Stations Associated with
Main Station WOTF-TV, Melbourne, Florida
Facility ID Number: 5802

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Intercity Relay	  	WHM997	  	—	  	4/20/1988	  	2/1/2013	
TV Studio Transmitter Link	  	WHQ233	  	—	  	3/21/1983	  	2/1/2013	
Main Station WQHS-TV, Cleveland, Ohio
Facility ID Number: 60556
Channel: 61
Univision Cleveland LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WQHS-DT	  	BLCDT-20031030AGJ	  	7/16/2004	  	10/1/05 25	
License Renewal Authorization	  	WQHS-TV	  	BRCT-19970602LR	  	9/25/1997	  	10/1/05 24	
Analog Television License	  	WQHS-TV	  	BLCT-19810122KF	  	8/03/1981	  	10/1/05 24	

23  	A timely request to extend the Special Temporary Authority was filed.	
24  	The construction permit has been extended beyond the stated expiration date by the filing of a timely request for Special Temporary Authority.	
25  	The license term has been extended beyond the stated expiration date by the filing of a timely license renewal application.	
 
104

Main Station WSUR-TV, Ponce, Puerto Rico
Facility ID Number: 19776
Channel: 9
WLII/WSUR License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WSUR-TV	  	BRCT-20040927AJH	  	5/23/2005	  	2/1/2013	
Digital Television License	  	WSUR-DT	  	BLCDT-20030819ABT	  	9/30/2003	  	2/1/2013	
Analog Television License	  	WSUR-TV	  	BLCT-19940823KE	  	4/13/1995	  	2/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WSUR-TV, Ponce, Puerto Rico
Facility ID Number: 19776

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KC23137	  	—	  	8/14/1992	  	2/1/2013	
TV Pickup	  	KN3114	  	—	  	2/09/1987	  	2/1/2013	
Remote Pickup	  	KPH781	  	—	  	1/14/1987	  	2/1/2013	
Remote Pickup	  	KPK447	  	—	  	8/14/1992	  	2/1/2013	
Remote Pickup	  	KPK448	  	—	  	8/14/1992	  	2/1/2013	
Remote Pickup	  	KPK537	  	—	  	8/14/1992	  	2/1/2013	
Remote Pickup	  	KPM520	  	—	  	12/16/1993	  	2/1/2013	
Remote Pickup	  	KPM521	  	—	  	12/16/1993	  	2/1/2013	
TV Intercity Relay	  	WBX283	  	—	  	2/9/1987	  	2/1/2013	
TV Intercity Relay	  	WHA68	  	—	  	1/7/1994	  	2/1/2013	
TV Studio Transmitter Link	  	WPTD632	  	—	  	9/5/2001	  	2/1/2013	
TV Intercity Relay	  	WPTD634	  	—	  	9/5/2001	  	2/1/2013	
TV Intercity Relay	  	WRE43	  	—	  	8/14/1992	  	2/1/2013	
TV Studio Transmitter Link	  	WWU74	  	—	  	8/14/1992	  	2/1/2013	
TV Studio Transmitter Link	  	WQEH940	  	—	  	1/31/2006	  	2/1/2013	
 
105

Main Station WTNC-LP, Durham, North Carolina
Facility ID Number: 70112
Channel: 26
WUVC License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WTNC-LP	  	BRTTL-20040802BJD	  	11/23/04	  	12/01/12	
Low Power Television License	  	WTNC-LP	  	BLTTL-20040826AEF	  	09/03/04	  	12/01/12	
Main Station WUTF-TV, Marlborough, Massachusetts
Facility ID Number: 60551
Channel: 66
Telefutura Boston LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WUTF-DT	  	BLCDT-20041122AIY	  	2/4/2005	  	4/1/2007 26	
Analog Television License	  	WUTF-TV	  	BLCT-20041122AIR	  	2/4/2005	  	4/1/2007 27	
License Renewal Authorization	  	WUTF-TV	  	BRCT-19981130KH	  	3/31/1999	  	4/1/2007 28	
Broadcast Auxiliary Stations Associated with
Main Station WUTF-TV, Marlborough, Massachusetts
Facility ID Number: 60551

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KB96013	  	0001651648	  	9/13/1985	  	4/1/2007	
Remote Pickup	  	KB98152	  	0001651679	  	10/3/1985	  	4/1/2007	
Remote Pickup	  	KPH504	  	0001651745	  	7/27/1990	  	4/1/2007	
Remote Pickup	  	KPK922	  	0001651750	  	12/22/1988	  	4/1/2007	

26  	A timely license renewal application has been filed.	
27  	A request for Special Temporary Authority has been filed. A timely license renewal application has been filed.	
28  	A timely license renewal application has been filed.	
 
106

Main Station WUVC-TV, Fayetteville, North Carolina
Facility ID Number: 16517
Channel: 40
WUVC License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WUVC-DT	  	BLCDT-20060912ACZ	  	11/20/2006	  	12/1/2012	
License Renewal Authorization	  	WUVC-TV	  	BRCT-20040802BJK	  	11/30/2004	  	12/1/2012	
Analog Television License	  	WUVC-TV	  	BMLCT-20040615ABO	  	8/16/2004	  	12/1/2012	
Broadcast Auxiliary Stations Associated with
Main Station WUVC-TV, Fayetteville, North Carolina
Facility ID Number: 16517

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KA88918	  	0001651830	  	3/04/1983	  	12/1/2012	
TV Studio Transmitter Link	  	WGZ559	  	0001651978	  	4/21/1986	  	12/1/2012	
TV Intercity Relay	  	WHN369	  	0001651993	  	4/21/1986	  	12/1/2012	
TV Intercity Relay	  	WLH440	  	0001652024	  	8/13/1990	  	12/1/2012	
TV Studio Transmitter Link	  	WLH444	  	0001652048	  	4/21/1986	  	12/1/2012	
Remote Pickup	  	KPK832	  	0001651861	  	3/21/1988	  	12/1/2012	
Remote Pickup	  	KPK817	  	0001651839	  	3/1/1988	  	12/1/2012	
Remote Pick	  	KPK818	  	0001651848	  	3/1/1988	  	12/1/2012	
 
107

Main Station WUVG-TV, Athens, Georgia
Facility ID Number: 48813
Channel: 34
Univision Atlanta LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WUVG-TV	  	BRCT-20041201BYC	  	12/20/2005	  	4/1/2013	
Digital Television License	  	WUVG-DT	  	BLCDT-20030805AJO	  	2/9/2006	  	4/1/2013	
Analog Television License	  	WUVG-TV	  	BLCT-19960614KH	  	2/9/2006	  	4/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WUVG-TV, Athens, Georgia
Facility ID Number: 48813

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Remote Pickup	  	KPL235	  	—	  	10/20/1989	  	4/1/2013	
TV Studio Transmitter Link	  	WPJF322	  	—	  	7/8/1996	  	4/1/2013	
TV Intercity Relay	  	WPJF323	  	—	  	7/8/1996	  	4/1/2013	
TV Studio Transmitter Link	  	WPXR620	  	—	  	5/28/2003	  	4/1/2013	
 
108

Main Station WUVP-TV, Vineland, New Jersey
Facility ID Number: 60560
Channel: 65
Univision Philadelphia LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television Station License	  	WUVP-DT	  	BLCDT-20030310AQM	  	7/16/2004	  	6/1/2007 29	
Analog Television License	  	WUVP-TV	  	BLCT-20030103AAB	  	7/16/2004	  	6/1/2007 28	
License Renewal Authorization	  	WUVP-TV	  	BRCT-19990129KK	  	5/27/1999	  	6/1/2007 28	
Broadcast Auxiliary Stations Associated with
Main Station WUVP-TV, Vineland, New Jersey
Facility ID Number: 60560

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Studio Transmitter Link	  	WGX209	  	0001653847	  	3/1/1983	  	6/1/2007	
TV Intercity Relay	  	WGZ564	  	0001653872	  	3/18/1983	  	6/1/2007	
TV Intercity Relay	  	WPUW575	  	0001653960	  	5/16/2002	  	6/1/2007	
TV Intercity Relay	  	WGX210	  	0001653859	  	3/1/1983	  	6/1/2007	
TV Intercity Relay	  	WPUW572	  	0001653940	  	5/16/2002	  	6/1/2007	

29  	A timely license renewal application has been filed. A request for Special Temporary Authority has been filed.	
 
109

Main Station WXFT-TV, Aurora, Illinois
Facility ID Number: 60539
Channel: 60
Telefutura Chicago LLC

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
License Renewal Authorization	  	WXFT-TV	  	BRCT-20050801CPI	  	12/14/2006	  	12/1/2013	
Digital Television License	  	WXFT-DT	  	BLCDT-20020918AAT	  	5/2/2003	  	12/1/2013	
Analog Television License	  	WXFT-TV	  	BLCT-19870528KT	  	8/31/1987	  	12/1/2013	
Broadcast Auxiliary Stations Associated with
Main Station WXFT-TV, Aurora, Illinois
Facility ID Number: 60539

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration Date	
Remote Pickup	  	KPM357	  	—	  	10/28/1992	  	12/1/2013	
Remote Pickup	  	KPM359	  	—	  	10/28/1992	  	12/1/2013	
TV Studio Transmitter Link	  	WHS256	  	—	  	4/25/1983	  	12/1/2013	
TV Studio Transmitter Link	  	WLE761	  	—	  	11/22/1991	  	12/1/2013	
TV Intercity Relay	  	WME823	  	—	  	11/21/1990	  	12/1/2013	
TV Intercity Relay	  	WMF691	  	—	  	1/19/1995	  	12/1/2013	
 
110

Main Station WXTV(TV), Paterson, New Jersey
Facility ID Number: 74215
Channel: 41
WXTV License Partnership, G.P.

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Digital Television License	  	WXTV-DT	  	BLCDT-20050214AGS	  	5/16/2005	  	6/1/2007 30	
Analog Television License	  	WXTV(TV)	  	BLCT-20041122AIG	  	5/16/2005	  	6/1/2007 29	
Auxiliary Construction Permit	  	WXTV(TV)	  	BXPCT-20030627ABI	  	12/18/2003	  	12/18/2006 31	
License Renewal Authorization	  	WXTV(TV)	  	BRCT-19990201LN	  	5/27/1999	  	6/1/2007	
Broadcast Auxiliary Stations Associated with
Main Station WXTV(TV), Paterson, New Jersey
Facility ID Number: 74215

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
TV Pickup	  	KC23732	  	0001668501	  	1/23/1989	  	6/1/2007	
Remote Pickup	  	KPL319	  	0001668510	  	8/26/1991	  	6/1/2007	
TV Intercity Relay	  	WBM698	  	0001531243	  	10/1/1979	  	6/1/2007	
TV Studio Transmitter Link	  	WFD592	  	0001668527	  	6/1/1981	  	6/1/2007	
TV Intercity Relay	  	WGV735	  	0001668543	  	3/31/1991	  	6/1/2007	
TV Intercity Relay	  	WGZ605	  	0001668555	  	3/31/1991	  	6/1/2007	
TV Intercity Relay	  	WHA925	  	0001668561	  	3/29/1991	  	6/1/2007	
TV Intercity Relay	  	WLF490	  	0001668575	  	6/28/1991	  	6/1/2007	
TV Studio Transmitter Link	  	WME665	  	0001668597	  	6/3/1991	  	6/1/2007	
TV Intercity Relay	  	WME682	  	0001668617	  	6/28/1991	  	6/1/2007	
TV Intercity Relay	  	WPZT938	  	0001668642	  	3/12/2004	  	6/1/2007	

30  	A timely license renewal application has been filed.	
31  	A license to cover application was timely filed.	
 
111

Earth Stations Associated with
Main Station WXTV(TV), Paterson, New Jersey
Facility ID Number: 74215

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E030084	  	SES-LIC-20030416-00492	  	5/29/2003	  	5/29/2018	
Earth Station Authorization	  	E2548	  	SES-RWL-20050517-00801	  	5/30/2002	  	6/12/2017	
Univision Network Limited Partnership
Business Radio Station Licensed to
Univision Network Limited Partnership

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Industrial/Business Pool Conventional	  	WPWE274	  	—	  	10/25/02	  	10/25/12	
Earth Stations Licensed to
Univision Network Limited Partnership

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Earth Station Authorization	  	E900570	  	SES-RWL-20000908-01639	  	09/19/00	  	10/05/10	
Telefutura Network
Business Radio Stations Licensed to
Telefutura Network

Type of Authorization	  	Call Sign	  	FCC File Number	  	Grant Date	  	Expiration
Date	
Industrial/Business Pool Conventional	  	WPXH328	  	—	  	04/03/03	  	04/03/13	
 
112

1. The FCC Licenses for the following Stations are not held by “Broadcast License Subsidiaries,” as such term is defined in the Agreement:

Call Sign	  	Community of License	  	Licensee	
KUVE-TV	  	Green Valley, Arizona	  	Univision Television Group, Inc.	
KUTH(TV)	  	Provo, Utah	  	Univision Television Group, Inc.	
KNIC-TV	  	Blanco, Texas	  	Univision Television Group, Inc.	
KZOL-LP	  	Safford, Arizona	  	Telefutura Television Group, Inc.	
K16FB	  	Globe, Arizona	  	Telefutura Television Group, Inc.	
K21GC	  	Safford, Arizona	  	Telefutura Television Group, Inc.	
KDOS-LP	  	Globe, Arizona	  	Telefutura Television Group, Inc	
			
WPWE274	  	NA	  	Univision Network Limited Partnership	
E900570	  	NA	  	Univision Network Limited Partnership.	
WPXH328	  	NA	  	Telefutura Network	
2. WPWE274, E900570, and WPXH328 are not “material FCC Licenses” for the purposes of Section 5.12 of the Agreement.
 
113

SCHEDULE 4.02(C)
SPECIFIED LOAN PARTIES
 
1.	Univision Communications Inc.	
 
2.	Broadcast Media Partners Holdings, Inc.	
 
3.	Umbrella Acquisition, Inc.	
 
4.	Fonovisa, Inc.	
 
5.	Galavision, Inc.	
 
6.	Telefutura Network	
 
7.	Telefutura Television Group, Inc.	
 
8.	The Univision Network Limited Partnership	
 
9.	Univision of New Jersey Inc.	
 
10.	Univision Television Group, Inc.	
 
11.	UVN Texas L.P.	
 
12.	Univision Radio Los Angeles, Inc.	
 
13.	Univision Radio Florida, LLC	
 
14.	Univision Radio Broadcasting Texas, L.P.	
 
15.	Univision Radio Illinois, Inc.	
 
16.	Univision Radio License Corporation	
 
17.	KLVE-FM License Corp.	
 
18.	WADO-AM License Corp.	
 
19.	Univision Radio, Inc.	
 
20.	Univision Management Co.	
 
21.	Univision Online, Inc.	
 
22.	Disa LLC	

23.	Univision Radio San Francisco, Inc.	
 
24.	Univision Radio New York, Inc.	
 
25.	Univision Radio Phoenix, Inc.	
 
26.	Univision Radio San Diego, Inc.	
 
27.	Univision Radio New Mexico, Inc.	
 
28.	Univision Music, Inc.	
 
29.	Univision Music LLC	
 
30.	Univision of Puerto Rico Inc.	
 
31.	Univision of Atlanta Inc.	
 
32.	Univision Network Puerto Rico Production LLC	
 
33.	Univision Puerto Rico Station Acquisition Company	
 
34.	Univision Investments, Inc.	
 
115

SCHEDULE 5.12
THIRD PARTY CONSENTS
1. Certain subsidiaries of the Company have an agreement with two companies controlled by John Barger, pursuant to which, under certain circumstances as provided in the agreement, the Company has agreed to swap radio station KAHL-AM (formerly KXTN), San Antonio, TX, for Barger’s radio station, KVWG-FM, Pearsall, TX.
2. Univision Radio Investments, Inc. owns 75.5%, and Palmetto Radio Group, Inc. owns 24.5%, of Rawhide Radio LLC, the licensee of radio stations KQBT-FM, Llano TX, and KLTO-FM, McQueeney, TX. Pursuant to the Rawhide organizational documents, Palmetto has consent rights with regard to the transfer of KQBT-FM or KLTO-FM. In addition, Rawhide has entered into a letter agreement with Clear Channel Communications, Inc., pursuant to which, under certain circumstances as provided in the agreement, Clear Channel has the right to buy KLTO-FM.

SCHEDULE 5.13
POST-CLOSING MATTERS
(a) Within 90 days following the Closing Date (or such later date as the Administrative Agent may agree to), the US Borrower shall deliver a Mortgage with respect to each of the following parcels of real property:
6006 S 30th Street, Phoenix, Arizona 85042;
5100 SW Freeway, Houston, Texas 77056; and
5999 Center Drive, Los Angeles, California 90045;
and, with respect to each such Mortgage, each of the following:
(i) an opinion of counsel in each state in which any such Mortgage is to be recorded in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; and
(ii) (x) a title search in form and substance reasonably satisfactory to the Administrative Agent and (y) a Standard Flood Hazard Determination Form (FEMA Form 81-93) certifying whether the real estate encumbered by such Mortgage is located in a special flood hazard area.
(b) Within 30 days following the Closing Date (or such later date as the Administrative Agent may agree to), the US Borrower shall (i) cause each of its Restricted Subsidiaries which is not a Loan Party (other than Rawhide Radio LLC) and (ii) use its commercially reasonable efforts to cause Rawhide Radio LLC, in each case, to execute and deliver a counterpart signature page to the Intercompany Subordination Agreement.
(c) Within 60 days following the Closing Date (or such later date as the Administrative Agent may agree to), the US Borrower shall use its commercially reasonable efforts to obtain tax good standing certificates or letters, as the case may be, from the Florida Department of Revenue with respect to License Corp. No. 1 and License Corp. No. 2.

SCHEDULE 6.01
EXISTING INDEBTEDNESS
All amounts outstanding under the US Borrower’s $500 million aggregate principal amount of 7.85% Senior Notes due 2011
All amounts outstanding under the US Borrower’s $200 million aggregate principal amount of 3.5% Senior Notes due 2007
All amounts outstanding under the US Borrower’s $250 million aggregate principal amount of 3.875% Senior Notes due 2008
All amounts outstanding under the US Borrower’s interest rate swap related to the US Borrower’s $200 million aggregate principal amount of 3.5% Senior Notes due 2007
All amounts outstanding under the US Borrower’s interest rate swap related to the US Borrower’s $250 million aggregate principal amount of 3.875% Senior Notes due 2008
All amounts outstanding under the US Borrower’s long-term capital lease obligations totaling approximately $52 million
The amount outstanding, approximating $1.7 million, under a certain mortgage by and between Univision Network Limited Partnership (as borrower) and Collateral Real Estate Capital, LLC with respect to a purchase money loan for the acquistion of property located at 4305-4375 N.W. 97th Avenue, in the City of Doral, Miami-Dade County, Florida.
Univision Music Publishing Mexico S.A. de C.V. (formerly America Musical S.A. de C.V.) intercompany receivable in the amount of $2.0 million - (debtor Fonovisa, Inc.)
Vision Latina, S.A. de C.V. intercompany receivable in the amount of $0.4 million - (debtor Fonovisa, Inc.)
Edimonsa EM, S DE R.L. intercompany receivable in the amount of $1.7 million - (debtor Univision Music LLC)
 
118

SCHEDULE 6.02
EXISTING LIENS

Jurisdiction	 	Debtor and Address	 	Secured Party and Address	 	File Date	 	File Number	 	Type	 	Collateral	
							
California Secretary of State	 	HBC Los Angeles Inc.
655 North Central Ave, Suite 2500
Glendale, CA 91203	 	Minolta Business Solutions
PO Box 728
Park Ridge, NJ 07656	 	02/28/02
01/25/07	 	0206360264
0771001033	 	UCC
Cont	 	Equipment Lease	
							
Delaware Secretary of State	 	Univision Television Group, Inc.
500 Frank W Burr Blvd, Ste 6
Teaneck, NJ 07666	 	DVT of Chicago, L.L.C
PO Box 609
Cedar Rapids, IA 52406	 	02/04/05	 	50398082	 	UCC	 	Equipment Lease	
							
Delaware Secretary of State (cont’d)	 	Univision Television Group, Inc.
8550 NW 33 St
Miami, FL 33122	 	Konica Minolta Business Solutions, U.S.A.
PO Box 728
Park Ridge, NJ 07656	 	04/01/05	 	50997941	 	UCC	 	Equipment Lease	
							
	 	Univision Television Group, Inc.
6006 S 30th Street
Phoenix, AZ 85042	 	IOS Capital
1738 Bass Rd
Macon, GA 31210	 	08/09/06	 	62756542	 	UCC	 	Equipment Lease / Master Agreement	
							
	 	Univision Television Group, Inc.
541 N. Fairbanks Court
Chicago, IL 60611	 	P & C Distributors, Inc.
dba Des Plaines Office Equipment
PO Box 609
Cedar Rapids, IA 52406	 	10/16/06	 	63571247	 	UCC	 	Equipment Lease	
							
Delaware Secretary of State	 	UVN Texas LP
411 East Durango Blvd
San Antonio, TX 78204	 	CIT Communications Finance Corporation
1 CIT Drive
Livingston, NJ 07039	 	03/27/03	 	30790413	 	UCC	 	Equipment Lease	

													
Jurisdiction	 	Debtor and Address	 	Secured Party and Address	 	File Date	 	File Number	 	Type	 	Collateral	
							
Delaware Secretary of State	 	Heftel Broadcasting Corporation
1415 North Loop W Ste 550
Houston, TX 77073	 	IOS Capital
1738 Bass Rd
Macon, GA 31210	 	01/12/04	 	40300576	 	UCC	 	Equipment Lease	
							
Delaware Secretary of State	 	Hispanic Broadcasting Corporation
1415 N Loop W Ste 550
Houston, TX 77008	 	IOS Capital, LLC
1738 Bass Rd
Macon, GA 31210	 	04/30/03	 	31118325	 	UCC	 	Equipment Lease	
							
Delaware Secretary of State	 	The Univision Network Limited Partnership
9405 NW 41st
Miami, FL 33178	 	Minolta Business Solutions
PO Box 728
Park Ridge, NJ 07656	 	10/13/03	 	32664251	 	UCC	 	Equipment Lease	
							
	 	The Univision Network Limited Partnership
9405 NW 41st Street
Miami, FL 33178	 	State Farm Life Insurance Company
One State Farm Plaza
Bloomington, IL 61701	 	01/27/05	 	50323445	 	UCC	 	All Collateral described and defined in Sch. A to UCC Financing Statement located upon or used, relating to property located at 4305-4375 N.W. 97th Avenue, in the City of Doral, Miami-Dade County, Florida.	
							
Miami-Dade County, FL	 	The Univision Network Limited Partnership
9405 NW 41 st Street
Miami, FL 33178	 	State Farm Life Insurance Company
One State Farm Plaza, Corporate Law Investments E-3
Bloomington, IL 61710	 	01/26/05
01/26/05	 	2005R0081695
205R0081690	 	Fixture
Amend	 	All Collateral described and defined in Sch. A to UCC Financing Statement located upon or used, relating to property located at 4305-4375 N.W. 97th Avenue, in the City of Doral, Miami-Dade County, Florida.	
							
Delaware Secretary of State	 	Univision Online, Inc.
26th FL, 605 3rd Ave.
New York, NY 10158	 	Xerox Corporation
1301 Ridgeview Bldg 300
Lewisville, TX 75057	 	04/20/05	 	51211540	 	UCC	 	Equipment Lease	
 
120

EXHIBIT A
to the Credit Agreement
FORM OF
ADMINISTRATIVE QUESTIONNAIRE
$8,700.0 SENIOR SECURED CREDIT FACILITIES
Please complete and fax to Deutsche Bank, Deal Administration Unit
Helaine Griffin-Williams
Phone: (201) 593-2172
Fax: (201) 593-2310
Email: helaine.griffin-williams@db.com

 	 	YOUR INSTITUTION INFORMATION	
Full Legal Name of Bank:	 	 	
(for credit agreement signature purposes)	 	 	
Name & Title of Person:	 	 	
(executing credit agreement)	 	 	

 	 	AGENT’S CREDIT CONTACT	 	 	 	LENDER’S CREDIT CONTACT	
Name:	 	Susan LeFevre	 		 	 	
Company:	 	Deutsche Bank Trust Company Americas	 		 	 	
Title:	 	Director	 		 	 	
Address:	 	60 Wall Street, New York, NY 10005	 		 	 	
Telephone:	 	(212) 250-6114	 		 	 	
Facsimile:	 	(212) 797-5692	 		 	 	
E-Mail Address:	 	susan.lefevre@db.com	 		 	 	
				
 	 	AGENT’S OPERATIONS CONTACT	 	 	 	LENDER’S OPERATIONS CONTACT	
Name:	 	Helaine Griffin-Williams	 		 	 	
Company:	 	Deutsche Bank Trust Company Americas	 		 	 	
Title:	 	Assistant Vice President	 		 	 	
Address:	 	100 Plaza One, Jersey City, NJ 07311	 		 	 	
Telephone:	 	(201) 593-2172	 		 	 	
Facsimile:	 	(201) 593-2310	 		 	 	
E-Mail Address:	 	helaine.griffin-williams@db.com	 		 	 	
				
 	 	USD MOVEMENT OF FUNDS	 	 	 	LENDER’S USD WIRE INSTRUCTIONS	
Name:	 	Deutsche Bank Trust Company Americas	 		 	 	
City, State:	 	New York, New York	 		 	 	
ABA Number:	 	0210-0103-3	 		 	 	
Account Name:	 	Commercial Loan Division	 		 	 	
Account No.:	 	60200119	 		 	 	
Attention:	 	Helaine Griffin-Williams	 		 	 	
Reference:	 	Univision Communications Inc.	 		 	 	
FOR WITHHOLDING TAX PURPOSES, PLEASE IDENTIFY YOUR BANK/COMPANY’S STATUS:
US CORPORATION                      NON-US (FOREIGN) CORPORATION                    
 
A-1

Please advise Helaine Griffin-Williams if there are changes to this form after the effective date.

Prepared by:	 		 	Telephone #:	

 
A-2

EXHIBIT B
to the Credit Agreement
FORM OF
ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the “ Assignment and Acceptance ”) is dated as of the Effective Date (as defined below) and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Term Loans, the Revolving Loans, the Second-Lien Loans, any Letters of Credit and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor except as set forth in The Standard Terms and Conditions.
 
B-1

					
1.	 	Assignor (the “ Assignor ”):	 	 	
			
2.	 	Assignee (the “ Assignee ”):	 	 	
			
3.	 	Borrowers (the “ Borrowers ”):	 	Umbrella Acquisition, Inc. (to be merged with and into Univision Communications Inc.) and Univision of Puerto Rico Inc.	
			
4.	 	Administrative Agent:	 	Deutsche Bank AG New York Branch, as the Administrative Agent under the Credit Agreement	
			
5.	 	Credit Agreement:	 	The Credit Agreement dated as of March [    ], 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Umbrella Acquisition, Inc. (to be merged with and into Univision Communications Inc.) and Univision of Puerto Rico Inc., as Borrowers, the lenders party thereto (the “ Lenders ”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “ Administrative Agent ”), as First-Lien Collateral Agent for the First-Lien Lenders and as Second-Lien Collateral Agent for the Second-Lien Lenders (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), Deutsche Bank Securities Inc. (“ DBSI ”) and Banc of America Securities LLC, as Arrangers for the First-Lien Facilities, DBSI and Credit Suisse, as Arrangers for the Second-Lien Facilities, Banc of America Securities LLC, as documentation agent, and Credit Suisse, Cayman Islands Branch, Wachovia Bank, National Association, The Royal Bank of Scotland PLC and Lehman Brothers Inc., as joint syndication agents	
 
B-2

6.	Assigned Interest:	

Assignor	  	Assignee	  	Class of
Commitments/
Loans
Assigned	  	Aggregate
Amount of
Commitments/
Loans 1
for all Lenders	  	Amount of
Commitment/
Loans
Assigned	  	Percentage
Assigned of
Commitment/
Loans 2	  	CUSIP
Number	
	  		  		  		  		  		  		
7. Effective Date of Assignment (the “ Effective Date ”):                  , 20     3
The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR :	
	
[NAME OF ASSIGNOR]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
ASSIGNEE :	
	
[NAME OF ASSIGNEE]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	

1  	The outstanding amount of Loans should be included only to the extent the related Commitment therefor has terminated.	
2  	Set forth, to at least 9 decimals.	
3  	To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the register therefor.	
 
B-3

					
[Consented to and] 4 Accepted:	 		
	
DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent	
			
By:	 	 	 		
Name:	 	 	 		
Title:	 	 	 		
		
[Consented to:	 		
	
 UNIVISION COMMUNICATIONS INC., as a Borrower	
			
By:	 	 	 		
Name:	 	 	 		
Title:	 	] 5	
		
Consented to:	 		
		
[ISSUING BANK(S)]
as an Issuing Bank	 		
			
By:	 	 	 		
Name:	 	 	 		
Title:	 	 	 	] 6	

4  	Consent of the Administrative Agent is not required for assignments made to a Lender or an Affiliate or a Related Fund of a Lender.	
5  	Consent of the US Borrower is not required for assignments made (A) to a Lender or an Affiliate or a Related Fund of a Lender or (B) during the continuance of any Event of Default arising under clause (b), (c), (g)(i) or (h) of Article VII of the Credit Agreement.	
6  	Consent of each Issuing Bank (to the extent its L/C Exposure equals or exceeds $5,000,000) is required for any assignment of a Revolving Credit Commitment.	
 
B-4

ANNEX I
to Assignment and Acceptance
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE
 
1.	Representations and Warranties .	
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document delivered pursuant thereto (other than this Assignment), or any other collateral thereunder, (iii) the financial condition of the Borrowers, any subsidiary, or any other person or any Loan Document or (iv) the performance or observance by the Borrowers, any of their subsidiaries or Affiliates or any other person of any of their respective obligations under the Credit Agreement or any other Loan Document.
1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is legally authorized to enter into this Assignment and Acceptance, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements referred to in Section 3.05(a) thereof or delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be delivered by it pursuant to Section 2.20(e), 2.20(f) or 2.20(g) of the Credit Agreement, as applicable, duly completed and executed by the Assignee; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
 
B-5

Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (c) appoints and authorizes each of the Administrative Agent, the Syndication Agent and any Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, the Syndication Agent or such Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.
1.3 Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
1.4 Effect of Assignment. Upon the delivery of a fully executed original hereof to the Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.
1.5 General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York (including, without limitation, Section 5.1401 of the General Obligations Law).
 
B-6

EXHIBIT D
Please see exhibit 4.1(a) which was previously filed as an exhibit to the company’s registration statement.

EXHIBIT E
to the Credit Agreement
FORM OF
NON-BANK CERTIFICATE
Reference is made to the Credit Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Umbrella Acquisition, Inc., a Delaware corporation, to be merged with and into Univision Communication Inc., a Delaware corporation, and Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party thereto (the “ Lenders ”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “ Administrative Agent ”), as First-Lien Collateral Agent for the First-Lien Lenders and as Second-Lien Collateral Agent for the Second-Lien Lenders (such terms and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), Deutsche Bank Securities Inc. (“ DBSI ”) and Banc of America Securities LLC, as Arrangers for the First-Lien Facilities, DBSI and Credit Suisse, as Arrangers for the Second-Lien Facilities, Banc of America Securities LLC, as documentation agent, and Credit Suisse, Cayman Islands Branch, Wachovia Bank, National Association, The Royal Bank of Scotland PLC and Lehman Brothers Inc., as joint syndication agents.                      (the “ Non-U.S. Lender ”) is providing this certificate pursuant to Section 2.20(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants to the Borrowers that:
The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by note(s) in respect of which it is providing this certificate.
The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code. In this regard, the Non-U.S. Lender further represents and warrants that:
(a) The Non-U.S. Lender is not a “10 percent shareholder” of the U.S. Borrower for purposes of Section 881(c)(3)(B) of the Code.
(b) The Non-U.S. Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.
 
E-1

IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

[NAME OF NON-U.S. LENDER]	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
Date:             , 20    
 
E-2

EXHIBIT F-A1
to the Credit Agreement
FORM OF
FIRST-LIEN TRADEMARK SECURITY AGREEMENT
FIRST-LIEN TRADEMARK SECURITY AGREEMENT, dated as of [            ], 200[    ] (this “ Agreement ”), among [GRANTOR] (“ Grantor ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent (the “ First-Lien Collateral Agent ”) for the First-Lien Secured Parties.
Reference is made to the First-Lien Guarantee and Collateral Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”), among Umbrella Acquisition, Inc., a Delaware corporation, to be merged with and into Univision Communications Inc., a Delaware corporation, and Univision of Puerto Rico Inc., a Delaware corporation (the “ Borrowers ”), Broadcast Media Partners Holdings, Inc., the subsidiaries of the Borrowers party thereto and the First-Lien Collateral Agent. The Lenders have extended credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(b) and Section 3.02(b) of the Security Agreement, the parties hereto agree as follows:
SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.
SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the First-Lien Collateral Agent, its successors and assigns, for the benefit of the First-Lien Secured Parties (and, to the extent provided in Section 6.01 of the Security Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Trademark Collateral ”):
(a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, and all extensions or renewals thereof, including those listed on Schedule I and II (the “ Trademarks ”);
 
F-A1-1

(b) all goodwill associated with or symbolized by the Trademarks;
(c) all assets, rights and interests that uniquely reflect or embody the Trademarks;
(d) the right to sue third parties for past, present and future infringements of any Trademark; and
(e) all proceeds of and rights associated with the foregoing.
SECTION 3. Security Agreement. The security interests granted to the First-Lien Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the First-Lien Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the First-Lien Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.
[Remainder of this page intentionally left blank]
 
F-A1-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[GRANTOR],	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
DEUTSCHE BANK AG NEW YORK BRANCH,
as First-Lien Collateral Agent,	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
F-A1-3

Schedule I
Trademarks

Registered Owner	  	Mark	  	Registration
Number	  	Expiration
Date	

	  		  		  		

 
Schedule II
 
Trademark Applications
 	
Registered Owner	  	Mark	  	Registration
Number	  	Date
Filed	

	  		  		  		

 
F-A1-4

EXHIBIT F-A2
to the Credit Agreement
FORM OF
FIRST-LIEN PATENT SECURITY AGREEMENT
FIRST-LIEN PATENT SECURITY AGREEMENT, dated as of [            ], 200[    ] (this “ Agreement ”), among [GRANTOR] (“ Grantor ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent (the “ First-Lien Collateral Agent ”) for the First-Lien Secured Parties.
Reference is made to the First-Lien Guarantee and Collateral Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”), among Umbrella Acquisition, Inc., a Delaware corporation, to be merged with and into Univision Communications Inc., a Delaware corporation, and Univision of Puerto Rico Inc., a Delaware corporation (the “ Borrowers ”), Broadcast Media Partners Holdings, Inc., the subsidiaries of the Borrowers party thereto and the First-Lien Collateral Agent. The Lenders have extended credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(b) and Section 3.02(b) of the Security Agreement, the parties hereto agree as follows:
SECTION 1. Terms . Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.
SECTION 2. Grant of Security Interest . As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the First-Lien Collateral Agent, its successors and assigns, for the benefit of the First-Lien Secured Parties (and, to the extent provided in Section 6.01 of the Security Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Patent Collateral ”):
(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office, including those listed on Schedule I and II (the “ Patents ”);
(b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and all inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein;
 
F-A2-1

(c) the right to sue third parties for past, present and future infringements of any Patent; and
(d) all proceeds of and any right associated with the foregoing.
SECTION 3. Security Agreement . The security interests granted to the First-Lien Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the First-Lien Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the First-Lien Collateral Agent with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.
[Remainder of this page intentionally left blank]
 
F-A2-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[GRANTOR],	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
DEUTSCHE BANK AG NEW YORK BRANCH,
as First-Lien Collateral Agent,	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
F-A2-3

Schedule I
Patents

Registered Owner	  	Type	  	Registration
Number	  	Expiration
Date	

	  		  		  		

 
Schedule II
 
Patent Applications
 	
Registered Owner	  	Type	  	Registration
Number	  	Date
Filed	

	  		  		  		

 
F-A2-4

EXHIBIT F-A3
to the Credit Agreement
FORM OF
FIRST-LIEN COPYRIGHT SECURITY AGREEMENT
FIRST-LIEN COPYRIGHT SECURITY AGREEMENT, dated as of [            ], 200[    ] (this “ Agreement ”), among [GRANTOR] (“ Grantor ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent (the “ First-Lien Collateral Agent ”) for the First-Lien Secured Parties.
Reference is made to the First-Lien Guarantee and Collateral Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”), among Umbrella Acquisition, Inc., a Delaware corporation, to be merged with and into Univision Communications Inc., a Delaware corporation, and Univision of Puerto Rico Inc., a Delaware corporation (the “ Borrowers ”), Broadcast Media Partners Holdings, Inc., the subsidiaries of the Borrowers party thereto and the First-Lien Collateral Agent. The Lenders have extended credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement dated as of March [    ], 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Consistent with the requirements of the Credit Agreement and pursuant to and in accordance with Section 3.01(b) and Section 3.02(b) of the Security Agreement, the parties hereto agree as follows:
SECTION 1. Terms . Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.
SECTION 2. Grant of Security Interest . As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the First-Lien Collateral Agent, its successors and assigns, for the benefit of the First-Lien Secured Parties (and, to the extent provided in Section 6.01 of the Security Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Copyright Collateral ”):
(a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise,
(b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule I and II (the “ Copyrights ”);
 
F-A3-1

(c) the right to sue third parties for past, present and future infringements of any copyright, and
(d) all proceeds of and rights associated with the foregoing.
SECTION 3. Security Agreement . The security interests granted to the First-Lien Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the First-Lien Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the First-Lien Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.
[Remainder of this page intentionally left blank]
 
F-A3-2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[GRANTOR],	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
	
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
F-A3-3

Schedule I
Copyrights

Registered Owner	  	Title	  	Registration
Number	  	Expiration
Date	

	  		  		  		

Schedule II
Copyright Applications

Registered Owner	  	Title	  	Registration
Number	  	Date
Filed	

	  		  		  		

 
F-A3-4

EXHIBIT G
to the Credit Agreement
FORM OF
INTERCOMPANY SUBORDINATION AGREEMENT
[Form circulated separately]
 
G-1

INTERCOMPANY SUBORDINATION AGREEMENT
THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this “ Agreement ”), dated as of March 29, 2007, made by each of the undersigned (each, a “ Party ” and, together with any entity that becomes a party to this Agreement pursuant to Section 8 hereof, the “ Parties ”) and Deutsche Bank AG New York Branch, as Collateral Agent (as defined below), for the benefit of the Senior Creditors (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Umbrella Acquisition, Inc. (to be merged with and into Univision Communications Inc.) (“ Merger Sub ”), Univision of Puerto Rico Inc. (the “ Subsidiary Borrower ” and, together with the US Borrower, the “ Borrowers ”), the lenders party thereto (the “ Lenders ”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “ Administrative Agent ”), as first-lien collateral agent for the First-Lien Secured Parties (in such capacity, the “ First-Lien Collateral Agent ”) and as second-lien collateral agent for the Second-Lien Secured Parties (in such capacity, the Second-Lien Collateral Agent ”), Deutsche Bank Securities Inc. (“ DBSI ”) and Banc of America Securities LLC, as joint lead arrangers for the First-Lien Facilities, DBSI and Credit Suisse, as joint lead arrangers for the Second-Lien Facilities, Banc of America Securities LLC, as documentation agent, and Credit Suisse, Cayman Islands Branch, Wachovia Bank, National Association, The Royal Bank of Scotland PLC and Lehman Brothers Inc., as joint syndication agents, have entered into a Credit Agreement, dated as of March 29, 2007 (as the same may be amended, restated, modified and/or supplemented from time to time, the “ Credit Agreement ”), providing for the making of Loans to the Borrowers and the issuance of, and participation in, Letters of Credit for the respective accounts of the Borrowers, all as contemplated therein (with the Lenders, the Administrative Agent, the Issuing Banks, the First-Lien Collateral Agent and the Second-Lien Collateral Agent being herein called the “ Lender Creditors ”);
WHEREAS, the US Borrower and/or one or more of its Restricted Subsidiaries may at any time and from time to time enter into one or more Hedging Agreements (as defined below) with one or more Hedge Creditors (as defined below);
WHEREAS, pursuant to the First-Lien Guarantee and Collateral Agreement and Second-Lien Guarantee and Collateral Agreement, Broadcast Media Partners Holdings, Inc. (“ Holdings ”) and each Subsidiary Guarantor have jointly and severally guaranteed to the Secured Parties (as defined in each Guarantee and Collateral Agreement) the payment when due of all Obligations (as defined in each Guarantee and Collateral Agreement);
WHEREAS, it is a condition precedent to the extensions of credit under the Credit Agreement that this Agreement be executed and delivered by the original Parties hereto;

WHEREAS, additional Parties may from time to time become parties hereto in order to allow for certain extensions of credit in accordance with the requirements of the Credit Agreement; and
WHEREAS, each of the Parties desires to execute this Agreement to satisfy the conditions described in the immediately preceding paragraphs.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Parties and the Collateral Agent (for the benefit of the Senior Creditors) hereby agree as follows:
1. The Subordinated Debt (as defined in Section 6 hereof) and all payments of principal, interest and all other amounts thereunder are hereby, and shall continue to be, subject and subordinate in right of payment to the prior payment in full, in cash, of all Senior Indebtedness, to the extent, and in the manner, set forth herein. The foregoing shall apply notwithstanding the availability of collateral to the Senior Creditors or the holders of Subordinated Debt or the actual date and time of execution, delivery, recordation, filing or perfection of any security interests granted with respect to the Senior Indebtedness or the Subordinated Debt, or the lien or priority of payment thereof, and in any instance wherein the Senior Indebtedness or any claim for the Senior Indebtedness is subordinated, avoided or disallowed, in whole or in part, under the Bankruptcy Code or other applicable federal, foreign, state or local law. In the event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceeding pursuant to the Bankruptcy Code or other applicable federal, foreign, state or local law (each, a “ Bankruptcy Proceeding ”), the Senior Indebtedness shall include all interest accrued on the Senior Indebtedness, in accordance with and at the rates specified in the Senior Indebtedness, both for periods before and for periods after the commencement of any of such proceedings, even if the claim for such interest is not allowed pursuant to the Bankruptcy Code or other applicable law.
2. Each Party (as a lender of any Subordinated Debt) hereby agrees that until all Senior Indebtedness has been repaid in full in cash:
(a) Such Party shall not, without the prior written consent of the Required Senior Creditors (as defined in Section 6 hereof), which consent may be withheld or conditioned in the Required Senior Creditors’ sole discretion, commence, or join or participate in, any Enforcement Action (as defined in Section 6 hereof).
(b) In the event that (i) all or any portion of any Senior Indebtedness becomes due (whether at stated maturity, by acceleration or otherwise), (ii) any Event of Default under the Credit Agreement or any event of default under, and as defined in, any other Senior Indebtedness (or the documentation governing the same), then exists or would result from such payment on the Subordinated Debt (including, without limitation, pursuant to Section 6.03 of the Credit Agreement), or (iii) such Party receives any payment or prepayment of principal, interest or any other amount, in whole or in part, of (or with respect to) the Subordinated Debt in violation of the terms of the Credit Agreement or any other Senior Indebtedness (or the documentation governing the same),
 
2

then, and in any such event, any payment or distribution of any kind or character, whether in cash, property or securities, which shall be payable or deliverable with respect to any or all of the Subordinated Debt or which has been received by any Party shall be held in trust by such Party for the benefit of the Senior Creditors and shall forthwith be paid or delivered directly to the Senior Creditors for application to the payment of the Senior Indebtedness (after giving effect to the relative payment and security priorities of such Senior Indebtedness), to the extent necessary to make payment in full in cash of all sums due under the Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the Senior Creditors. In any such event, the Senior Creditors may, but shall not be obligated to, demand, claim and collect any such payment or distribution that would, but for these subordination provisions, be payable or deliverable with respect to the Subordinated Debt. In the event of the occurrence of any event referred to in subclauses (i), (ii) or (iii) of the second preceding sentence of this clause (b) and until the Senior Indebtedness shall have been fully paid in cash and satisfied and all of the Obligations of the US Borrower or any of its Restricted Subsidiaries to the Senior Creditors have been performed in full, no payment of any kind or character (whether in cash, property, securities or otherwise) shall be made to or accepted by any Party in respect of the Subordinated Debt. Notwithstanding anything to the contrary contained above, if one or more of the events referred to in subclauses (i) through (iii) of the first sentence of this clause (b) is in existence, the Required Senior Creditors may agree in writing that payments may be made with respect to the Subordinated Debt which would otherwise be prohibited pursuant to the provisions contained above, provided that any such waiver shall be specifically limited to the respective payment or payments which the Required Senior Creditors agree may be so paid to any Party in respect of the Subordinated Debt.
(c) If such Party which is not a Loan Party shall acquire by indemnification, subrogation or otherwise, any lien, estate, right or other interest in any of the assets or properties of the US Borrower or any of its Restricted Subsidiaries which is a Loan Party, that lien, estate, right or other interest shall be subordinate in right of payment to the Senior Indebtedness and the lien of the Senior Indebtedness as provided herein, and such Party hereby waives any and all rights it may acquire by subrogation or otherwise to any lien of the Senior Indebtedness or any portion thereof until such time as all Senior Indebtedness has been repaid in full in cash.
(d) In any case commenced by or against the US Borrower or any of its Restricted Subsidiaries under the Bankruptcy Code or any similar federal, foreign, state or local statute (a “ Reorganization Proceeding ”), to the extent permitted by applicable law, the Required Senior Creditors shall have the exclusive right to exercise any voting rights in respect of the claims of such Party against the US Borrower or any of its Restricted Subsidiaries.
(e) If, at any time, all or part of any payment with respect to Senior Indebtedness theretofore made (whether by either Borrower, any other Loan Party or any other Person or enforcement of any right of setoff or otherwise) is rescinded or must otherwise be returned by the holders of Senior Indebtedness for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of either
 
3

Borrower or such other Persons), the subordination provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.
(f) After the occurrence and continuation of an Event of Default, such Party shall not object to the entry of any order or orders approving any cash collateral stipulations, adequate protection stipulations or similar stipulations executed by the Senior Creditors in any Reorganization Proceeding or any other proceeding under the Bankruptcy Code.
(g) Such Party waives any marshalling rights with respect to the Senior Creditors in any Reorganization Proceeding or any other proceeding under the Bankruptcy Code.
3. Any payments made to, or received by, any Party in respect of any guaranty or security in support of the Subordinated Debt shall be subject to the terms of this Agreement and applied on the same basis as payments made directly by the obligor under such Subordinated Debt. To the extent that the US Borrower or any of its Restricted Subsidiaries (other than the respective obligor or obligors which are already Parties hereto) provides a guaranty or any security in support of any Subordinated Debt, the Party which is the lender of the respective Subordinated Debt will cause each such Person to become a Party hereto (if such Person is not already a Party hereto) promptly after the date of the execution and delivery of the respective guarantee or security documentation, provided that any failure to comply with the foregoing requirements of this Section 3 will have no effect whatsoever on the subordination provisions contained herein (which shall apply to all payments received with respect to any guarantee or security for any Subordinated Debt, whether or not the Person furnishings such guarantee or security is a Party hereto).
4. Each Party hereby acknowledges and agrees that no payments will be accepted by it in respect of the Subordinated Debt (unless promptly turned over to the holders of Senior Indebtedness as contemplated by Section 2 above), to the extent such payments would be prohibited under any Senior Indebtedness (or the documentation governing the same).
5. In addition to the foregoing agreements, each Party hereby acknowledges and agrees that (x) any Intercompany Debt (and any promissory notes or other instruments evidencing same) may be pledged, and delivered for pledge, by the US Borrower or any of its Restricted Subsidiaries pursuant to any Security Document to which the US Borrower or the respective such Restricted Subsidiary is, or at any time in the future becomes, a party and (y) with respect to all Intercompany Debt so pledged, the Collateral Agent shall be entitled to exercise all rights and remedies with respect to such Intercompany Debt to the maximum extent provided in the various Security Documents (in accordance with the terms thereof and subject to the requirements of applicable law).
6. Definitions . As and in this Agreement, the terms set forth below shall have the respective meanings provided below:
“ Collateral Agent ” shall mean (i) prior to the First-Lien Loan Obligations Termination Date, the First-Lien Collateral Agent, and (ii) thereafter, the Second-Lien Collateral Agent.
 
4

“ First-Lien Loan Obligations Termination Date ” shall mean the first date after the Closing Date upon which all Commitments and Letters of Credit under the Credit Agreement have been terminated (or, if Letters of Credit remain outstanding, as to which an L/C Backstop exists) and all Loan Document Obligations constituting First-Lien Obligations have been paid in full in cash.
“ Enforcement Action ” shall mean (i) any acceleration of all or any part of the Subordinated Debt, (ii) any foreclosure proceeding, the exercise of any power of sale, the obtaining of a receiver, the seeking of default interest, the suing on, or otherwise taking action to enforce the obligation of the US Borrower or any of its Restricted Subsidiaries to pay any amounts relating to any Subordinated Debt, (iii) the exercising of any banker’s lien or rights of set-off or recoupment, or (iv) the taking of any other enforcement action against any asset or property of the US Borrower or its Restricted Subsidiaries.
“ Hedging Agreement ” shall mean any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer of mitigation of interest rate or currency risks either generally or under specific contingencies.
“ Hedge Creditor ” shall have the meaning provided in the First-Lien Guarantee and Collateral Agreement.
“ Intercompany Debt ” shall mean any indebtedness or other obligations, whether now existing or hereinafter incurred, owed by the US Borrower or any Restricted Subsidiary of the US Borrower to the US Borrower or any other Restricted Subsidiary of the US Borrower.
“ Obligation ” shall mean any principal, interest, premium, penalties, fees, indemnities and other liabilities and obligations payable under the documentation governing any indebtedness (including, without limitation, all interest, fees and other charges accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided in the governing documentation, whether or not such interest, fees and charges are an allowed claim in such proceeding).
“ Required Senior Creditors ” shall mean (i) prior to the First-Lien Loan Obligations Termination Date, the Required First-Lien Lenders and (ii) thereafter, the Required Second-Lien Lenders.
“ Senior Creditors ” shall mean all holders from time to time of any Senior Indebtedness and shall include, without limitation, the Lender Creditors and the Hedge Creditors.
 
5

“ Senior Indebtedness ” shall mean:
(i) all Obligations (including, without limitation, Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of each Loan Party (whether as obligor, guarantor or otherwise) to the Lender Creditors, whether now existing or hereafter incurred under, arising out of or in connection with each Loan Document to which it is at any time a party (including, without limitation, all such obligations and liabilities of each Loan Party under the Credit Agreement (if a party thereto) and under the Guarantee and Collateral Agreements (if a party thereto) or under any other guarantee by it of obligations pursuant to the Credit Agreement) and the due performance and compliance by each Loan Party with the terms of each such Loan Document (all such obligations and liabilities under this clause (i), except to the extent consisting of Secured Hedging Obligations, being herein collectively called the “ Loan Document Obligations ”); and
(ii) all Obligations (including, without limitation, Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of each Loan Party to the Hedge Creditors, whether now existing or hereafter incurred under, arising out of or in connection with any Hedging Agreement with a Hedge Creditor (including, without limitation, all such obligations and liabilities of such Loan Party under the Guarantee and Collateral Agreements (if a party thereto) with respect thereto or under any other guarantee by it of obligations pursuant to any such Hedging Agreement) and the due performance and compliance by each Loan Party with the terms of each such Hedging Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “ Secured Hedging Obligations ”).
“ Subordinated Debt ” shall mean the principal of, interest on, and all other amounts owing from time to time in respect of, all Intercompany Debt (including, without limitation, pursuant to guarantees thereof or security therefor at any time outstanding); provided that the term “Subordinated Debt” shall not include any Intercompany Debt which is (1) owed by any Person to the US Borrower, (2) owed by any Person (other than the US Borrower) to the Subsidiary Borrower, (3) owed by any Person that is not a Loan Party to any other Person or (4) owed by any Loan Party (other than a Borrower) to any other Loan Party.
7. Each Party agrees to be fully bound by all terms and provisions contained in this Agreement, both with respect to any Subordinated Debt (including any guarantees thereof and security therefor) owed to it, and with respect to all Subordinated Debt (including all guarantees thereof and security therefor) owing by it.
8. It is understood and agreed that any Restricted Subsidiary of the US Borrower that is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any other Senior Indebtedness shall become a Party hereunder by executing a counterpart hereof (or a joinder agreement in form and substance satisfactory to the Collateral Agent) and delivering same to the Collateral Agent.
 
6

9. No failure or delay on the part of any party hereto or any holder of Senior Indebtedness in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
10. Each Party hereto acknowledges that to the extent that no adequate remedy at law exists for breach of its obligations under this Agreement, in the event any Party fails to comply with its obligations hereunder, the Collateral Agent or the holders of Senior Indebtedness shall have the right to obtain specific performance of the obligations of such defaulting Party, injunctive relief or such other equitable relief as may be available.
11. Any notice to be given under this Agreement shall be in writing and shall be sent in accordance with the provisions of the Credit Agreement.
12. In the event of any conflict between the provisions of this Agreement and the provisions of the Subordinated Debt, the provisions of this Agreement shall prevail.
13. No person other than the parties hereto, the Senior Creditors from time to time and their successors and assigns as holders of the Senior Indebtedness and the Subordinated Debt shall have any rights under this Agreement.
14. This Agreement may be executed in any number of counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
15. No amendment, supplement, modification, waiver or termination of this Agreement shall be effective against a party against whom the enforcement of such amendment, supplement, modification, waiver or termination would be asserted, unless such amendment, supplement, modification, waiver or termination was made in a writing signed by such party, provided that amendments hereto shall be effective as against the Senior Creditors only if executed and delivered by the Collateral Agent.
16. In case any one or more of the provisions confined in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein, and any other application thereof, shall not in any way be affected or impaired thereby.
17. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
(b) Each of the Parties and the Senior Creditors, by their acceptance of the benefits of this Agreement 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
 
7

any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Parties and the Senior Creditors, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally agrees that 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 and the Senior Creditors, by their acceptance of the benefits of this Agreement, 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 First-Lien Collateral Agent or any other Senior Creditor may otherwise have to bring any action or proceeding relating to this Agreement against any Party or its properties in the courts of any jurisdiction.
(c) Each of the Parties and the Senior Creditors, by their acceptance of the benefits of this Agreement, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which 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 in any court referred to in paragraph (b) of this Section. Each of the Parties and the Senior Creditors by their acceptance of the benefits of this Agreement 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.
(d) Each of the Parties and the Senior Creditors, by their acceptance of the benefits of this Agreement, hereby irrevocably consents to service of process in the manner provided for notices as provided above. Nothing in this Agreement will affect the right of the Collateral Agent, the Senior Creditors or the Parties to serve process in any other manner permitted by law.
(e) EACH PARTY HERETO (AND EACH OTHER SENIOR CREDITOR, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF) 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. 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, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE (c) .
18. This Agreement shall bind and inure to the benefit of the Collateral Agent, the other Senior Creditors and each Party and their respective successors, permitted transferees and assigns.
19. By acceptance of the benefits of this Agreement, each Senior Creditor (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder, (b) to confirm that the Collateral Agent shall have
 
8

the authority to act as the exclusive agent of such Senior Creditor for the enforcement of any provisions of this Agreement against any Party or the exercise of remedies hereunder, (c) to agree that it shall not take any action to enforce any provisions of this Agreement against any Party, to exercise any remedy hereunder or to give any consents or approvals hereunder, except as expressly provided in this Agreement and (d) to agree to be bound by the terms of this Agreement.
20. Upon the consummation of the Merger, the Company shall succeed to all the rights and obligations of Merger Sub under this Agreement, without any further action by any Person.
21. Notwithstanding anything to the contrary contained herein, upon the occurrence of the Termination Date, this Agreement shall terminate without any further action by any Person.
*            *              *
 
9

IN WITNESS WHEREOF, the parties hereto have duly authorized officers to execute and deliver this Agreement as of the date first above written.

BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	 	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Senior Executive Vice President	
	
UMBRELLA ACQUISITION, INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	 	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Senior Vice President	
	
UNIVISION OF PUERTO RICO INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	 	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Executive Vice President	

UNIVISION COMMUNICATIONS INC.
HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY ASSUMES ALL OBLIGATIONS OF UMBRELLA ACQUISITION, INC. UNDER THIS AGREEMENT.	
	
UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Andrew W. Hobson	
	 	 	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
THE UNIVISION NETWORK LIMITED PARTNERSHIP	
		
By:	 	Univision Communications Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

	
EDIMONSA CORPORATION
EL TRATO, INC.	
FONOHITS MUSIC PUBLISHING, INC.
FONOMUSIC, INC.	
FONOVISA, INC.	
GALAVISION, INC.	
HPN NUMBERS, INC.	
KCYT-FM LICENSE CORP.	
KECS-FM LICENSE CORP.	
KESS-AM LICENSE CORP.	
KESS-TV LICENSE CORP.	
KHCK-FM LICENSE CORP.	
KICI-AM LICENSE CORP.	
KICI-FM LICENSE CORP.	
KLSQ-AM LICENSE CORP.	
KLVE-FM LICENSE CORP.	
KMRT-AM LICENSE CORP.	
KTNQ-AM LICENSE CORP.	
LICENSE CORP. NO. 1	
LICENSE CORP. NO. 2	
MI CASA PUBLICATIONS, INC.	
PTI HOLDINGS, INC.	
SERVICIO DE INFORMACION PROGRAMATIVA, INC.	
SPANISH COAST-TO-COAST LTD.	
SUNSHINE ACQUISITION CORP.	
T C TELEVISION, INC.	
TELEFUTURA NETWORK	
TELEFUTURA OF SAN FRANCISCO, INC.	
TELEFUTURA ORLANDO INC.	
TELEFUTURA TELEVISION GROUP, INC.	
TICHENOR LICENSE CORPORATION	
TMS LICENSE CALIFORNIA, INC.	
UNIVISION HOME ENTERTAINMENT, INC.	
UNIVISION INVESTMENTS, INC.	
UNIVISION MANAGEMENT CO.	
UNIVISION MUSIC, INC.	
UNIVISION OF ATLANTA INC.	
UNIVISION OF NEW JERSEY INC.	
UNIVISION OF RALEIGH, INC.	
UNIVISION ONLINE, INC.	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

	
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY	
UNIVISION PUERTO RICO STATION OPERATING COMPANY	
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY	
UNIVISION RADIO CORPORATE SALES, INC.	
UNIVISION RADIO FRESNO, INC.	
UNIVISION RADIO GP, INC.	
UNIVISION RADIO HOUSTON LICENSE CORPORATION	
UNIVISION RADIO ILLINOIS, INC.	
UNIVISION RADIO INVESTMENTS, INC.	
UNIVISION RADIO LAS VEGAS, INC.	
UNIVISION RADIO LICENSE CORPORATION	
UNIVISION RADIO LOS ANGELES, INC.	
UNIVISION RADIO MANAGEMENT COMPANY, INC.	
UNIVISION RADIO NEW MEXICO, INC.	
UNIVISION RADIO NEW YORK, INC.	
UNIVISION RADIO PHOENIX, INC.	
UNIVISION RADIO SACRAMENTO, INC.	
UNIVISION RADIO SAN DIEGO, INC.	
UNIVISION RADIO SAN FRANCISCO, INC.	
UNIVISION RADIO TOWER COMPANY, INC.	
UNIVISION TELEVISION GROUP, INC.
WADO RADIO, INC.	
WADO-AM LICENSE CORP.	
WLXX-AM LICENSE CORP.	
WPAT-AM LICENSE CORP.	
WQBA-AM LICENSE CORP.	
WQBA-FM LICENSE CORP.	
WURZBURG, INC.	

By:	 	/s/ Andrew W. Hobson	
	 	 	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
UNIVISION RADIO, INC.	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
HBCi, LLC
UNIVISION RADIO FLORIDA, LLC	
		
By:	 	Univision Radio, Inc.,	
	 	its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
TELEFUTURA SAN FRANCISCO LLC	
		
By:	 	Telefutura San Francisco, Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
UNIVISION NEW YORK LLC
UNIVISION PHILADELPHIA LLC	
		
By:	 	Univision of New Jersey Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
DISA LLC	
		
By:	 	Univision Music, Inc.,	
	 	its member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	DISA Holdco LLC,	
	 	its member	
			
	 	By:	 	Univision Communications Inc.,	
	 		 	its member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
DISA LATIN PUBLISHING, LLC	
			
	 	By:	 	/s/ Dave Palacio	
	 		 	Name:	 	Dave Palacio	
	 		 	Title:	 	Manager	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
STATION WORKS, LLC	
TELEFUTURA ALBUQUERQUE LLC	
TELEFUTURA BAKERSFIELD LLC	
TELEFUTURA BOSTON LLC	
TELEFUTURA CHICAGO LLC	
TELEFUTURA D.C. LLC	
TELEFUTURA DALLAS LLC	
TELEFUTURA FRESNO LLC	
TELEFUTURA HOUSTON LLC	
TELEFUTURA LOS ANGELES LLC	
TELEFUTURA MIAMI LLC	
TELEFUTURA SACRAMENTO LLC	
TELEFUTURA SOUTHWEST LLC	
TELEFUTURA TAMPA LLC	
		
By:	 	Telefutura Television Group, Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
TELEFUTURA PARTNERSHIP OF DOUGLAS	
TELEFUTURA PARTNERSHIP OF FLAGSTAFF	
TELEFUTURA PARTNERSHIP OF FLORESVILLE	
TELEFUTURA PARTNERSHIP OF PHOENIX	
TELEFUTURA PARTNERSHIP OF SAN ANTONIO	
TELEFUTURA PARTNERSHIP OF TUCSON	
		
By:	 	Telefutura Television Group, Inc.,
its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	Telefutura Southwest LLC,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
UNIVISION MUSIC LLC	
		
By:	 	Univision Music, Inc.,
its managing member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
UNIVISION ATLANTA LLC	
		
By:	 	Univision of Atlanta Inc.,
its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
WUVC LICENSE PARTNERSHIP G.P.	
		
By:	 	Univision of Raleigh, Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	Univision Television Group, Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
KAKW LICENSE PARTNERSHIP, L.P.	
KUVN LICENSE PARTNERSHIP, L.P.	
KWEX LICENSE PARTNERSHIP, L.P.	
KXLN LICENSE PARTNERSHIP, L.P.	
UVN TEXAS L.P.	
		
By:	 	Univision Television Group, Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
KDTV LICENSE PARTNERSHIP, G.P.	
KFTV LICENSE PARTNERSHIP, G.P.	
KMEX LICENSE PARTNERSHIP, G.P.	
KTVW LICENSE PARTNERSHIP, G.P.	
KUVI LICENSE PARTNERSHIP, G.P.	
KUVS LICENSE PARTNERSHIP, G.P.	
WGBO LICENSE PARTNERSHIP, G.P.	
WLTV LICENSE PARTNERSHIP, G.P.	
WXTV LICENSE PARTNERSHIP, G.P.	
		
By:	 	Univision Television Group, Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
		
By:	 	PTI Holdings, Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
WLII/WSUR LICENSE PARTNERSHIP, G.P.	
		
By:	 	Univision of Puerto Rico Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.	
UNIVISION RADIO BROADCASTING TEXAS, L.P.	
		
By:	 	Univision Radio GP, Inc.,	
	 	its general partner	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

							
UNIVISION CLEVELAND LLC	
		
By:	 	Univision Television Group, Inc.,	
	 	its sole member	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	 	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

									
UNIVISION TEXAS STATIONS LLC	
				
	 	By:	 		 	/s/ Ray Rodriguez	
	 		 		 	 	
	 		 		 	Name:	 	Ray Rodriguez	
	 		 		 	Title:	 	Manager	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

									
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC	
		
By:	 	The Univision Network Limited Partnership,	
	 	its sole member	
			
	 	By:	 	Univision Communications Inc.,	
	 		 	its general partner	
				
	 		 	By:	 	/s/ Andrew W. Hobson	
	 		 		 	 	
	 		 		 	Name:	 	Andrew W. Hobson	
	 		 		 	Title:	 	Senior Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

					
UNIVISION-EV HOLDINGS, LLC	
		
By:	 	/s/ Andrew W. Hobson	
	 	 	
	 	Name:	 	Andrew W. Hobson	
	 	Title:	 	Executive Vice President	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

					
DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent and Second-Lien Collateral Agent	
		
By:	 	/s/ David Maynow	
	 	 	
	 	Name:	 	David Maynow	
	 	Title:	 	Managing Director	
		
By:	 	/s/ Stephen Cayer	
	 	 	
	 	Name:	 	Stephen Cayer	
	 	Title:	 	Director	
 
[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

EXHIBIT B
REAFFIRMATION AGREEMENT
October 26, 2010
Reference is made to (i) the Credit Agreement, dated as of March 29, 2007 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from to but not including the date hereof, the “ Original Credit Agreement ”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “ US Borrower ”) and UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “ Subsidiary Borrower ” and, together with the US Borrower, the “ Borrowers ”), the lenders from time to time party thereto (the “ Lenders ”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent and collateral agent (in such respective capacity, the “ Administrative Agent ”) and (ii) the Amendment and Restatement Agreement, dated as of the date hereof (the “ Restatement Agreement ”), among the Borrowers, the Administrative Agent, the other Agents and certain Lenders party to the Original Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restated Credit Agreement (as defined below).
This reaffirmation is delivered in connection with Section 6(a)(v) of the Restatement Agreement. On the date hereof, the Company entered into the Restatement Agreement, whereby the Borrowers amended and restated the Original Credit Agreement (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Restated Credit Agreement ”).
Each of the undersigned, as Guarantors in respect of the Original Credit Agreement, hereby consent to the terms of the foregoing Restatement Agreement and agree that the terms of each of the Restatement Agreement and the Restated Credit Agreement shall not affect in any way its obligations and liabilities under any Loan Document (as such Loan Documents are amended or otherwise expressly modified by the Restatement Agreement), all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed (as amended or otherwise expressly modified by the Restatement Agreement) and remain in full force and effect. Each of the Guarantors hereby confirms that the security interests and Liens granted pursuant to the Loan Documents continue to secure the Obligations (including, without limitation, the Extended First-Lien Term Loans, the Extended Revolving Loans and the Extended Revolving Credit Commitments) and that such security interests and Liens remain in full force and effect.
( The remainder of the page has been intentionally left blank )

IN WITNESS WHEREOF, the parties hereto have duly executed this Reaffirmation Agreement as of the day and year first above written.

BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
UNIVISION OF PUERTO RICO INC.	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
[OTHER SUBSIDIARY GUARANTOR]	
		
By:	 	 	
	 	Name:	
	 	Title:	

EXHIBIT C
FORM OF BORROWING REQUEST
 
14

FORM OF
BORROWING REQUEST
Deutsche Bank AG New York
Branch, Administrative Agent
Harborside Financial Center
100 Plaza One
Mail Stop JCY03-0895
Jersey City, NJ 07311-3988
ATTN: Helaine Griffin-Williams
with copy to:
Deutsche Bank AG New York
Branch, as Administrative Agent
60 Wall Street
New York, NY 10005
ATTN: Susan Lefevre
[DATE] 1
Ladies and Gentlemen:
The undersigned, Univision Communications Inc., a Delaware Corporation (the “ US Borrower ”), and Univision of Puerto Rico Inc., a Delaware corporation (the “ Subsidiary Borrower ” and together with the US Borrower, collectively, the “ Borrowers ”), refer to that certain Credit Agreement dated as of March 29, 2007, as amended as of July 9, 2009 (as so amended and in effect immediately prior to the Restatement Effective Date, the “ Original Credit Agreement ”) and as further amended as of the Restatement Effective Date (as so amended and restated, the “ Restated Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Deutsche Bank AG New York Branch, as administrative agent for the

1  	Must be notified irrevocably by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m. (New York City time), three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 1:00 p.m. (New York City time), one Business Day before a proposed Borrowing, in each case to be promptly confirmed by hand delivery or fax.	

Lenders, first-lien collateral agent, swingline lender and issuing bank. Capitalized terms used but not defined herein have the meanings set forth in the Restated Credit Agreement.
The Borrowers hereby give you notice pursuant to Section 2.03 of the Restated Credit Agreement that they request a Borrowing under the Restated Credit Agreement, and in connection with such borrowing sets forth below the terms on which the Borrowing is requested to be made:

(A)	  	Type of Borrowing: 2	  	 	  		
				
(B)	  	Class of Borrowing: 3	  	 	  		
				
(C)	  	Date of Borrowing: 4	  	 	  		
				
(D)	  	Account Number and Location for disbursement of funds:	  	 	  		
				
(E)	  	Principal Amount of Borrowing 5 :	  	 	  		
				
(F)	  	Interest Period: 6	  	 	  		
[Remainder of this page intentionally left blank]

2  	Specify the whether the Borrowing shall consists of a Eurodollar Borrowing or an ABR Borrowing.	
3  	Specify whether the Borrowing consists of Existing Non-Extended Revolving Loans, Extended Revolving Loans or Swingline Loans.	
4  	Shall be a Business Day at least one Business Day in the case of an ABR Borrowing (or same day notice in the case of Swingline Loans) and at least three Business Days in the case of a Eurodollar Borrowing in each case, after the date hereof, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (Eastern time) (or 1:00 P.M. (Eastern time) in the case of Swingline Loans) on such day.	
5  	Minimum Borrowing amount is $2,500,000 and $500,000 increments in excess thereof.	
6  	If such Borrowing is to be a Eurodollar Borrowing, identify the Interest Period with respect thereto. Please see Section 2.10(b) of the Restated Credit Agreement for permitted durations of Interest Periods.	
 
2

The undersigned hereby represents and warrants to the Administrative Agent and the relevant Lenders that, on the date of the related Borrowing, the conditions to lending specified in paragraphs (b) and (c) of Section 4.01 of the Restated Credit Agreement have been satisfied.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	 	
Name:	 		
Title:	 		
 
3

Exhibit 10.1(a)
Execution Version
AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT, dated as of August 21, 2012 (this “ Amendment ”), among UNIVISION COMMUNICATIONS INC. and UNIVISION OF PUERTO RICO INC., as Borrowers (the “ Borrowers ”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement (as defined below), and certain Lenders (as defined below) party hereto (the “ Required Lenders ”).
WHEREAS, the Borrowers have previously entered into that certain Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, and as amended and restated as of October 26, 2010 (as the same has been otherwise amended prior to the date hereof, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and the other agents party thereto.
WHEREAS, the Borrowers have requested, and the Administrative Agent and the Required Lenders (who comprise the “Required Lenders” as defined in the Credit Agreement) have agreed, to amend and waive certain provisions of the Credit Agreement, in each case on the terms and subject to the conditions set forth herein.
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms . Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendment of the Credit Agreement . Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a) The following definitions in Section 1.01 of the Credit Agreement are hereby amended as follows:
The definition of “Class” is hereby amended by replacing the reference to “ Section 2.09(c) ” in such definition with a reference to “ Section 2.09(d) ”;
Clause (h) of the definition of “Permitted Liens” shall be amended by inserting the phrase “any Additional Senior Secured Notes,” in between the phrase “the Senior Secured Notes,” and “Permitted First Priority Refinancing Debt” in the first two lines of the definition thereof;
Clause (i) of the proviso to the definition of “Refinancing Indebtedness” shall be amended by inserting the phrase “, any Additional Senior Secured Notes” in between the phrase “Permitted First Priority Refinancing Debt” and “or the Senior Secured Notes”; and

The definition of “Senior Representative” shall be amended and restated in its entirety as follows: ““ Senior Representative ” means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or any Additional Senior Secured Notes, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.”.
(b) Section 1.01 of the Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:
““ Additional Senior Secured Notes ” shall mean first-lien senior secured notes issued by the US Borrower following the Amendment Effective Date under one or more indentures (including any Registered Equivalent Notes in respect thereof) and Refinancing Indebtedness in respect thereof (which may include Refinancing Indebtedness in respect of the previously incurred Refinancing Indebtedness); provided , that it is understood and agreed that any Additional Senior Secured Notes shall meet the requirements set forth in clauses (a) , (c) , (d) , (e) , (f)  and (g)  of the definition of “Permitted First Priority Refinancing Debt” and the requirements set forth in clause (ii)  of the proviso to the definition of “Credit Agreement Refinancing Indebtedness”; provided , further , that the Net Cash Proceeds from the initial issuance of any Additional Senior Secured Notes (and any subsequent issuance of additional notes pursuant to the terms of the documentation governing such notes (but, for the avoidance of doubt, excluding any Refinancing Indebtedness in respect thereof)) shall be used to prepay the Term Loans in accordance with the requirements of Section 2.12 , and, if applicable, the US Borrower shall (a) reduce the Non-Extended Revolving Credit Commitments in accordance with Section 2.09(d) and (b) make any required prepayment of Revolving Loans pursuant to Section 2.13(a)(iv) .”; and
““ Amendment Effective Date ” shall mean the “Amendment Effective Date” as defined in that certain Amendment to Credit Agreement, dated as of August 21, 2012, among the Borrowers, the Administrative Agent and certain of the Lenders (who comprise the Required Lenders).”.
(c) Section 2.12(c) shall be amended and restated in its entirety to read as follows: “Optional prepayments of Revolving Loans shall be applied ratably among each Class of Revolving Loans then outstanding, except (i) any prepayment of Revolving Loans of a given Class elected to be made pursuant to Section 2.13(d) (and accompanied by a corresponding reduction of Revolving Credit Commitments of such Class under Section 2.09), in which case the Borrowers shall prepay the Revolving Loans of the applicable Class and (ii) any prepayment of Revolving Loans of a given Lender permitted to be made pursuant to Section 2.21(a)(y) (and accompanied by a corresponding reduction of the Revolving Credit Commitments of such Lender), in which case the Borrowers shall prepay the Revolving Loans of such Lender.”.
(d) Section 2.13(a)(iv) shall be amended by replacing the reference to “ Section 2.09(c) ” in such section with a reference to “ Section 2.09(d) ”.
 
-2-

(e) The last sentence of Section 5.11(a) shall be amended and restated in its entirety to read as follows: “Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Notes, any Additional Senior Secured Notes or any Junior Financing.”.
(f) Clause (ii) of Section 6.01(b) shall be amended and restated in its entirety to read as follows: “(ii) the incurrence by the US Borrower and any Restricted Guarantor of Indebtedness represented by the New Senior Notes, the Senior Secured Notes or any Additional Senior Secured Notes;”.
SECTION 3. Representations and Warranties . To induce the other parties hereto to enter into this Amendment, the Borrowers represent and warrant to each other party hereto that, as of the Amendment Effective Date:
(a) This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Credit Agreement constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) Each of the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.
(c) Both before and after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness . (a) This Amendment (other than this Section 4 and Sections 7 , 8 and 9 hereof, which shall be effective as to each signatory hereto immediately upon the delivery of its signature page hereto) shall become effective as of the first date (the “ Amendment Effective Date ”) on which the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, the Required Lenders and the Administrative Agent.
(b) The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.
SECTION 5. Waiver to Credit Agreement . The Required Lenders hereby waive (and direct the Administrative Agent to waive), subject to Section 2.16 of the Credit Agreement, the provision in Section 2.12 of the Credit Agreement requiring three Business Days’ prior written notice of the prepayment of Term Loans and/or Revolving Loans in the case of Eurodollar Loans with the Net Cash Proceeds of any Additional Senior Secured Notes, but only so long as the Borrowers shall have provided the Administrative Agent notice of the prepayment of the Term Loans and/or Revolving Loans before 12:00 noon (New York time) on the Business Day on which such prepayment is to be made.
 
-3-

SECTION 6. Effect of Amendment . (a) Except as expressly set forth in this Amendment or in the Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Amended and Restated Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 7. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 8. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic imaging means (including “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.
SECTION 9. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
[ Remainder of page intentionally blank. ]
 
-4-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
			
	 	by	 	/s/ Peter Lori	
	 		 	Peter Lori	
	 		 	Executive Vice President, Corporate Controller and Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
			
	 	by	 	/s/ Peter Lori	
	 		 	Peter Lori	
	 		 	Senior Vice President, Controller and Chief Accounting Officer	
 
Signature Page to Amendment to Credit Agreement (Univision)

							
DEUTSCHE BANK AG NEW YORK BRANCH,	
as Administrative Agent, First-Lien Collateral Agent, Swingline Lender and Issuing Bank	
			
	 	by	 	/s/ Susan LeFevre	
	 		 	Name:	 	Susan LeFevre	
	 		 	Title:	 	Managing Director	
			
	 	by	 	/s/ Omayra Laucelle	
	 		 	Name:	 	Omayra Laucelle	
	 		 	Title:	 	Director	
 
Signature Page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
DEUTSCHE BANK AG NEW YORK BRANCH	
		
By:	 	/s/ Susan LeFevre	
	 	Name:	 	Susan LeFevre	
	 	Title:	 	Managing Director	
		
By:	 	/ S / Omayra Laucelle	
	 	Name:	 	Omayra Laucelle	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Columbia Funds Variable Series Trust - Variable Portfolio - Eaton Vance Floating-Rate Income Fund	
	
By: Eaton Vance Management as Investment Sub-Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
HOLSTON RIVER TRADING, LLC	
By: SunTrust Bank, its Manager	
		
By:	 	/ S / Douglas Weltz	
	 	Name:	 	Douglas Weltz	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ASF1 Loan Funding LLC	
	
By: Citibank N.A.	
		
By:	 	/s/ Lynette Thompson	
	 	Name:	 	Lynette Thompson	
			
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ACA CLO 2006-1, LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
ACA CLO 2006-2, LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
ACA CLO 2007-1, LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cedar Funding Ltd.	
	
By: AEGON USA Investment Management, LLC	
		
By:	 	/s/ Maria Giannavola	
			
	 	Name:	 	Maria Giannavola	
			
	 	Title:	 	Associate Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Malibu CBNA Loan Funding LLC	
		
By:	 	/s/ Matthew Garvis	
	 	Name:	 	Matthew Garvis	
	 	Title:	 	Attorney-In-Fact	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING RANK	
	
NAME OF INSTITUTION:	
	
American International Group, Inc.	
	
By: PineBridge Investments LLC Its Investment Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Airlie CLO 2006-I, Ltd.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AIRLIE CLO 2006-II LTD	
		
By:	 	/s/ Seth Cameron	
	 	Name:	 	Seth Cameron	
	 	Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
GREYROCK CDO LTD.,	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK III CDO LIMITED	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK IV CDO LIMITED	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK IX CDO LTD	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK V CDO LIMITED	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK VI CDO LTD	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK VII CDO LTD	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LANDMARK VIII CLO LTD	
	
By: Aladdin Capital Management LLC, as Lender	
		
By:	 	/s/ Kofi Tweneboa-Kodua	
			
	 	Name:	 	Kofi Tweneboa-Kodua	
			
	 	Title:	 	Designated Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ALM IV, Ltd	
	
By: Apollo Credit Management (CLO), LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ALM Loan Funding 2010-3, Ltd.	
	
By: Apollo Credit Management (CLO), LLC, as Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ALM V, Ltd.	
	
By: Apollo Credit Management (CLO), LLC, as Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ACAS CLO 2007-1, Ltd.,	
By: American Capital Asset Management, LLC,
As Portfolio Manager	
		
By:	 	/s/ Michael Cerullo	
	 	Name:	 	Michael Cerullo	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AMMC CLO X, LIMITED	
	
By: American Money Management Corp., as Collateral Manager	
		
By:	 	/s/ David P. Meyer	
			
	 	Name:	 	David P. Meyer	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AMMC CLO III, LIMITED	
	
By: American Money Management Corp., as Collateral Manager	
		
By:	 	/s/ David P. Meyer	
			
	 	Name:	 	David P. Meyer	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AMMC CLO IV, LIMITED	
	
By: American Money Management Corp., as Collateral Manager	
		
By:	 	/s/ David P. Meyer	
			
	 	Name:	 	David P. Meyer	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AMMC CLO VI, LIMITED	
	
By: American Money Management Corp., as Collateral Manager	
		
By:	 	/s/ David P. Meyer	
			
	 	Name:	 	David P. Meyer	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AMMC VII, LIMITED	
	
By: American Money Management Corp., as Collateral Manager	
		
By:	 	/s/ David P. Meyer	
			
	 	Name:	 	David P. Meyer	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Northwoods Capital IV, Limited	
	
By: ANGELO, GORDON & CO., L.P. AS COLLATERAL MANAGER	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Northwoods Capital V, Limited	
	
By: Angelo, Gordon & Co., L.P. as Collateral Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Northwoods Capital VII, Limited	
	
By: Angelo, Gordon & Co., L.P. as Collateral Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Northwoods Capital VI, Limited	
	
By: Angelo, Gordon & Co., L.P. as Collateral Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Northwoods Capital VIII, Limited	
	
By: Angelo, Gordon & Co., L.P. as Collateral Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
James River Insurance Company	
	
By: Angelo, Gordon & Co., L.P. as Investment Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JRG Reinsurance Company, Ltd.	
	
By: Angelo, Gordon & Co., L.P. as Investment Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
APIDOS QUATTRO CDO	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
CVC GLOBAL CREDIT OPPORTUNITIES MASTER FUND, L.P.	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
SAN GABRIEL CLO I LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
On behalf of Resource Capital Asset Management (RCAM)	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
SHASTA CLO I LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
On behalf of Resource Capital Asset Management (RCAM)	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
 
Signature page to First Amendment to Credit Agreement

					
APIDOS CDO I	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
APIDOS CDO II	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
APIDOS CDO III	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
APIDOS CDO IV	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
 
Signature page to First Amendment to Credit Agreement

					
APIDOS CDO V	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
APIDOS CINCO CDO	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
APIDOS CLO VIII	
	
By: Its Collateral Manager CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
APIDOS CLO IX	
	
By: Its Collateral Manager CVC Credit Partners, LLC	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
 
Signature page to First Amendment to Credit Agreement

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Apollo Credit Senior Loan Fund, LP	
	
By: Apollo Credit Advisors II, LLC, its general partner	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LeverageSource III S.a.r.l.,	
		
By:	 	/s/ Paul Plank	
	 	Name:	 	Paul Plank	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ALM Loan Funding 2010-1, Ltd.	
	
By: Apollo Credit Management, LLC, its collateral manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.	
	
By: Apollo Credit Advisors III, L.P., its general partner	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ALM VII, Ltd.	
	
By: Apollo Credit Management (CLO), LLC, as Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Apollo Senior Floating Rate Fund Inc.	
	
By: Account 631203	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Arch Investment Holdings IV Ltd.	
	
By: Oaktree Capital Management, L.P. Its: Investment Manager	
		
By:	 	/s/ Atif Chaudhry	
			
	 	Name:	 	Atif Chaudhry	
			
	 	Title:	 	Vice President	
		
By:	 	/s/ Desmund Shirazi	
			
	 	Name:	 	Desmund Shirazi	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES INSTITUTIONAL LOAN FUND B.V.	
		
BY:	 	ARES MANAGEMENT LIMITED, AS MANAGER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XXIII CLO LTD.	
	
BY: ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER	
	
BY: ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
GLOBAL LOAN OPPORTUNITY FUND B.V.	
		
BY:	 	ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XXI CLO LTD.	
	
BY: ARES CLO MANAGEMENT XXI, L.P., ITS INVESTMENT MANAGER	
	
BY: ARES CLO GP XXI, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.	
		
BY:	 	ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER	
		
BY:	 	ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES EUROPEAN CLO III B.V.	
		
BY:	 	ARES MANAGEMENT LIMITED, ITS MANAGER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES IIIR/IVR CLO LTD.	
	
BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER	
	
BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
Ares NF CLO XIII Ltd	
	
By: Ares NF CLO XIII Management, L.P., its collateral manager	
	
By: Ares NF CLO XIII Management LLC, its general partner	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
Ares NF CLO XIV Ltd	
	
By: Ares NF CLO XIV Management, L.P., its collateral manager	
	
By: Ares NF CLO XIV Management LLC, its general partner	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES VIR CLO LTD.	
	
BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER	
	
BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES VR CLO LTD.	
	
BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER	
	
BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES X CLO LTD.	
	
BY: ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER	
	
BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XI CLO LTD.	
	
BY: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER	
	
BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XII CLO LTD.	
	
BY: ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER	
	
BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XIX CLO LTD.	
	
BY: ARES CLO MANAGEMENT XIX, L.P., ITS INVESTMENT MANAGER	
	
BY: ARES CLO GP XIX, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XX CLO LTD.	
	
BY: ARES CLO MANAGEMENT XX, L.P., ITS INVESTMENT MANAGER	
	
BY: ARES CLO GP XX, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
ARES XXII CLO LTD.	
	
BY: ARES CLO MANAGEMENT XXII, L.P., ITS ASSET MANAGER	
	
BY: ARES CLO GP XXII, LLC, ITS GENERAL PARTNER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND	
	
BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND	
	
BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
Ares NF CLO XV Ltd	
	
By: Ares NF CLO XV Management, L.P., its collateral manager	
	
By: Ares NF CLO XV Management LLC, its general partner	
				
By:	 	/s/ Americo Cascella	 		 		
Name:	 	Americo Cascella	 		 		
Title:	 	Vice President	 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ATLANTIS FUNDING LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Phoenix CLO I, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
Phoenix CLO II, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
Phoenix CLO III, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
ING Investment Management CLO I, LTD.	
By:	 	ING Investment Management Co. LLC,	
	 	as its investment manager	
	
ING Investment Management CLO II, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
ING Investment Management CLO III, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
ING Investment Management CLO IV, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
ING Investment Management CLO V, LTD.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its investment manager	
	
ING IM CLO 2011-1, Ltd.	
By:	 	ING Alternative Asset Management LLC,	
	 	as its portfolio manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
ISL Loan Trust	
By:	 	ING Investment Management Co. LLC,
as its investment advisor	
	
ING Investment Trust Co. Plan for Employee	
Benefit Investment Funds – Senior Loan Fund	
By:	 	ING Investment Trust Co. as its trustee	
	
IBM Personal Pension Plan Trust	
By:	 	ING Investment Management Co. LLC,
as its investment manager	
	
ING Prime Rate Trust	
By:	 	ING Investment Management Co. LLC,
as its investment manager	
	
ING Senior Income Fund	
By:	 	ING Investment Management Co. LLC,
as its investment manager	
	
ING Floating Rate Fund	
By:	 	ING Investment Management Co. LLC,
as its investment manager	
	
ING (L) Flex - Senior Loans	
By:	 	ING Investment Management Co. LLC,
as its investment manager	
	
ING IM CLO 2012-1, Ltd.	
By:	 	ING Alternative Asset Management LLC,
as its portfolio manager	
		
By:	 	/s/ Mohamed Basma	
	 	Name:	 	Mohamed Basma, CFA	
	 	Title:	 	Vice President	
 
Signature page to First Amendment to Credit Agreement

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ARTUS LOAN FUND 2007-I, LTD.	
BABSON CLO LTD. 2004-I	
BABSON CLO LTD. 2004-II	
BABSON CLO LTD. 2005-I	
BABSON CLO LTD. 2005-II	
BABSON CLO LTD. 2005-III	
BABSON CLO LTD. 2006-I	
BABSON CLO LTD. 2006-II	
BABSON CLO LTD. 2007-I	
BABSON CLO LTD. 2011-I	
BABSON CLO LTD. 2012-I	
BABSON CLO LTD. 2012-II	
BABSON LOAN OPPORTUNITY CLO, LTD.	
BABSON MID-MARKET CLO LTD. 2007-II	
CLEAR LAKE CLO, LTD.	
OSPREY CDO 2006-1 LTD.	
SAPPHIRE VALLEY CDO I, LTD.	
ST. JAMES RIVER CLO, LTD.	
SUFFIELD CLO, LIMITED	
SUMMIT LAKE CLO, LTD.	
VICTORIA FALLS CLO, LTD.	
By: Babson Capital Management LLC as Collateral Manager	
		
By:	 	/s/ Marcus Sowell	
	 	Name:	 	Marcus Sowell	
	 	Title:	 	Managing Director	
	
ARROWOOD INDEMNITY COMPANY	
ARROWOOD INDEMNITY COMPANY AS	
ADMINISTRATOR OF THE PENSION PLAN OF	
ARROWOOD INDEMNITY COMPANY	
BILL & MELINDA GATES FOUNDATION TRUST	
C.M. LIFE INSURANCE COMPANY	
CASCADE INVESTMENT L.L.C.	
 
Signature page to Amendment to Credit Agreement (Univision)

					
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	
MASSMUTUAL ASIA LIMITED	
By Babson Capital Management LLC as Investment Adviser	
		
By:	 	/ S / Marcus Sowell	
	 	Name:	 	Marcus Sowell	
	 	Title:	 	Managing Director	
	
BABSON CAPITAL FLOATING RATE INCOME MASTER FUND, L.P.	
BABSON CAPITAL GLOBAL LOANS LIMITED	
By: Babson Capital Management LLC as Investment Manager	
		
By:	 	/ S / Marcus Sowell	
	 	Name:	 	Marcus Sowell	
	 	Title:	 	Managing Director	
	
VINACASA CLO, LTD.	
By: Babson Capital Management LLC as Collateral Servicer	
		
By:	 	/ S / Marcus Sowell	
	 	Name:	 	Marcus Sowell	
	 	Title:	 	Managing Director	
	
XELO VII LIMITED	
By Babson Capital Management LLC as Sub-Advisor	
		
By:	 	/s/ Marcus Sowell	
	 	Name:	 	Marcus Sowell	
	 	Title:	 	Managing Director	
	
NETT LOAN FUND, LTD.	
By: Babson Capital Management LLC as Portfolio Manager	
		
By:	 	/ S / Marcus Sowell	
	 	Name:	 	Marcus Sowell	
	 	Title:	 	Managing Director	
 
Signature page to First Amendment to Credit Agreement

					
JFIN CLO 2007 LTD.	
By: Jefferies Finance LLC as Collateral Manager	
		
By:	 	/s/ Andrew Connor	
	 	 	
	 	Name:	 	Andrew Connor	
	 	Title:	 	Managing Director	
	
JFIN FUND III LLC	
By Jefferies Finance LLC as Collateral Manager	
		
By:	 	/s/ Andrew Connor	
	 	 	
	 	Name:	 	Andrew Connor	
	 	Title:	 	Managing Director	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
Barclays Bank PLC:	
		
By:	 	/s/ Gerard Jordan	
Name:	 	Gerard Jordan	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BARCLAYS BANK PLC	
		
By:	 	/s/ Diane Rolfe	
	 	Name:	 	Diane Rolfe	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
BEACON HILL FUNDING	
		
By:	 	/s/ Richard Taylor	
	 	Name:	 	Richard Taylor	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Big River Group Fund SPC Limited	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BANK OF AMERICA, N.A.	
		
By:	 	/s/ David H. Strickert	
	 	Name:	 	David H. Strickert	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Bank of America, N.A.	
		
By:	 	/s/ Meredith R. Smith	
	 	Name:	 	Meredith R. Smith	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

											
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION:	
	
BlackRock Senior High Income Fund, Inc.	
Allied World Assurance Company, Ltd	
JPMBI re Blackrock BankLoan Fund	
BlackRock Floating Rate Income Trust	
BlackRock Defined Opportunity Credit Trust	
BlackRock High Yield Trust	
BlackRock Limited Duration Income Trust	
BMI-CLO-I	
BlackRock Funds II BlackRock Floating Rate Income Portfolio	
BlackRock Funds II –BlackRock High Yield Bond Portfolio	
BlackRock Funds II, BlackRock Multi-Asset Income Portfolio	
BlackRock Secured Credit Portfolio of BlackRock Funds II	
BlackRock Senior Income Series IV	
BlackRock Senior Income Series V Limited	
BlackRock Corporate High Yield Fund, Inc.	
BlackRock Corporate High Yield Fund III, Inc.	
BlackRock Debt Strategies Fund, Inc.	
BlackRock Diversified Income Strategies Fund, Inc.	
BlackRock Floating Rate Income Strategies Fund, Inc.	
BlackRock Floating Rate Income Strategies Fund II, Inc.	
BlackRock Global Investment Series: Income Strategies Portfolio	
Houston Casualty Company	
US Specialty Insurance Company	
BlackRock High Income Shares	
Alterra Bermuda Limited	
BlackRock Corporate High Yield Fund VI, Inc.	
BlackRock Corporate High Yield Fund V, Inc.	
Ironshore Inc.	
Magnetite V CLO, Limited	
Missouri State Employees’ Retirement System	
BlackRock Fixed Income Portable Alpha Master Series Trust	
Permanens Capital L.P.	
BlackRock Senior Floating Rate Portfolio	
SCOR Global Life Americas Reinsurance Company	
Longhorn CDO III Ltd.	
					
	 		 		 	By:	 	/s/ C. Adrian Marshall	
	 		 		 		 	Name:	 	C. Adrian Marshall	
	 		 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
I NWOOD P ARK CDO L TD .	
By: Blackstone Debt Advisors L.P. as Collateral Manager	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND	
By: GSO / Blackstone Debt Funds Management LLC	
as Investment Adviser	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLUEMOUNTAIN CLO 2012-1 LTD.	
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,	
Its Collateral Manager	
		
By:	 	/s/ Jack Chau	
	 	Name:	 	Jack Chau	
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLUEMOUNTAIN CLO 2011-1 LTD.	
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,	
Its Collateral Manager	
		
By:	 	/s/ Jack Chau	
	 	Name:	 	Jack Chau	
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLUEMOUNTAIN CLO II LTD.	
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,	
Its Collateral Manager	
		
By:	 	/s/ Jack Chau	
	 	Name:	 	Jack Chau	
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLUEMOUNTAIN CLO III LTD.	
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,	
Its Collateral Manager	
		
By:	 	/s/ Jack Chau	
	 	Name:	 	Jack Chau	
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLUEMOUNTAIN CLO LTD.	
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,	
Its Collateral Manager	
		
By:	 	/s/ Jack Chau	
	 	Name:	 	Jack Chau	
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Zeus Trading LLC	
		
By:	 	/s/ Stacy Lai	
	 	Name:	 	Stacy Lai	
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
THE BOND FUND OF AMERICA :	
	
By: Capital Research and Management Company, for and on behalf of The Bond Fund of America	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JP Morgan Chase Retirement Plan/Brigade	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BATTALION CLO 2007-I, LTD.	
	
By: BRIGADE CAPITAL MANAGEMENT LLC As Collateral Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Brigade Credit Fund II, LTD.	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
SEI Institutional Investment Trust-High Yield Bond Fund	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Advisor	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
SEI Institutional Managed Trust-High Yield Bond Fund	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Advisor	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMC Retirement Plan Brigade Bank Loan	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OCA Brigade Credit Fund II LLC	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Los Angeles County Employees Retirement Association/Brigade	
	
By: BRIGADE CAPITAL MANAGEMENT, LLC As Investment Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
BROAD STREET FUNDING LLC	
By: FS Investment Corporation, as Sole Member	
By GSO / Blackstone Debt Funds Management LLC as Sub-Adviser	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Camulos Loan Vehicle I, Ltd.	
	
By: BRIGADE CAPITAL MANAGEMENT LLC As Collateral Manager	
		
By:	 	/s/ Joanna Bensimon	
			
	 	Name:	 	Joanna Bensimon	
			
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Green Island CBNA Loan Funding LLC	
	
By: Citibank N.A.	
		
By:	 	/s/ Lynette Thompson	
			
	 	Name:	 	Lynette Thompson	
			
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
CANARAS SUMMIT CLO LTD.	
	
By: Canaras Capital Management, LLC As Sub-Investment Adviser	
		
By:	 	/s/ Benjamin Steger	
			
	 	Name:	 	Benjamin Steger	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
AMERICAN FUNDS INSURANCE SERIES – BOND FUND :	
	
By: Capital Research and Management Company, for and on behalf of American Funds Insurance Series – Bond Fund	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
AMERICAN FUNDS INSURANCE SERIES – GLOBAL BOND FUND :	
	
By: Capital Research and Management Company, for and on behalf of American Funds Insurance Series – Global Bond Fund	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CAPITAL GUARDIAN GLOBAL HIGH-INCOME OPPORTUNITIES MASTER FUND :	
	
By: Capital Guardian Trust Company, for and on behalf of Capital Guardian Global High-Income Opportunities Master Fund	
		
	 	/s/ Mark Brubaker	
	 	Name:	 	Mark Brubaker	
	 	Title:	 	Senior Vice President and Senior Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
AMERICAN FUNDS INSURANCE SERIES – ASSET ALLOCATION FUND :	
	
By: Capital Research and Management Company, for and on behalf of American Funds Insurance Series – Asset Allocation Fund	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
AMERICAN FUNDS INSURANCE SERIES – HIGH-INCOME BOND FUND :	
	
By: Capital Research and Management Company, for and on behalf of American Funds Insurance Series – High-Income Bond Fund	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
AMERICAN HIGH-INCOME TRUST :	
	
By: Capital Research and Management Company, for and on behalf of American High-Income Trust	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CAPITAL GUARDIAN U.S. HIGH-YIELD FIXED-INCOME MASTER FUND :	
	
By: Capital Guardian Trust Company, for and on behalf of Capital Guardian U.S. High-Yield Fixed-Income Master Fund	
		
	 	/s/ Mark Brubaker	
	 	Name:	 	Mark Brubaker	
	 	Title:	 	Senior Vice President and Senior Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CAPITAL INCOME BUILDER :	
	
By: Capital Research and Management Company, for and on behalf of Capital Income Builder	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CAPITAL WORLD BOND FUND :	
	
By: Capital Research and Management Company, for and on behalf of Capital World Bond Fund	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Carlyle Global Market Strategies CLO 2011-1, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Carlyle Arnage CLO, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Carlyle Azure CLO, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Carlyle Bristol CLO, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Carlyle Daytona CLO, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Carlyle Global Market Strategies CLO 2012-1, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle High Yield Partners VII, Ltd		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle High Yield Partners VIII, Ltd		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle High Yield Partners X, Ltd		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle High Yield Partners IX, Ltd		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle Global Market Strategies CLO 2012-2, Ltd.		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle McLaren CLO, Ltd.		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle Modena CLO, Ltd.		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle Vantage CLO, Ltd.		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Carlyle Veyron CLO, Ltd.		
			
By:	 	/s/ Linda Pace		
				
	 	Name:	 	Linda Pace		
				
	 	Title:	 	Managing Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Allianz RCM Short Duration High Yield Income Fund		

By: Caywood-Scholl Capital Management LLC, as Collateral Manager		
			
By:	 	/s/ James Dudnick		
				
	 	Name:	 	James Dudnick		
				
	 	Title:	 	Vice President		
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIERRA CLO II LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
On behalf of Resource Capital Asset Management (RCAM)	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
OLYMPIC CLO I LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
On behalf of Resource Capital Asset Management (RCAM)	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
	
WHITNEY CLO I LTD	
	
By: Its Investment Advisor CVC Credit Partners, LLC	
On behalf of Resource Capital Asset Management (RCAM)	
		
By:	 	/s/ Gretchen Bergstresser	
	 	Name:	 	Gretchen Bergstresser	
	 	Title:	 	Sr. MD/Sr. PM	
 
Signature page to First Amendment to Credit Agreement

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
REGATTA FUNDING LTD.		
By: Citi Alternative Investments LLC,		
Attorney-in-fact		

			
By:	 	/s/ Melanie Hanlon		
	 	Name:	 	Melanie Hanlon		
	 	Title:	 	Director		
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	CIFC Funding 2006-I, Ltd.	
	 	CIFC Funding 2006-II, Ltd.	
	 	CIFC Funding 2007-III, Ltd.	
	 	CIFC Funding 2011-I, Ltd.	
	 	CIFC Funding 2012-I, Ltd.	
			
	 	By:	 	CIFC Asset Management LLC, its Collateral Manager	
				
	 		 	By:	 	/s/ Stephen J. Vaccaro	
	 		 		 	Name:	 	Stephen J. Vaccaro	
	 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
CLF Loan Funding LLC		
		
By: Citibank N.A.		
			
By:	 	/s/ Emily Chong		
				
	 	Name:	 	Emily Chong		
				
	 	Title:	 	Director		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
Citibank N.A.		
			
By:	 	/s/ Scott R. Evan		
	 	Name:	 	Scott R. Evan		
	 	Title:	 	Attorney-in-Fact		
 
Signature page to Amendment to Credit Agreement (Univision)

						
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK		

		

		
NAME OF INSTITUTION:		
		
DUANE STREET CLO II, LTD.		
By: Citigroup Alternative Investments LLC,		
As Collateral Manager		

			
By:	 	/s/ Melanie Hanlon		
	 	Name:	 	Melanie Hanlon		
	 	Title:	 	Director		
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LSR Loan Funding LLC	
		
By:	 	Citibank N.A.	
		
By:	 	/s/ Tina Tran	
			
	 	Name:	 	Tina Tran	
			
	 	Title:	 	Associate Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DUANE STREET CLO III, LTD.	
By:	 	Citigroup Alternative Investments LLC,	
As Collateral Manager	

		
By:	 	/s/ Melanie Hanlon	
	 	Name:	 	Melanie Hanlon	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Columbia Strategic Income Fund, a series of	
Columbia Funds Series Trust I	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Columbia Floating Rate Fund, a series of	
Columbia Funds Series Trust II	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cent CDO 10 Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cent CDO 15 Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Centurion CDO 8 Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Centurion CDO 9 Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
RiverSource Life Insurance Company	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cent CDO 12 Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cent CDO 14 Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
Ameriprise Certificate Company	

		
By:	 	/s/ Thomas W. Murphy	
	 	Name:	 	Thomas W. Murphy	
	 	Title:	 	Vice President – Investments	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cent CDO XI Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Centurion CDO VII Limited	
	
By: Columbia Management Investment Advisers, LLC As Collateral Manager	
		
By:	 	/s/ Robin C. Stancil	
			
	 	Name:	 	Robin C. Stancil	
			
	 	Title:	 	Assistant Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	ColumbusNova CLO Ltd. 2006-I	
	 	ColumbusNova CLO Ltd. 2006-II	
	 	ColumbusNova CLO Ltd. 2007-I	
	 	ColumbusNova CLO IV Ltd. 2007-II	
			
	 	By:	 	Columbus Nova Credit Investments	
	 		 	Management, LLC, its Collateral Manager	
				
	 		 	By:	 	/s/ Stephen J. Vaccaro	
	 		 		 	Name:	 	Stephen J. Vaccaro	
	 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Commingled Pension Trust Fund (High Yield) of JPMorgan Chase Bank, N.A.	
		
By:	 	/s/ William J. Morgan	
	 	Name:	 	William J. Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Confluent 3 Limited.	
By:	 	Invesco Senior Secured Management, Inc. As Investment Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLT 40 LLC	
		
By:	 	/s/ Robert Healey	
	 	Name:	 	Robert Healey	
	 	Title:	 	Authorized Signatory	
		
	 	/s/ Michael Wotanowski	
	 	Michael Wotanowski	
	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
CREDIT SUISSE LOAN FUNDING LLC	
		
By:	 	/s/ Robert Healey	
	 	Name:	 	Robert Healey	
	 	Title:	 	Authorized Signatory	
		
By:	 	/s/ Michael Wotanowski	
	 	Name:	 	Michael Wotanowski	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	
		
By:	 	/s/ Judith E. Smith	
	 	Name:	 	Judith E. Smith	
	 	Title:	 	Managing Director	
		
By:	 	/s/ Sanja Gazahi	
	 	Name:	 	Sanja Gazahi	
	 	Title:	 	Associate	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
ATLAS SENIOR LOAN FUND, LTD.	
By: Crescent Capital Group LP, its adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
Crescent Capital High Income Fund L.P.
Business Name: Crescent Capital LP High Income Fund	
By: Crescent Capital Group LP, its adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
Crescent Senior Secured Floating Rate Loan Fund, LLC	
By: Crescent Capital Group LP, its advisor	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Madison Park Funding V, Ltd.	
By: Credit Suisse Asset Management, LLC, as collateral manager	
		
By:	 	/s/ Linda R. Karn	
	 	Name:	 	Linda R. Karn	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Madison Park Funding II, Ltd.	
By: Credit Suisse Asset Management, LLC, as collateral manager	
		
By:	 	/s/ Linda R. Karn	
	 	Name:	 	Linda R. Karn	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Madison Park Funding IV, Ltd.	
By: Credit Suisse Asset Management, LLC, as collateral manager	
		
By:	 	/s/ Linda R. Karn	
	 	Name:	 	Linda R. Karn	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	Hewett’s Island CLO II, Ltd.	
	 	Hewett’s Island CLO III, Ltd.	
	 	Hewett’s Island CLO V, Ltd.	
	 	Hewett’s Island CLO VI, Ltd.	
			
	 	By:	 	CypressTree Investment Management, LLC, its Collateral Manager	
				
	 		 	By:	 	/s/ Stephen J. Vaccaro	
	 		 		 	Name:	 	Stephen J. Vaccaro	
	 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DUANE STREET CLO I, LTD.	
By:	 	Citigroup Alternative Investments LLC,	
As Collateral Manager	

		
By:	 	/s/ Melanie Hanlon	
	 	Name:	 	Melanie Hanlon	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DUANE STREET CLO IV, LTD.	
By:	 	Citigroup Alternative Investments LLC,	
As Collateral Manager	

		
By:	 	/s/ Melanie Hanlon	
	 	Name:	 	Melanie Hanlon	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Flagship CLO III	
By: Deutsche Investment Management Americas, Inc.	
(as successor in interest to Deutsche Asset Management, Inc.),	
As Collateral Manager	
		
By:	 	/s/ Antonio V. Versaci	
	 	Antonio V. Versaci, Director	
		
By:	 	/s/ Abdoulaye Thiam	
Name:	 	Abdoulaye Thiam	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Flagship CLO IV	
By: Deutsche Investment Management Americas, Inc.	
(as successor in interest to Deutsche Asset Management, Inc.),	
As Colateral Manager	
		
By:	 	/s/ Antonio V. Versaci	
	 	Antonio V. Versaci, Director	
		
By:	 	/s/ Abdoulaye Thiam	
Name:	 	Abdoulaye Thiam	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Flagship CLO V	
By: Deutsche Investment Management Americas, Inc.	
(as successor in interest to Deutsche Asset Management, Inc.),	
As Collateral Manager	
		
By:	 	/s/ Antonio V. Versaci	
	 	Antonio V. Versaci, Director	
		
By:	 	/s/ Abdoulaye Thiam	
Name:	 	Abdoulaye Thiam	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	Forest Creek CLO, Ltd.	
	 	Market Square CLO Ltd.	
	 	Cumberland II CLO Ltd.	
	 	Marquette Park CLO Ltd.	
	 	Bridgeport CLO Ltd.	
	 	Schiller Park CLO Ltd.	
	 	Burr Ridge CLO Plus Ltd.	
	 	Bridgeport CLO II Ltd.	
			
	 	By:	 	Deerfield Capital Management LLC, its Collateral Manager	
				
	 		 	By:	 	/s/ Stephen J. Vaccaro	
	 		 		 	Name:	 	Stephen J. Vaccaro	
	 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Group Foundation Funds - Delaware Aggressive Allocation Portfolio	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Group Foundation Funds - Delaware Conservative Allocation Portfolio	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Lincoln Variable Insurance Products Trust - LVIP Delaware Foundation Conservative Allocation	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Optimum Trust - Optimum Fixed Income Fund	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Group Government Funds - Delaware Core Plus Fund	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Group Advisor Funds - Delaware Diversified Income Fund	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Pooled Trust - The Core Plus Fixed Income Portfolio	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware VIP Trust - Delaware VIP Diversified Income Series	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Group Foundation Funds - Delaware Moderate Allocation Portfolio	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Lincoln Variable Insurance Products Trust - LVIP Delaware Foundation Aggressive Allocation	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Lincoln Variable Insurance Products Trust - LVIP Delaware Foundation Moderate Allocation	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Group Income Funds-Delaware Diversified Floating Rate Fund	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stichting Pensioenfonds voor Huisartsen	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Delaware Diversified Income Trust	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DWS Floating Rate Plus Fund	
By:	 	Deutsche Investment Management Americas, Inc.
Investment Advisor	
		
By:	 	/s/ Antonio V. Versaci	
	 	Antonio V. Versaci, Director	
		
By:	 	/s/ Abdoulaye Thiam	
Name:	 	Abdoulaye Thiam	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity)	
	
By: Octagon Credit Investors, LLC as Portfolio Manager	
		
By:	 	/s/ Margaret Harvey	
			
	 	Name:	 	Margaret Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden XXI Leveraged Loan CDO LLC	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	Name:
Title:	 	Brian Juliano
Vice President	 		

	 		 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
MET Investors Series Trust - Met/Eaton Vance Floating Rate Portfolio	
	
By: Eaton Vance Management as Investment Sub-Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pacific Select Fund Floating Rate Loan Portfolio	
	
By: Eaton Vance Management as Investment Sub-Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Senior Debt Portfolio	
	
By: Boston Management and Research as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance Senior Floating-Rate Trust	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance CDO IX Ltd.	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance CDO VII PLC	
	
By: Eaton Vance Management as Interim Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance CDO VIII, Ltd.	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance CDO X PLC	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance Floating-Rate Income Trust	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance Institutional Senior Loan Fund	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance Limited Duration Income Fund	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pacific Life Funds-PL Floating Rate Loan Fund	
	
By: Eaton Vance Management as Investment Sub-Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance Short Duration Diversified Income Fund	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance Senior Income Trust	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eaton Vance VT Floating-Rate Income Fund	
	
By: Eaton Vance Management as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION (Lenders):	
	
ECF Value Fund, L.P.	
ECF Value Fund II, L.P.	
ECF Value Fund International Ltd.	

		
By:	 	/s/ Justin L. Boisseau	
	 	Name:	 	Justin L. Boisseau	
	 	Title:	 	Chief Operating Officer
Gates Capital Management	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Euro-Galaxy CLO BV	
	
By: PineBridge Investments LLC As Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Euro-Galaxy II CLO BV	
	
By: PineBridge Investments LLC As Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Evergreen CBNA Loan Funding LLC	
		
By:	 	/s/ Adam Kaiser	
	 	Name:	 	Adam Kaiser	
	 	Title:	 	ATTORNEY-IN-FACT	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
The Assets Management Committee of the Coca-Cola Company Master Retirement Trust, By: Pyramis Global Advisors Trust Company as Investment Manager	
		
By:	 	/s/ Lynn M. Farrand	
	 	Name:	 	Lynn M. Farrand	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Funds SICAV / Fidelity Funds- US High Yield, By: FIL Investments International (FII), acting as agent for and on behalf of Fidelity Funds SICAV, in relation to Fidelity Funds – US High Yield	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Variable Insurance Products Fund: High Income Portfolio	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Advisor Series I: Fidelity Advisor High Income Advantage Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Advisor Series I: Fidelity Advisor High Income Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Canadian Asset Allocation Fund, for Fidelity Investments Canada ULC as Trustee of Fidelity Canadian Asset Allocation Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Canadian Balanced Fund, for Fidelity Investments Canada ULC as Trustee of Fidelity Canadian Balanced Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Central Investment Portfolios LLC Fidelity High Income Central Fund 2	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Central Investment Portfolios LLC: Fidelity High Income Central Fund 1	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Fixed Income Trust: Fidelity Total Bond Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Puritan Trust: Fidelity Puritan Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pyramis High Yield Bond Commingled Pool, By: Pyramis Global Advisors Trust Company as Trustee	
		
By:	 	/s/ Lynn M. Farrand	
	 	Name:	 	Lynn M. Farrand	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Summer Street Trust: Fidelity Global High Income Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Summer Street Trust: Fidelity Series High Income Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity Summer Street Trust: Fidelity High Income Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Deputy Treasurer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fidelity American High Yield Fund, for Fidelity Investments Canada ULC as Trustee of Fidelity American High Yield Fund	
		
By:	 	/s/ Adrien Deberghes	
	 	Name:	 	Adrien Deberghes	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Advanced Series Trust - AST First Trust Capital Appreciation Target Portfolio	
	
By: First Trust Advisors L.P., its investment manager	
		
By:	 	/s/ Ryan Kommers	
			
	 	Name:	 	Ryan Kommers	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Advanced Series Trust - AST First Trust Balanced Target Portfolio	
	
By: First Trust Advisors L.P., its investment manager	
		
By:	 	/s/ Ryan Kommers	
			
	 	Name:	 	Ryan Kommers	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
First Trust Senior Floating Rate Income Fund II	
	
By: First Trust Advisors L.P., its investment manager	
		
By:	 	/s/ Ryan Kommers	
			
	 	Name:	 	Ryan Kommers	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Foothill CLO I, Ltd	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Four Corners CLO II, Ltd.	
		
By:	 	/s/ Matthew Garvis	
	 	Name:	 	Matthew Garvis	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Four Corners CLO III, Ltd.	
		
By:	 	/s/ Adam Brown	
			
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BLUE SHIELD OF CALIFORNIA	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Franklin High Income Trust - Franklin High Income Fund	
		
By:	 	/s/ Eric Takaha	
	 	Name:	 	Eric Takaha	
	 	Title:	 	SVP/Director-Corp/High Yield Credit	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Franklin Templeton Variable Insurance Products Trust – Franklin High Income Securities Fund	
		
By:	 	/s/ Eric Takaha	
	 	Name:	 	Eric Takaha	
	 	Title:	 	SVP/Director-Corp/High Yield Credit	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TEMPLETON GLOBAL INVESTMENT TRUST - TEMPLETON GLOBAL BALANCED FUND	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST	
		
By:	 	/s/ Richard Hsu	
	 	Name:	 	Richard Hsu	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Muir Woods CLO, Ltd.	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu, Franklin Advisers, Inc. as Collateral Manager	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN TEMPLETON SERIES II FUNDS - FRANKLIN FLOATING RATE II FUND	
		
By:	 	/s/ Rickard Hsu	
	 	Name:	 	Rickard Hsu	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN CLO V, LTD.	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu, Franklin Advisers, Inc. as Collateral Manager	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN CLO VI, LTD.	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu, Franklin Advisers, Inc. as Collateral Manager	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Franklin Custodian Funds - Franklin Income Fund	
		
By:	 	/s/ Matthew Quinlan	
	 	Name:	 	Matthew Quinlan	
	 	Title:	 	VP, Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN FLOATING RATE MASTER SERIES	
		
By:	 	/s/ Richard Hsu	
	 	Name:	 	Richard Hsu	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Franklin High Income Fund (Canada)	
		
By:	 	/s/ Eric Takaha	
	 	Name:	 	Eric Takaha	
	 	Title:	 	SVP/Director-Corp/High Yield Credit	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN INVESTORS SECURITIES TRUST - FRANKLIN FLOATING RATE DAILY ACCESS FUND	
		
By:	 	/s/ Richard Hsu	
	 	Name:	 	Richard Hsu	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN STRATEGIC INCOME FUND (CANADA)	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST FRANKLIN STRATEGIC INCOME SECURITIES FUND	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TEMPLETON INCOME TRUST - TEMPLETON GLOBAL TOTAL RETURN FUND	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN TEMPLETON GLOBAL MULTISECTOR PLUS (MASTER) FUND, LTD.	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
FRANKLIN INVESTORS SECURITIES TRUST – FRANKLIN TOTAL RETURN FUND	
		
By:	 	/s/ Guang Alex Yu	
	 	Name:	 	Guang Alex Yu	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy X CLO, LTD	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gateway CLO Limited	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		

Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Genesis CLO 2007-1 Ltd.	
	
By: GLG Ore Hill LLC, its Collateral Manager	
			
By:	 		 	/s/ Marshall E. Stearns	
				
	 		 	Name:	 	Marshall E. Stearns	
				
	 		 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
GOLDMAN SACHS LENDING PARTNERS LLC:	

		
By:	 	/s/ Ashwin Ramakrishna	
	 	Name:	 	Ashwin Ramakrishna	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

Golub Capital BDC Holdings LLC	
By: GC Advisors LLC, its Manager	
		
By:	 	/s/ Christina Jamieson	
Name:	 	Christina Jamieson	
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

Golub Capital Partners CLO 11, Ltd.	
By: GC Advisors LLC, its agent	
		
By:	 	/s/ Christina Jamieson	
Name:	 	Christina Jamieson	
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

GOLUB INTERNATIONAL LOAN LTD. I	
By: GOLUB CAPITAL INTERNATIONAL MANAGEMENT LLC,	
as Collateral Manager	
		
By:	 	/s/ Christina Jamieson	
Name:	 	Christina Jamieson	
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

GOLUB CAPITAL FUNDING CLO-8, Ltd	
By: GOLUB CAPITAL PARTNERS MANAGEMENT LTD,	
as Collateral Manager	
		
By:	 	/s/ Christina Jamieson	
Name:	 	Christina Jamieson	
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

Golub Capital Partners CLO 10, Ltd.	
By: GC Advisors LLC, its agent	
		
By:	 	/s/ Christina Jamieson	
Name:	 	Christina Jamieson	
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

GOLUB CAPITAL MANAGEMENT CLO 2007-1, LTD	
By: GOLUB CAPITAL LLC, as Collateral Manager	
		
By:	 	/s/ Christina Jamieson	
Name:	 	Christina Jamieson	
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK

GOLUB CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD.	
By: GC Advisors LLC, as agent	
		
By:	 	/s/ Christina Jamieson	
		
Name:	 	Christina Jamieson	
		
Title:	 	Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Grayson & Co	
	
By: Boston Management and Research as Investment Advisor	
		
By:	 	/s/ Michael Botthof	
			
	 	Name:	 	Michael Botthof	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CCIF Loans Limited	
By: Goldman Sachs Asset Management, L.P., its sub advisor	

				
By:	 	/s/ Keith Rothwell	 		 	/s/ Kevin Owen	
	 	Name:	 	Keith Rothwell	 		 	Kevin Owen	
	 	Title:	 	Authorised Signatory	 		 	Authorised Signatory	
		
By:	 	 	
	 	Name:	 		 		 		
	 	Title:	 		 		 		
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
Goldman Sachs Credit Strategies Fund	
By: Goldman Sachs Asset Management, solely in its capacity as Investment Manager, and not as Principal	

		
By:	 	/s/ Vini Kukreja	
	 	Name:	 	Vini Kukreja	
	 	Title:	 	VP	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
BLACKSTONE / GSO LONG-SHORT CREDIT INCOME FUND	
By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor	
		
By:	 	/s/ Daniel H. Smith	
Name:	 		 	Daniel H. Smith	
Title:	 		 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
C OLUMBUS P ARK CDO L TD .	
By: GSO / Blackstone Debt Funds Management LLC as Portfolio Manager	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
FS INVESTMENT CORPORATION	
By: GSO / Blackstone Debt Funds Management LLC as Sub-Adviser	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
GALE FORCE 3 CLO, LTD.	
By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
GALE FORCE 4 CLO, LTD.	
By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Servicer	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
PPG INDUSTRIES, INC. PENSION PLAN TRUST	
By: GSO Capital Advisors LLC, As its Investment Advisor	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CENTRAL PARK CLO, LTD.	
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
RS Floating Rate Fund,	
By Guardian Investors, LLC	
		
By:	 	/s/ Kevin Booth	
	 	Name:	 	Kevin Booth	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gulf Stream - Compass CLO 2004-I, Ltd.	
	
By: Gulf Stream Asset Management LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gulf Stream - Compass CLO 2007, Ltd.	
	
By: Gulf Stream Asset Management LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gulf Stream - Sextant CLO 2007-1, Ltd.	
	
By: Gulf Stream Asset Management LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gulf Stream - Compass CLO 2005-II, Ltd.	
	
By: Gulf Stream Asset Management LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gulf Stream - Compass CLO 2005-I, Ltd.	
	
By: Gulf Stream Asset Management LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gulf Stream - Rashinban CLO 2006-I, Ltd.	
	
By: Gulf Stream Asset Management LLC As Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Hewitt Ennisknupp, Inc.	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Highbridge Liquid Loan Opportunities Master Fund, L.P.	

By: Highbridge Principal Strategies LLC,	
Its Investment Manager	
		
By:	 	/s/ Jamie Donsky	
	 	Name:	 	Jamie Donsky	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Brentwood CLO, Ltd.	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Eastland CLO, Ltd.	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Gleneagles CLO Ltd.	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Grayson CLO, Ltd.	
	
By: Highland Capital Management, L.P. As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Hewett’s Island CLO I-R, Ltd.	
	
By: Acis Capital Management, LP, its Collateral Manager	
By: Acis Capital Management GP, LLC, its general partner	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Jasper CLO Ltd.	
	
By: Highland Capital Management L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Liberty CLO, Ltd.	
	
By: Highland Capital Management L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LOAN FUNDING IV LLC	
	
By: Highland Capital Management L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Longhorn Credit Funding, LLC	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Red River CLO, Ltd	
	
By: Highland Capital Management, L.P. As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Rockwall CDO II Ltd.	
	
By: Highland Capital Management, L.P.; As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Rockwall CDO LTD	
	
By: Highland Capital Management, L.P.; As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Southfork CLO, Ltd.	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stratford CLO, Ltd.	
	
By: Highland Capital Management, L.P. As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Greenbriar CLO, LTD.	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Loan Funding VII LLC	
	
By: Highland Capital Management, L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Highland Credit Opportunities CDO, Ltd.	
	
By: Highland Capital Management L.P., As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Aberdeen Loan Funding, Ltd	
	
By: Highland Capital Management, L.P. As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
HillMark Funding, Ltd.	
	
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender	
		
By:	 	/s/ Mark Gold	
			
	 	Name:	 	Mark Gold	
			
	 	Title:	 	CEO	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stoney Lane Funding I, Ltd.	
	
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender	
		
By:	 	/s/ Mark Gold	
			
	 	Name:	 	Mark Gold	
			
	 	Title:	 	CEO	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
HUDSON CANYON FUNDING II SUBSIDARY HOLDING COMPANY II LLC	
		
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager & Attorney InFact	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ICE 1 EM CLO LTD	
		
By:	 	/s/ Shaun Park	
	 	Name:	 	Shaun Park	
	 	Title:	 	Sr. PM	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ICE GLOBAL CREDIT CLO LIMITED	
		
By:	 	/s/ Shaun Park	
	 	Name:	 	Shaun Park	
	 	Title:	 	Sr. PM	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
IG Putnam US High Yield Income Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
THE PUTNAM ADVISORY COMPANY, LLC ON BEHALF OF IG PUTNAM US HIGH YIELD INCOME FUND	
	
/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title:	 	VP	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ILLINOIS STATE BOARD OF INVESTMENT	
	
By: THL Credit Senior Loan Strategies LLC, as Investment Manager	
		
By:	 	/s/ Kathleen A. Zarn	
			
	 	Name:	 	Kathleen A. Zarn	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
THE INCOME FUND OF AMERICA:	
	
By: Capital Research and Management Company, for and on behalf of The Income Fund of America	
		
	 	/s/ Michael J. Downer	
	 	Name:	 	Michael J. Downer	
	 	Title:	 	Senior Vice President and Secretary	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
ING Investors Trust - ING T. Rowe Price Capital Appreciation Portfolio	
	
By: T. Rowe Price Associates, Inc. as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 35,782,038.75.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Arrowood Indemnity Company	
By:	 	Invesco Senior Secured Management, Inc.	

By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AVALON CAPITAL LTD. 3	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Asset Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
AVALON IV CAPITAL LTD	
By:	 	Invesco Senior Secured Management, Inc.	
	 	As Asset Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
CHAMPLAIN CLO, LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KATONAH V, LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Investment Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LIMEROCK CLO I	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Investment Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
NAUTIQUE FUNDING LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
PowerShares Senior Loan Portfolio.	
By:	 	Invesco Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Arrowood Indemnity Company, as administrator of The Pension Plan of Arrowood Indemnity Company	
By:	 	Invesco Senior Secured Management, Inc.	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
CELTS CLO 2007 -1 LTD	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Portfolio Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Children’s Healthcare of Atlanta, Inc.	
By:	 	Invesco Senior Secured Management, Inc.	
as Investment Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Invesco Floating Rate Fund	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Sub-Adviser	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
QUALCOMM Global Trading Pte. Ltd.	
By:	 	Invesco Senior Secured Management, Inc.	
as Investment Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Invesco Van Kampen Dynamic Credit Opportunities Fund	
By:	 	Invesco Senior Secured Management, Inc.	
	 	as Sub-Adviser	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Invesco Van Kampen Senior Income Trust	
By:	 	Invesco Senior Secured Management, Inc.	
	 	as Sub-Adviser	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Invesco Van Kampen Senior Loan Fund	
By:	 	Invesco Senior Secured Management, Inc.	
	 	as Sub-Adviser	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Invesco Zodiac Funds - Invesco US Senior Loan Fund	
By:	 	Invesco Management S.A As Investment Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BELHURST CLO LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DIVERSIFIED CREDIT PORTFOLIO LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	as Investment Adviser	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
PETRUSSE EUROPEAN CLO S.A.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
SAGAMORE CLO LTD.	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
SARATOGA CLO I, LIMITED	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As the Asset Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
WASATCH CLO LTD	
By:	 	INVESCO Senior Secured Management, Inc.	
	 	As Portfolio Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Investors Canadian High Yield Income Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
INVESTORS CANADIAN HIGH YIELD INCOME FUND	
by Putnam Investments Inc. (PII)	
	
/s/ Kevin Parnell	
Name:	 	Kevin Parnell	
Title:	 	Manager	
 
1

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JHF II-Multi Sector Bond Fund	
		
By:	 	/s/ Adam Shapiro	
	 	Name:	 	Adam Shapiro	
	 	Title:	 	General Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

											
	 		 		 	SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	NAME OF INSTITUTION: Western Asset Management Company, as Investment Manager and Agent on behalf of the below lenders;	
	
Wyoming Retirement System	
SEI Institutional Managed Trust’s Core Fixed Income	
Western Asset Funds, Inc. - Western Asset Core Plus Bond Portfolio	
Illinois Municipal Retirement Fund	
Western Asset Floating Rate High Income Fund, LLC	
Mercer Core Opportunistic Fixed Income Fund	
The Walt Disney Co Master Retirement Plan	
Advanced Series Trust – AST Western Asset Core Plus Bond Portfolio	
Western Asset Variable Rate Strategic Fund Inc.	
Western Asset Adjustable Rate Income Fund	
Western Asset Funds, Inc. - Western Asset Total Return Unconstrained Fund	
Western Asset SMASh Series EC Fund	
Pacific Select Fund - Diversified Bond Portfolio	
VRS Bank Loan Portfolio	
John Hancock Fund II Floating Rate Income Fund	
MGI Redstone Balanced Fund	
Western Asset Premier Bond Fund	
MT. WILSON CLO, LTD.	
MT. WILSON CLO II, LTD.	
					
	 		 		 	By:	 	/s/ Joanne N. Dy	
						
	 		 		 		 	Name:	 	Joanne N. Dy	
	 		 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
J.P. Morgan Leveraged Loans Master Fund, LP	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMorgan Tax Aware High Income Fund	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMORGAN CHASE BANK, N.A.	
		
By:	 	/s/ Andrew C. Faherty	
	 	Name:	 	Andrew C. Faherty	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
J.P. Morgan Whitefriars Inc.	
		
By:	 	/s/ Jeffrey Panzo	
	 	Name:	 	Jeffrey Panzo	
	 	Title:	 	Attorney-in-fact	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Louisiana State Employees’ Retirement System	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMorgan Floating Rate Income Fund	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE
FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
CFIM Hybrid Tri-Asset Fund	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMorgan Core Plus Bond Fund – High Yield	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMorgan High Yield Fund	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JPMorgan Chase Bank N.A. as Trustee of the JPMorgan Chase Retirement Plan	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KATONAH IX CLO LTD.	
		
By:	 	/s/ Daniel Gilligan	
	 	Name:	 	Daniel Gilligan	
	 	Title:	 	Authorized Officer	
	 		 	Katonah Debt Advisors, L.L.C.
As Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KATONAH VII CLO LTD.	
		
By:	 	/s/ Daniel Gilligan	
	 	Name:	 	Daniel Gilligan	
	 	Title:	 	Authorized Officer	
	 		 	Katonah Debt Advisors, L.L.C.
As Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KATONAH VIII CLO LTD.	
		
By:	 	/s/ Daniel Gilligan	
	 	Name:	 	Daniel Gilligan	
	 	Title:	 	Authorized Officer	
	 		 	Katonah Advisors, L.L.C.	
	 		 	As Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KATONAH 2007-I CLO LTD.	
		
By:	 	/s/ Daniel Gilligan	
	 	Name:	 	Daniel Gilligan	
	 	Title:	 	Authorized Officer	
	 		 	Katonah Debt Advisors, L.L.C.
As Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KATONAH X CLO LTD.	
		
By:	 	/s/ Daniel Gilligan	
	 	Name:	 	Daniel Gilligan	
	 	Title:	 	Authorized Officer	
	 		 	Katonah Debt Advisors, L.L.C.
As Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
VERMONT PENSION INVESTMENT COMMITTEE	

		
By:	 	/s/ Kathleen News	
	 	Name:	 	Kathleen News	
	 	Title:	 	Sr. Portfolio Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Kingsland I, Ltd.	
	
By: Kingsland Capital Management, LLC, as Manager	
		
By:	 	/s/ Katherine Kim	
	 	Name:	 	Katherine Kim	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Kingsland II, Ltd.	
	
By: Kingsland Capital Management, LLC, as Manager	
		
By:	 	/s/ Katherine Kim	
	 	Name:	 	Katherine Kim	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Kingsland III, Ltd.	
	
By: Kingsland Capital Management, LLC, as Manager	
		
By:	 	/s/ Katherine Kim	
	 	Name:	 	Katherine Kim	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Kingsland IV Ltd.	
	
By: Kingsland Capital Management, LLC, as Manager	
		
By:	 	/s/ Katherine Kim	
	 	Name:	 	Katherine Kim	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Kingsland V Ltd.	
	
By: Kingsland Capital Management, LLC, as Manager	
		
By:	 	/s/ Katherine Kim	
	 	Name:	 	Katherine Kim	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KKR FINANCIAL CLO 2007-1, LTD.	
		
By:	 	/s/ Philip Davidson	
			
	 	Name:	 	Philip Davidson	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KKR FLOATING RATE FUND L.P.	
		
By:	 	/s/ Philip Davidson	
			
	 	Name:	 	Philip Davidson	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	Hewett’s Island CLO IV, Ltd.	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 	As Collateral Manager	

 
					
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	LCM XI Limited Partnership	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 	As Collateral Manager	

					
		
By:	 	/s/ Sophie A. Venon	
	 	 	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
				
	 		 		 	LCM IX Limited Partnership	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM X Limited Partnership	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM VIII Limited Partnership	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LeverageSource V S.A.R.L	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Class A Manager	
		
By:	 	/s/ Laurent Ricci	
			
	 	Name:	 	Laurent Ricci	
			
	 	Title:	 	Class B Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Marquette US/European CLO, Plc.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LightPoint CLO III, Ltd.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LightPoint CLO IV, Ltd.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LightPoint CLO V, Ltd.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LightPoint CLO VII, Ltd.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LightPoint CLO VIII, Ltd.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LightPoint Pan-European CLO 2006 Plc.	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LMP Corporate Loan Fund, Inc.	
By:	 	Citi Alternative Investments LLC	
		
By:	 	/s/ Melanie Hanlon	
	 	Name:	 	Melanie Hanlon	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LATITUDE CLO I, LTD	
		
By:	 	/s/ Kirk Wallace	
	 	Name:	 	Kirk Wallace	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LATITUDE CLO II, LTD	
		
By:	 	/s/ Kirk Wallace	
	 	Name:	 	Kirk Wallace	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LATITUDE CLO III, LTD	
		
By:	 	/s/ Kirk Wallace	
	 	Name:	 	Kirk Wallace	
			
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LVIP Delaware Diversified Floating Rate Fund	
		
By:	 	/s/ Adam Brown	
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LVIP J.P. Morgan High Yield Fund	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM I LIMITED PARTNERSHIP	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM II LIMITED PARTNERSHIP	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM III, Ltd.	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM IV, Ltd.	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

											
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM V, Ltd.	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 		 	As Collateral Manager	

											
		
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	LCM VI, Ltd.	
NAME OF INSTITUTION:	 		 	By:	 	LCM Asset Management LLC	
	 		 		 	As Collateral Manager	

 
					
By:	 	/s/ Sophie A. Venon	
	 	Name:	 	Sophie A. Venon	
	 	Title:	 	LCM Asset Management LLC	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Macquarie Income Opportunities Fund	
		
By:	 	/s/ Adam Brown	
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Macquarie Master Diversified Fixed Interest Fund	
		
By:	 	/s/ Adam Brown	
	 	Name:	 	Adam Brown	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
MARLBOROUGH STREET CLO, LTD.,	
By its Collateral Manager, Massachusetts Financial Services Company	

		
By:	 	/s/ David Cobey	
	 	Name:	 	David Cobey	
	 	As authorized representative and not individually	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Maxim Putnam High Yield Bond Portfolio of Maxim Series Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
MAXIM PUTNAM HIGH YIELD BOND PORTFOLIO OF MAXIM SERIES FUND	
by Putnam Investment Management, LLC	
	
/s/ Kevin Parnell	
Name:	 	Kevin Parnell	
Title:	 	Supervisor	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
GANNETT PEAK CLO I, LTD.	
		
By:	 	THL Credit Senior Loan Strategies LLC, as Manager	
		
By:	 	/s/ Kathleen A. Zarn	
			
	 	Name:	 	Kathleen A. Zarn	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
MCDONNELL LOAN OPPORTUNITY LTD.	
		
By:	 	THL Credit Senior Loan Strategies LLC, as Investment Manager	
		
By:	 	/s/ Kathleen A. Zarn	
			
	 	Name:	 	Kathleen A. Zarn	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
WIND RIVER CLO I LTD.	
		
By:	 	THL Credit Senior Loan Strategies LLC, as Manager	
		
By:	 	/s/ Kathleen A. Zarn	
			
	 	Name:	 	Kathleen A. Zarn	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pictet - US High Yield	
		
By:	 	/s/ Bibi Khan	
	 	Name:	 	Bibi Khan	
	 	Title:	 	Managing Director	
			
	 		 	Metropolitan West Asset Management, LLC	
	 		 	As Investment Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
Metropolitan Life Insurance Company Separate Account No. 558	
		
By:	 	T. Rowe Price Associates, Inc. as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 439,848.69.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Metropolitan Life Insurance Company	
		
By:	 	/s/ David W. Farrell	
	 	Name:	 	David W. Farrell	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Metropolitan West High Yield Bond Fund	
		
By:	 	/s/ Bibi Khan	
	 	Name:	 	Bibi Khan	
	 	Title:	 	Managing Director	
			
	 		 	Metropolitan West Asset Management, LLC	
	 		 	As Investment Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
JERSEY STREET CLO, LTD.,	
By its Collateral Manager, Massachusetts Financial Services Company	

		
By:	 	/s/ David Cobey	
	 	Name:	 	David Cobey	
	 	As authorized representative and not individually	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Mizuho Corporate Bank, Ltd.	
		
By:	 	/s/ James Fayen	
	 	Name:	 	James Fayen	
	 	Title:	 	Deputy General Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
VENTURE II CDO 2002, LIMITED	
		
By:	 	its investment advisor, MJX Asset Management, LLC	
		
By:	 	/s/ Michael Regan	
			
	 	Name:	 	Michael Regan	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
VENTURE III CDO LIMITED	
		
By:	 	its investment advisor, MJX Asset Management, LLC	
		
By:	 	/s/ Michael Regan	
			
	 	Name:	 	Michael Regan	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Venture IV CDO Limited	
		
By:	 	its investment advisor, MJX Asset Management LLC	
		
By:	 	/s/ Michael Regan	
			
	 	Name:	 	Michael Regan	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Morgan Stanley Senior Funding, Inc.	
		
By:	 	/s/ April J. Varner-Nanton	
	 	Name:	 	April J. Varner-Nanton	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Mountain Capital CLO III Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Mountain Capital CLO IV Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Mountain Capital CLO V Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Mountain Capital CLO VI Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Morgan Stanley Investment Management Croton, Ltd.	
By: Invesco Senior Secured Management, Inc. As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
MSIM Peconic Bay, Ltd.	
By: Invesco Senior Secured Management, Inc. As Collateral Manager	
		
By:	 	/s/ Kevin Egan	
	 	Name:	 	Kevin Egan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
NATIONWIDE MUTUAL INSURANCE COMPANY	
		
By:	 	/s/ Ronald R. Serpico	
	 	Name:	 	Ronald R. Serpico	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
NB Global Floating Rate Income Fund Limited	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Maryland State Retirement and Pension System	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Northern Multi-Manager High Yield Opportunity Fund	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Ohio Police & Fire Pension Fund	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pension Benefit Guaranty Corporation	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Neuberger Berman – Floating Rate Income Fund	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
NB Short Duration High Yield Fund	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Neuberger Berman Strategic Income Fund	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Neuberger Berman High Income Fund LLC	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Neuberger Berman High Yield Bond Fund	
	
By Neuberger Berman Fixed Income LLC as collateral manager	
		
By:	 	/s/ Colin Donlan	
	 	Name:	 	Colin Donlan	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION: Virtus Total Return Fund	

		
By:	 	/s/ Kyle Jennings	
	 	Name:	 	Kyle Jennings	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION: Virtus Tactical Allocation Fund	

		
By:	 	/s/ Kyle Jennings	
	 	Name:	 	Kyle Jennings	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Nuveen Diversified Dividend & Income Fund	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Nuveen Credit Strategies Income Fund	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Nuveen Floating Rate Income Fund	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Nuveen Senior Income Fund	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Nuveen Tax Advantaged Total Return Strategy Fund	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
INTERNATIONALE KAPITALANLAGEGESELLSCHAFT mbH acting for account of HPK HY BONDS UND LOANS	
	
By: Represented by: Oak Hill Advisors, L.P. As Fund Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OHA CREDIT PARTNERS VI, LTD.	
	
By: Oak Hill Advisors, L.P. As its portfolio manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oak Hill Credit Partners III, Limited	
	
By: Oak Hill CLO Management III, LLC, as Investment Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oak Hill Credit Partners V, Limited	
	
By: Oak Hill Advisors, L.P., as Portfolio Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oak Hill Credit Partners IV, Limited	
	
By: Oak Hill CLO Management IV, LLC, as Investment Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oregon Public Employees Retirement Fund	
	
By: Oak Hill Advisors, L.P., as Investment Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Future Fund Board of Guardians	
	
By: Oak Hill Advisors, L.P., as its Investment Advisor	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stichting MN Services US High Yield Fonds	
	
By: Oak Hill Advisors, L.P., as Investment Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stichting Pensioenfonds Metaal en Techniek	
	
By: Oak Hill Advisors, L.P., as Investment Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oaktree Senior Loan Fund, L.P.	
	
By: Oaktree Senior Loan Fund GP, L.P. Its: General Partner, By: Oaktree Fund GP IIA, LLC Its: General Partner, By: Oaktree Fund GP II, L.P. Its: Managing Member	
		
By:	 	/s/ Atif Chaudry	
			
	 	Name:	 	Atif Chaudry	
			
	 	Title:	 	Authorized Signatory	
		
By:	 	/s/ Desmund Shirazi	
			
	 	Name:	 	Desmund Shirazi	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
The Public Education Employees Retirement System of Missouri	
	
By: Oaktree Capital Management, L.P. Its: Investment Manager	
		
By:	 	/s/ Atif Chaudry	
			
	 	Name:	 	Atif Chaudry	
			
	 	Title:	 	Vice President	
		
By:	 	/s/ Desmund Shirazi	
			
	 	Name:	 	Desmund Shirazi	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
The Public School Retirement System of Missouri	
	
By: Oaktree Capital Management, L.P. Its: Investment Manager	
		
By:	 	/s/ Atif Chaudry	
			
	 	Name:	 	Atif Chaudry	
			
	 	Title:	 	Vice President	
		
By:	 	/s/ Desmund Shirazi	
			
	 	Name:	 	Desmund Shirazi	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ACE Tempest Reinsurance Ltd.	
	
By: Oaktree Capital Management, L.P. Its: Investment Manager	
		
By:	 	/s/ Atif Chaudry	
			
	 	Name:	 	Atif Chaudry	
			
	 	Title:	 	Vice President	
		
By:	 	/s/ Desmund Shirazi	
			
	 	Name:	 	Desmund Shirazi	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OCM Luxembourg Opps VII Blocker Sarl	
		
By:	 	/s/ Chris Boehringer	
			
	 	Name:	 	Chris Boehringer	
			
	 	Title:	 	Authorized Signatory	
		
By:	 	/s/ S Dec	
			
	 	Name:	 	S Dec	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Hamlet II, Ltd.	
	
By: Octagon Credit Investors, LLC as Portfolio Manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners XII, Ltd.	
	
By: Octagon Credit Investors, LLC as Collateral Manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Paul Credit Fund Series I, Ltd.	
	
By: Octagon Credit Investors, LLC as Portfolio Manager	
		
By:	 	/s/ Margaret Harvey	
			
	 	Name:	 	Margaret Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners X, Ltd.	
	
By: Octagon Credit Investors, LLC as Collateral Manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners V, Ltd.	
	
By: Octagon Credit Investors, LLC as Portfolio Manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners VII, Ltd.	
	
By: Octagon Credit Investors, LLC as collateral manager	
		
By:	 	/s/ Margaret Harvey	
			
	 	Name:	 	Margaret Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners XI, Ltd.	
	
By: Octagon Credit Investors, LLC as Collateral Manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners VIII, Ltd.	
	
By: Octagon Credit Investors, LLC as collateral manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Investment Partners IX, Ltd.	
	
By: Octagon Credit Investors, LLC as Manager	
		
By:	 	/s/ Margaret B. Harvey	
			
	 	Name:	 	Margaret B. Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Octagon Senior Secured Credit Master Fund Ltd.	
	
By: Octagon Credit Investors, LLC as Investment Manager	
		
By:	 	/s/ Margaret Harvey	
			
	 	Name:	 	Margaret Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Potential CLO I Ltd.	
	
By: Octagon Credit Investors, LLC as Attorney in Fact	
		
By:	 	/s/ Margaret Harvey	
			
	 	Name:	 	Margaret Harvey	
			
	 	Title:	 	Managing Director of Portfolio Administration	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OHA ASIA CUSTOMIZED CREDIT FUND, L.P.	
	
By: OHA Asia Customized Credit GenPar, LLC, its General Partner	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OHA Finlandia Credit Fund	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OHA Intrepid Leveraged Loan Fund, Ltd.	
	
By: Oak Hill Advisors, L.P., as its Portfolio Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
OHA Park Avenue CLO I, Ltd.	
	
By: Oak Hill Advisors, L.P., as Investment Manager	
		
By:	 	/s/ Glenn R. August	
			
	 	Name:	 	Glenn R. August	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oppenheimer Master Loan Fund LLC	
		
By:	 	/s/ Kathleen Schmitz	
	 	Name:	 	Kathleen Schmitz	
	 	Title:	 	Assistant Vice President	
	
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Oppenheimer Senior Floating Rate Fund	
		
By:	 	/s/ Kathleen Schmitz	
	 	Name:	 	Kathleen Schmitz	
	 	Title:	 	Assistant Vice President	
	
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
HarbourView CLO 2006-1, Ltd	
		
By:	 	/s/ Kathleen Schmitz	
	 	Name:	 	Kathleen Schmitz	
	 	Title:	 	Assistant Vice President	
	
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Southern Ute Indian Tribe	
		
By:	 	/s/ William J Morgan	
	 	Name:	 	William J Morgan	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TRALEE CDO I LTD	
	
By: Par-Four Investment Management, LLC As Collateral Manager	
		
By:	 	/s/ Joseph Matteo	
			
	 	Name:	 	Joseph Matteo	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
Penn Series Funds, Inc. - Flexibly Managed Fund	
	
By: T. Rowe Price Associates, Inc. as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 15,541,760.76.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy XII CLO, Ltd.	
	
By: PineBridge Investments LLC As Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Fire and Police Pension Fund, San Antonio	
	
By: PineBridge Investments LLC Its Investment Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
PineBridge Bank Loan Fund Ltd.	
	
By: PineBridge Investments LLC Its Investment Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy XI CLO, Ltd.	
	
By: PineBridge Investments LLC As Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
VALIDUS REINSURANCE LTD	
	
By: PineBridge Investments LLC Its Investment Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Tetragon Financial Group Master Fund Limited	
By: Tetragon Financial Management LP, its investment manager	
		
By:	 	/s/ Reade Griffith	
	 	Name:	 	Reade Griffith	
	 	Title:	 	Authorized Representative	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pramerica Loan Opportunities Limited	
	
By: Pramerica Investment Management, a trading name of Prudential Investment Management, Inc. as Investment Manager	
		
By:	 	/s/ Brian Juliano	
	 	Name:	 	Brian Juliano	
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	Primus CLO II, Ltd.	
			
	 	By:	 	CypressTree Investment Management, LLC, its Subadviser	
				
	 		 	By:	 	/s/ Stephen J. Vaccaro	
	 		 		 	Name:	 	Stephen J. Vaccaro	
	 		 		 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Cole Brook CBNA Loan Funding LLC	
		
By:	 	/s/ Matthew Garvis	
	 	Name:	 	Matthew Garvis	
	 	Title:	 	Attorney-In-Fact	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Princeton Credit Opportunity Fund, LLC	
By: Princeton Advisory Group, Inc.
the Manager	

		
By:	 	/s/ Ashish Sood	
	 	Name:	 	Ashish Sood	
	 	Title:	 	Senior Analyst	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ROSEDALE CLO LTD.	
By: Princeton Advisory Group, Inc.
the Collateral Manager	

		
By:	 	/s/ Ashish Sood	
	 	Name:	 	Ashish Sood	
	 	Title:	 	Senior Analyst	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden XXII Senior Loan Fund	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden IX – Senior Loan Fund 2005 p.l.c.	
	
By: Prudential Investment Management, Inc., Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden V – Leveraged Loan CDO 2003	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden VII – Leveraged Loan CDO 2004	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden VIII – Leveraged Loan CDO 2005	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden XI – Leveraged Loan CDO 2006	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden XVI – Leveraged Loan CDO 2006	
	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Prudential Investment Portfolios, Inc. 14 – Prudential Floating Rate Income Fund	
	
By: Prudential Investment Management, Inc., as Investment Advisor	
		
By:	 	/s/ Brian Juliano	
	 	 	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Specialized Investment Management SICAV – SIF Corporate Loan Master Fund	
By: Zaisgroup International LLP, as Investment Advisor	
By: Pramerica Investment Management Limited, as Portfolio Advisor	
By: Pramerica Investment Management (a trading name of Prudential Investment Management, Inc.) as Sub-Advisor	
		
By:	 	/s/ Brian Juliano	
	 	Name:	 	Brian Juliano	
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust	
	
By: Prudential Investment Management, Inc.	
As Investment Advisor	
		
By:	 	/s/ Brian Juliano	
	 	Name:	 	Brian Juliano	 		
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Dryden XVIII Leveraged Loan 2007 Ltd.	
By: Prudential Investment Management, Inc., as Collateral Manager	
		
By:	 	/s/ Brian Juliano	
	 	Name:	 	Brian Juliano	
	 	Title:	 	Vice President	 		
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Boston Harbor CLO 2004-1, Ltd.	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
BOSTON HARBOR CLO 2004-1, Ltd.	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V. P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Floating Rate Income Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM FLOATING RATE INCOME FUND	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V. P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Interpolis Pensioenen Global High Yield Pool	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
THE PUTNAM ADVISORY COMPANY, LLC ON BEHALF OF INTERPOLIS PENSIOENEN GLOBAL HIGH YIELD POOL	
	
/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title:	 	VP	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stichting Pensioenfonds voor Fysiotherapeuten	
		
By :	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
THE PUTNAM ADVISORY COMPANY, LLC	
ON BEHALF OF STICHTING PENSIOENFONDS VOOR FYSIOTHERAPEUTEN	
	
/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title:	 	VP	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Diversified Income Trust	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM DIVERSIFIED INCOME TRUST	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V. P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Diversified Income Trust (Cayman) Master Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND	
By The Putnam Advisory Company, LLC	
	
/s/ Angela Patel	
Name:	 	Angela Patel	
Title:	 	Vice President	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Asset Allocation Fund: Balanced Portfolio	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
ACCT# 256- Asset Balance	
PUTNAM ASSET ALLOCATION FUND: BALANCED PORTFOLIO	
By Putnam Investment Management, LLC	
	
/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title:	 	Vice President	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Asset Allocation Conservative	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
ACCT# - Asset Conservative	
PUTNAM INVESTMENT MANAGEMENT LLC,
on behalf of its series, ASSET ALLOCATION CONSERVATIVE	
by Putnam Investment Management, LLC	
	
/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title:	 	Vice President	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Global Income Trust	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM FUNDS TRUST,
on behalf of its series, PUTNAM GLOBAL INCOME TRUST	
by Putnam Investment Management, LLC	
	
/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title:	 	Vice President	
 
1

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam High Yield Advantage Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM HIGH YIELD ADVANTAGE FUND	
	
/s/ Ben Mazor	
By:	 	Ben Mazor	
Title:	 	V. P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam High Yield Trust	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM HIGH YIELD TRUST	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V. P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Master Intermediate Income Trust	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM MASTER INTERMEDIATE INCOME TRUST	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V.P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Putnam Premier Income Trust	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM PREMIER INCOME TRUST	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V.P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
Putnam Variable Trust - PVT Diversified Income Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND	
	
/s/ Beth Mazor	
By:	 	Beth Mazor	
Title:	 	V.P.	

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
Putnam Global Funds - Putnam Worldwide Income Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
The Putnam Advisory Company, LLC on behalf of Putnam Global Funds – Putnam Worldwide Income Fund	
	
/s/ Lauren Silk	
Name:	 	Lauren Silk	
Title:	 	Vice President	
 
4

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
LGT Multi Manager Bond High Yield (USD)	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
LGT Multi Manager Bond High Yield (USD)	
	
By: The Putnam Advisory Company, LLC	
		
By:	 	/s/ Suzanne Deshaies	
Name:	 	Suzanne Deshaies	
Title	 	VP	
 
1

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
Putnam Variable Trust - Putnam VT Global Asset Allocation Fund	
		
By:	 	See next page	
	 	Name:	 		
	 	Title:	 		
 
Signature page to Amendment to Credit Agreement (Univision)

			
Putnam Variable Trust - Putnam VT Global Asset Allocation Fund by Putnam Investment Management, LLC	
	
/s/ Lauren Silk	
Name:	 	Lauren Silk	
Title:	 	Vice President	
 
2

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Pyxis Floating Rate Opportunities Fund	
		
By:	 	/s/ Brian Mitts	
			
	 	Name:	 	Brian Mitts	
			
	 	Title:	 	Senior Fund Analyst	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
NexPoint Credit Strategies Fund	
		
By:	 	/s/ Brian Mitts	
			
	 	Name:	 	Brian Mitts	
			
	 	Title:	 	Senior Fund Analyst	
 
Signature page to Amendment to Credit Agreement (Univision)

									
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
NAME OF INSTITUTION:	 		 	Race Point VI CLO, Ltd	
	 		 	By:	 	Sankaty Advisors LLC, as	
	 		 	Asset Manager	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
RIVERSIDE PARK CLO LTD.	
By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager	
		
By:	 	/s/ Daniel H. Smith	
Name:	 	Daniel H. Smith	
Title:	 	Authorized Signatory	
 
Signature page to First Amendment to Credit Agreement

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	Chatham Light II CLO, Limited	
NAME OF INSTITUTION:	 		 	By: Sankaty Advisors, LLC as	
	 		 	Investment Manager	

							
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	Katonah III, Ltd. by Sankaty	
NAME OF INSTITUTION:	 		 	Advisors LLC as Sub-Advisors	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	Nash Point CLO	
NAME OF INSTITUTION:	 		 	By:	 	Sankaty Advisors, LLC as	
	 		 	Investment Manager	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	Race Point III CLO	
NAME OF INSTITUTION:	 		 	By:	 	Sankaty Advisors LLC, as	
	 		 	Collateral Manager	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	Race Point IV CLO, Ltd.	
NAME OF INSTITUTION:	 		 	By:	 	Sankaty Advisors, LLC as	
	 		 	Asset Manager	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
	 		 	Race Point V CLO, Limited	
NAME OF INSTITUTION:	 		 	By:	 	Sankaty Advisors, LLC as	
	 		 	Portfolio Manager	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
NAME OF INSTITUTION:	 		 	Sankaty Senior Loan Fund, L.P.	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
			
NAME OF INSTITUTION:	 		 	Qantas Superannuation Plan	
	 		 	By: Sankaty Advisors, LLC as	
	 		 	Investment Manager	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
NAME OF INSTITUTION:	 	      WellPoint, Inc.	

					
		
By:	 	/s/ Andrew S. Viens	
	 	Name:	 	Andrew S. Viens	
	 	Title:	 	Sr. Vice President of Operations	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Saturn CLO, Ltd.	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	Slater Mill Loan Fund, LP	
		
By:	 	Shenkman Capital Management, Inc., as Collateral Manager	
		
By:	 	/s/ Richard H. Weinstein	
	 	Name:	 	Richard H. Weinstein	
	 	Title:	 	Chief Operating Officer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stanfield Carrera CLO, Ltd.	
		
By:	 	/s/ Linda Pace	
			
	 	Name:	 	Linda Pace	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
STATE OF ALASKA PERMANENT FUND :	
	
By: Capital Guardian Trust Company, for and on behalf of State of Alaska Permanent Fund	
		
	 	/s/ Mark Brubaker	
	 	Name:	 	Mark Brubaker	
	 	Title:	 	Senior Vice President and Senior Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stone Harbor Global Funds PLC – Stone Harbor Leveraged Loan Portfolio	
		
By:	 	/s/ Adam Shapiro	
	 	Name:	 	Adam Shapiro	
	 	Title:	 	General Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Libra Global Limited	
		
By:	 	/s/ Adam Shapiro	
	 	Name:	 	Adam Shapiro	
	 	Title:	 	General Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Commonwealth of Pennsylvania State Employees Retirement System	
		
By:	 	/s/ Adam Shapiro	
	 	Name:	 	Adam Shapiro	
	 	Title:	 	General Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
San Joaquin County Employees’ Retirement Association	
		
By:	 	/s/ Adam Shapiro	
	 	Name:	 	Adam Shapiro	
	 	Title:	 	General Counsel	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
CORNERSTONE CLO LTD.	
	
By: Stone Tower Debt Advisors LLC, as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
GRANITE VENTURES II LTD.	
	
By: Stone Tower Debt Advisors LLC, as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
GRANITE VENTURES III LTD.	
	
By: Stone Tower Debt Advisors LLC, as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
IBM Personal Pension Plan Trust	
	
By: Stone Tower Fund Management LLC, its Investment Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
RAMPART CLO 2006-1 LTD.	
	
By: Stone Tower Debt Advisors LLC, as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Rampart CLO 2007 Ltd.	
	
By: Stone Tower Debt Advisors LLC as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Stone Tower CLO V Ltd.	
	
By: Stone Tower Debt Advisors LLC, As its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
STONE TOWER CLO VI LTD.	
	
By: Stone Tower Debt Advisors LLC, as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
STONE TOWER CLO VII LTD.	
	
By: Stone Tower Debt Advisors LLC, as its Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Summer Hill Fixed Income AG, LLC	
	
By: Angelo, Gordon & Co., L.P. its Investment Manager	
		
By:	 	/s/ Bruce Martin	
			
	 	Name:	 	Bruce Martin	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy III CLO, Ltd.	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy IV CLO, LTD	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy V CLO, LTD	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy VI CLO, LTD	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy VII CLO, LTD	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Galaxy VIII CLO, LTD	
	
By: PineBridge Investments LLC Its Collateral Manager	
		
By:	 	/s/ Steven Oh	
			
	 	Name:	 	Steven Oh	
			
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DAVIDSON RIVER TRADING, LLC	
By: SunTrust Bank, its Manager	
		
By:	 	/s/ Douglas Weltz	
	 	Name:	 	Douglas Weltz	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
DOUBLE HAUL TRADING, LLC	
	
By: SunTrust Bank, its Manager	
		
By:	 	/s/ Douglas Weltz	
	 	Name:	 	Douglas Weltz	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TETON FUNDING, LLC	
	
By: SunTrust Bank, its Manager	
		
By:	 	/s/ Douglas Weltz	
	 	Name:	 	Douglas Weltz	
	 	Title:	 	Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO VII, LTD	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO IX, Limited Partnership	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO VIII, Limited Partnership	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO I, LTD.	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO II, LTD.	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO III, LTD.	
		
By:	 	Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO IV LTD.	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO V LTD.	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony CLO VI Ltd.	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Symphony Credit Opportunities Fund LTD.	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Municipal Employees’ Annuity and Benefit Fund of Chicago (Symphony)	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Nuveen Floating Rate Income Opportunity Fund	
	
By: Symphony Asset Management LLC	
		
By:	 	/s/ James Kim	
			
	 	Name:	 	James Kim	
			
	 	Title:	 	Co-Head of Credit Research	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
Board of Pensions of the Evangelical Lutheran Church in America d/b/a Portico Benefit Services	
	
By: T. Rowe Price Associates, Inc. as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 725,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment sub-advisor:

NAME OF INSTITUTION:	
	
John Hancock Variable Insurance Trust - Capital Appreciation Value Trust	
	
By: T. Rowe Price Associates, Inc. as investment sub-advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 2,486,066.86.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
Lucent Technologies Inc. Master Pension Trust	
	
By: T. Rowe Price Associates, Inc. as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 625,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Floating Rate Multi-Sector Account Portfolio	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 675,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price U.S. High Yield Trust	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 725,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price High Yield Fund, Inc.	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 22,025,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Institutional High Yield Fund	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 4,900,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment sub-advisor:

NAME OF INSTITUTION:	
	
John Hancock Funds II - Spectrum Income Fund	
	
By: T. Rowe Price Associates, Inc. as investment sub-advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 297,363.13.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment sub-advisor:

NAME OF INSTITUTION:	
	
John Hancock Variable Insurance Trust - New Income Trust	
	
By: T. Rowe Price Associates, Inc. as investment sub-advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 4,480,741.74.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Institutional Floating Rate Fund	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 31,902,976.16.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
Penn Series Funds, Inc. - High Yield Bond Fund	
	
By: Â T. Rowe Price Associates, Inc., as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 450,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Capital Appreciation Fund	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 105,285,872.90.
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Institutional Common Trust Fund - T. Rowe Price Capital Appreciation Trust	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 945,450.56.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
ACE American Insurance Company	
	
By: T. Rowe Price Associates, Inc. as investment advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 4,735,313.68.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Floating Rate Fund, Inc.	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 1,125,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
BELL ATLANTIC MASTER TRUST	
By: Crescent Capital Group LP, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
CELEBRITY CLO LTD.	
By: TCW-WLA JV Venture LLC, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
FIRST 2004-II CLO, LTD.	
By: TCW-WLA JV Venture LLC, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
	 	 	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
MAC CAPITAL, LTD.	
By: TCW-WLA JV Venture LLC, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
PALMETTO INVESTORS MASTER FUND, LLC.	
By: Crescent Capital Group LP, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
RGA REINSURANCE COMPANY	
By: Crescent Capital Group LP, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
TCW SENIOR SECURED LOAN FUND, LP	
By: Crescent Capital Group LP, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
Trust Company of the West,	
As trustee of TCW Capital Trust	
		
By:	 	/s/ Melissa V. Weiler	
Name:	 	Melissa V. Weiler	
Title:	 	Managing Director	
		
By:	 	/s/ John A. Fekete	
Name:	 	John A. Fekete	
Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
VITESSE CLO LTD.	
By: TCW-WLA JV Venture LLC, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
WEST BEND MUTUAL INSURANCE COMPANY	
By: Crescent Capital Group LP, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TCW Leveraged Loan Fund, L.P.	
		
By:	 	/s/ Bibi Khan	
	 	Name:	 	Bibi Khan	
	 	Title:	 	Managing Director	
			
	 		 	TCW Asset Management Company	
	 		 	As Asset Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
ILLINOIS STATE BOARD OF INVESTMENT	
By: Crescent Capital Group LP, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
MOMENTUM CAPITAL FUND, LTD.	
By: TCW-WLA JV Venture LLC, its sub-adviser	
		
By:	 	/s/ G. Wayne Hosang	
Name:	 	G. Wayne Hosang	
Title:	 	Senior Vice President	
		
By:	 	/s/ John Hwang	
Name:	 	John Hwang	
Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
THL Credit Bank Loan Select Master Fund, a Class of The THL Credit Bank Loan Select Series Trust I	
	
By: THL Credit Senior Loan Strategies LLC, as Investment Manager	
		
By:	 	/s/ Kathleen A. Zarn	
			
	 	Name:	 	Kathleen A. Zarn	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BJC Health System	
		
By:	 	/s/ Paul S. Greenberg	
	 	Name:	 	Paul S. Greenberg	
	 	Title:	 	Authorized Signatory	
	 	By Trilogy Capital LLC as Investment Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
BJC Pension Plan Trust	
		
By:	 	/s/ Paul S. Greenberg	
	 	Name:	 	Paul S. Greenberg	
	 	Title:	 	Authorized Signatory	
	 	By Trilogy Capital LLC as Investment Manager	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TRIMARAN CLO IV LTD.
by Trimaran Advisors, L.L.C.	
		
By:	 	/s/ Daniel P. Gilligan	
	 	Name:	 	Daniel P. Gilligan	
	 	Title:	 	Vice President	
	 		 	Trimaran Advisors, L.L.C.	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TRIMARAN CLO VI LTD.
by Trimaran Advisors, L.L.C.	
		
By:	 	/s/ Daniel P. Gilligan	
	 	Name:	 	Daniel P. Gilligan	
	 	Title:	 	Vice President	
	 		 	Trimaran Advisors, L.L.C.	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
TRIMARAN CLO VII LTD.
by Trimaran Advisors, L.L.C.	
		
By:	 	/s/ Daniel P. Gilligan	
	 	Name:	 	Daniel P. Gilligan	
	 	Title:	 	Vice President	
	 		 	Trimaran Advisors, L.L.C.	
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment sub-advisor:

NAME OF INSTITUTION:	
	
John Hancock Funds II - Capital Appreciation Value Fund	
	
By: T. Rowe Price Associates, Inc. as investment sub-advisor	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 28,809,398.51.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Fixed Income Trust	
	
By: T. Rowe Price Trust Company, Trustee	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 450,000.00.
 
Signature page to Amendment to Credit Agreement (Univision)

			
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
This consent is made by the following Lender, acting through the undersigned investment advisor:

NAME OF INSTITUTION:	
	
T. Rowe Price Bond Trust I	
		
By:	 	/s/ Brian Burns	
			
	 	Name:	 	Brian Burns	
			
	 	Title:	 	Vice President	
Once the amendment has concluded, we expect our position to be unchanged: 819,045.39.
 
Signature page to Amendment to Credit Agreement (Univision)

							
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
UBS AG, STAMFORD BRANCH	
			
	 	by	 	/s/ Mary E. Evans	
	 		 	Name:	 	Mary E. Evans	
	 		 	Title:	 	Associate Director	
			
	 	by	 	/s/ Irja R. Otsa	
	 		 	Name:	 	Irja R. Otsa	
	 		 	Title:	 	Associate Director	
 
Signature Page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
ALM VI, Ltd.	
	
By: Apollo Credit Management (CLO), LLC, as Collateral Manager	
		
By:	 	/s/ Joe Moroney	
			
	 	Name:	 	Joe Moroney	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Valcour Floating Rate Fund	
		
By:	 	/s/ Alyse Kelly	
	 	Name:	 	Alyse Kelly	
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Valcour Floating Rate Fund	
		
By:	 	/s/ Brandon Warner	
	 	Name:	 	Brandon Warner	
	 	Title:	 	Authorized Signer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
KIL Loan Funding, LLC	
		
By:	 	Citibank N.A.	
		
By:	 	/s/ Tina Tran	
			
	 	Name:	 	Tina Tran	
			
	 	Title:	 	Associate Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION: Virtus Senior Floating Rate Fund	

		
By:	 	/s/ Kyle Jennings	
	 	Name:	 	Kyle Jennings	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION: Virtus Multi-Sector Fixed Income Fund	

		
By:	 	/s/ Kyle Jennings	
	 	Name:	 	Kyle Jennings	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION: VVIT: Virtus Multi-Sector Fixed Income Series	

		
By:	 	/s/ Kyle Jennings	
	 	Name:	 	Kyle Jennings	
	 	Title:	 	Managing Director	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
WELLS FARGO BANK, N.A.	

		
By:	 	/s/ Russell J. Lyons	
	 	Name:	 	Russell J. Lyons	
	 	Title:	 	Senior Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
		
	 	Westbrook CLO, Ltd.	
		
By:	 	Shenkman Capital Management, Inc., as Investment Manager	
		
By:	 	/s/ Richard H. Weinstein	
	 	Name:	 	Richard H. Weinstein	
	 	Title:	 	Chief Operating Officer	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
Westchester CLO, Ltd.	
	
By: Highland Capital Management, L.P. As Collateral Manager	
		
By:	 	/s/ Carter Chism	
			
	 	Name:	 	Carter Chism	
			
	 	Title:	 	Authorized Signatory	
 
Signature page to Amendment to Credit Agreement (Univision)

					
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG THE BORROWERS, VARIOUS LENDERS AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, FIRST LIEN COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK	
	
NAME OF INSTITUTION:	
	
WIND RIVER CLO II - TATE INVESTORS, LTD.	
	
By: THL Credit Senior Loan Strategies LLC, as Manager	
		
By:	 	/s/ Kathleen A. Zarn	
			
	 	Name:	 	Kathleen A. Zarn	
			
	 	Title:	 	Vice President	
 
Signature page to Amendment to Credit Agreement (Univision)

Exhibit 10.1(b)
EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO
INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN
GUARANTEE AND COLLATERAL AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 28, 2013 (collectively, this “ Second Amendment ”), among UNIVISION COMMUNICATIONS INC. and UNIVISION OF PUERTO RICO INC., as Borrowers (the “ Borrowers ”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement and as First-Lien Collateral Agent (as each such term is defined below), the 2013 New First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Existing First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Converting Extended First-Lien Term Loan Lenders (as defined below) party hereto, the 2013 Extended Revolving Credit Lenders (as defined below) party hereto and certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the “ Required Lenders ”).
WHEREAS, the Borrowers have previously entered into that certain Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010 and as further amended as of August 21, 2012 (as the same has been so amended prior to the date hereof, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and the other agents party thereto.
WHEREAS, the Borrowers, various subsidiaries of the Borrowers and DBNY, as first-lien collateral agent (in such capacity, the “ First-Lien Collateral Agent ”), have previously entered into that certain First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (as in effect immediately prior to the date hereof, the “ First-Lien Guarantee and Collateral Agreement ”).
WHEREAS, the Borrowers, various subsidiaries of the Borrowers, the First-Lien Collateral Agent and DBNY, as second-lien collateral agent, have previously entered into that certain Intercreditor Agreement, dated as of March 29, 2007 (as in effect immediately prior to the date hereof, the “ Intercreditor Agreement ”).
WHEREAS, the Borrowers have requested, and (a) the Persons party hereto as “2013 Converting Existing First-Lien Term Loan Lenders” (the “ 2013 Converting Existing First-Lien Term Loan Lenders ”) have agreed, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby) to convert all or a portion of their Existing First-Lien Term Loans into 2013 Converted Existing First-Lien Term Loans in a principal amount for each such 2013 Converting Existing First-Lien Term Loan Lender (as each such term is defined below) equal to its Allocated Existing Term Loan Conversion Amount (as such term is defined in the Credit Agreement as amended hereby), (b) the Persons party hereto as “2013 Converting Extending First-Lien Term Loan Lenders” (the “ 2013 Converting Extending First-Lien Term Loan Lenders ”) have agreed, subject to the terms and conditions contained herein and in the

Credit Agreement (as amended hereby) to convert all or a portion of their Extended First-Lien Term Loans into 2013 Converted Extended First-Lien Term Loans in a principal amount for each such 2013 Converting Extended First-Lien Term Loan Lender (as each such term is defined below) equal to its Allocated Extended Term Loan Conversion Amount (as such term is defined in the Credit Agreement as amended hereby) and (c) the Persons party hereto as “2013 New First-Lien Term Loan Lenders” (the “ 2013 New First-Lien Term Loan Lenders ”) have agreed to make, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby), 2013 New First-Lien Term Loans (as defined in the Credit Agreement as amended hereby).
WHEREAS, the Borrowers have requested, and the Persons party hereto as “2013 Extended Revolving Credit Lenders” (the “ 2013 Extended Revolving Credit Lenders ”), have agreed to provide, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby), 2013 Extended Revolving Credit Commitments (as defined in the Credit Agreement as amended hereby) in an aggregate principal amount of $487,622,405.27.
WHEREAS, in accordance with Section 9.08 of the Credit Agreement, the Borrowers have requested, and the Administrative Agent, the First-Lien Collateral Agent, the Required Lenders, each 2013 New First-Lien Term Loan Lender, each 2013 Converting Existing First-Lien Term Loan Lender, each 2013 Converting Extended First-Lien Term Loan Lender and each 2013 Extended Revolving Credit Lender have agreed, to amend and waive certain provisions of the Credit Agreement, the Intercreditor Agreement and the First-Lien Guarantee and Collateral Agreement, in each case on the terms and subject to the conditions set forth herein.
WHEREAS, (i) each of Deutsche Bank Securities Inc. (“ DBSI ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”), Barclays Bank PLC (“ Barclays ”), Credit Suisse Securities (USA) LLC (“ CS Securities ”), Wells Fargo Securities, LLC (“ Wells ”), Natixis, New York Branch (“ Natixis ”) and Mizuho Corporate Bank, Ltd. (“ Mizuho ”) shall act as joint lead arrangers and joint book running managers, (ii) each of DBSI and MLPFS shall act as syndication agent and (iii) each of Barclays, CS Securities, Wells (on behalf of Wells Fargo Bank, N.A.), Natixis and Mizuho shall act as co-documentation agents, in each case with respect to this Second Amendment and the 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans, 2013 New First-Lien Term Loans and 2013 Extended Revolving Credit Commitments provided for hereunder.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms; Rules of Construction . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this Second Amendment, including the terms defined in the preamble and recitals hereto.
 
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SECTION 2. Amendments to the Credit Agreement . (a) Effective as of the Second Amendment Effective Date (as defined below), and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Annex A .
(b) Each Person executing this Second Amendment in its capacity as a 2013 New First-Lien Term Loan Lender, a 2013 Converting Existing First-Lien Term Loan Lender, a 2013 Converting Extended First-Lien Term Loan Lender or a 2013 Extended Revolving Credit Lender shall become (or, if already a Lender prior to the Second Amendment Effective Date, remain) a “Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement as a Lender holding (i) the 2013 New First-Lien Term Loan Commitments and 2013 New First-Lien Term Loans, in the case of all 2013 New First-Lien Term Loan Lenders, (ii) 2013 Converted Existing First-Lien Term Loans, in the case of all 2013 Converting Existing First-Lien Term Loan Lenders, (iii) 2013 Converted Extended First-Lien Term Loans, in the case of all 2013 Converting Extended First-Lien Term Loan Lenders or (iv) 2013 Extended Revolving Credit Commitments (and related Revolving Credit Exposure), in the case of all 2013 Extended Revolving Credit Lenders, as the case may be.
SECTION 3. Amendments to First-Lien Guarantee and Collateral Agreement . Effective as of the Second Amendment Effective Date, and subject to the terms and conditions set forth herein, the First-Lien Guarantee and Collateral Agreement is hereby amended as follows:
(a) Section 1.02 of the First-Lien Guarantee and Collateral Agreement is hereby amended by amending clause (b)  of the definition of “Obligations” by deleting the text “Hedging Obligations” appearing therein and inserting the text “Secured Hedging Obligations” in lieu thereof;
(b) Section 1.02 of the First-Lien Guarantee and Collateral Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:
“ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“ ECP ” shall have the meaning assigned to such term in the definition of Excluded Swap Obligation.
“ Excluded Swap Obligation ” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (each an “ ECP ”)
 
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at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation; provided that with the written consent of the Administrative Agent and the Borrowers, a given Excluded Swap Obligation (determined as provided above without regard to this proviso) may be excluded from this definition. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“ Secured Hedging Obligations ” shall mean all Hedging Obligations; provided , that in no circumstances shall Excluded Swap Obligations constitute Secured Hedging Obligations.
“ Swap Obligation ” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
(c) Section 2 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following new  Section 2.07 immediately after Section 2.06 :
“SECTION 2.07. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this guarantee in respect of Swap Obligations constituting Hedging Obligations owing to a Hedge Creditor ( provided , however , that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 , or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the Termination Date. Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”
(d) Section 4.03 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following text immediately before the period (“.”) at the end of the first sentence of such Section:
“ provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.
 
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SECTION 4. Amendments to Intercreditor Agreement . Effective as of the Second Amendment Effective Date, and subject to the terms and conditions set forth herein, the Intercreditor Agreement is hereby amended as follows:
(a) Section 1.1 of the Intercreditor Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definitions:
“ Commodity Exchange Act ” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“ ECP ” shall have the meaning assigned to such term in the definition of Excluded Swap Obligation.
“ Excluded Swap Obligation ” shall mean, with respect to any Grantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Grantor of, or the grant by such Grantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (each an “ ECP ”) at the time the guarantee of such Grantor or the grant of such security interest becomes effective with respect to such Swap Obligation; provided that the parties hereto may consent in writing to exclude a given Excluded Swap Obligation (determined as provided above without regard to this proviso) from this definition. If a Swap Obligations arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“ Qualified ECP Guarantor ” shall mean, in respect of any Swap Obligation, each Grantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an ECP under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“ Secured Hedging Obligations ” shall mean all Hedging Obligations; provided , that in no circumstances shall Excluded Swap Obligations constitute Secured Hedging Obligations.
“ Swap Obligation ” shall mean, with respect to any Grantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
 
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(b) Clause (a)  of Section 4.1 of the Intercreditor Agreement is hereby amended by inserting a return and the following text immediately before the period (“.”) at the end of such clause:
“ provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Grantor which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.
(c) Clause (b)  of Section 4.1 of the Intercreditor Agreement is hereby amended by inserting a return and the following text immediately before the period (“.”) at the end of such clause:
“ provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Grantor which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.
(d) Clause (c)  of Section 4.1 of the Intercreditor Agreement is hereby amended by inserting the following text at the end of sub-clause (y)  therein:
“(it being understood and agreed that this definition shall at all times be subject to the proviso appearing at the end of clauses (a) and (b) above)”.
SECTION 5. Representations and Warranties . To induce the other parties hereto to enter into this Second Amendment, the Borrowers hereby represent and warrant to each other party hereto that, as of the Second Amendment Effective Date: (i) the Second Amendment has been duly authorized, executed and delivered by it and each of this Second Amendment, the Credit Agreement (as amended hereby) and the First-Lien Guarantee and Collateral Agreement (as amended hereby) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) after giving effect to this Second Amendment and the transactions contemplated by this Second Amendment, no Default or Event of Default has occurred and is continuing; (iii) the execution, delivery and performance of this Second Amendment and the performance of the Credit Agreement (as amended hereby), the First-Lien Guarantee and Collateral Agreement (as amended hereby), the incurrence of the 2013 New First-Lien Term Loans, the incurrence of the 2013 Converted Existing First-Lien Term Loans and 2013 Converted Extended First-Lien Term Loans pursuant to the 2013 Term Loan Conversion and the establishment of the 2013 Extended Revolving Credit Commitments (and the incurrence of any Revolving Credit Exposure pursuant thereto) (x) shall not violate any provision of (1) any applicable law, statute, rule or regulation or order of any Governmental Authority, (2) the certificate or articles of incorporation, bylaws or other
 
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constitutive documents of any Loan Party, (3) the Senior Notes Documentation, the New Senior Secured Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (4) any other indenture, agreement or other instrument to which the US Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (y) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (1) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (2) any other such indenture, agreement or other instrument or (z) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrowers or any Restricted Subsidiary (other than Permitted Liens), except, with respect to clauses (x)(1) , (x)(4) , (y)(2) or (z) above to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.
SECTION 6. Conditions of Effectiveness of this Second Amendment . This Second Amendment shall become effective as of the first date (the “ Second Amendment Effective Date ”) when each of the conditions set forth in this Section 6 shall have been satisfied (which, in the case of clauses (e) , (f) , and (g)  below, may be substantially concurrent with the with the satisfaction of the other conditions specified below):
(a) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, each of the other Loan Parties, each of the 2013 New First-Lien Term Loan Lenders, each of the 2013 Converting Existing First-Lien Term Loan Lenders, each of the 2013 Converting Extended First-Lien Term Loan Lenders, each of the 2013 Extended Revolving Credit Lenders, the Lenders constituting Required Lenders, the Administrative Agent and the First-Lien Collateral Agent.
(b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the US Borrower certifying that the conditions precedent set forth in Section 4.01(b) and (c)  of the Credit Agreement have been satisfied on and as of the Second Amendment Effective Date.
(c) The Administrative Agent shall have received a legal opinion of Weil, Gotshal & Manges LLP, special counsel to the Borrowers, addressed to the Lenders, the Agents, the Swingline Lenders and the Issuing Banks, dated the Second Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received (i) a certificate from the Chief Financial Officer of the US Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying that, after giving effect to this Second Amendment, the US Borrower and its Restricted Subsidiaries (on a consolidated basis) are Solvent, (ii) a certificate of good standing (or subsistence) with respect to each Loan
 
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Party from the Secretary of State (or similar official) of the State of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and (iii) a closing certificate executed by a Responsible Officer of each Borrower, dated the Second Amendment Effective Date, reasonably acceptable to the Administrative Agent, certifying as to the incumbency and specimen signature of each officer of a Loan Party executing this Second Amendment or any other document delivered in connection herewith on behalf of any Loan Party and attaching (A) a true and complete copy of the certificate of incorporation (or other applicable charter document) of the US Borrower, including all amendments thereto, as in effect on the Second Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (d)(ii) above, (B) a true and complete copy of the by-laws (or other applicable operating agreements) of each Borrower as in effect on the Second Amendment Effective Date, and (C) a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of each Loan Party authorizing the execution, delivery and performance of this Second Amendment and the performance of the Credit Agreement (as amended by this Second Amendment) and the other Loan Documents and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(e) The US Borrower shall have paid to the Administrative Agent, (i) for the account of each 2013 New First-Lien Term Loan Lender, an initial yield payment (the “ 2013 New First-Lien Term Loan Upfront Fee ”) equal to 0.5% of the aggregate principal amount of the 2013 New First-Lien Term Loan to be funded by such 2013 New First-Lien Term Loan Lender on the Second Amendment Effective Date, (ii) for the account of each 2013 Converting First-Lien Term Loan Lender, an initial yield payment (the “ 2013 Converting First-Lien Term Loan Upfront Fee ”) equal to 0.5% of the aggregate principal amount of (x) 2013 Converted Existing First-Lien Term Loans to be “funded” by such 2013 Converting First-Lien Term Loan Lender and (y) 2013 Converted Extended First-Lien Term Loans to be “funded” by such 2013 Converting First-Lien Term Loan Lender, in each case, on the Second Amendment Effective Date pursuant to the 2013 Term Loan Conversion and (iii) for the account of each 2013 Extended Revolving Credit Lender, an initial yield payment (the “ 2013 Extended Revolving Credit Upfront Fee ”) equal to 0.5% of the aggregate amount of the 2013 Extended Revolving Credit Commitments, with each such payment to be earned by, and payable to, each such Lender on the Second Amendment Effective Date (it being understood and agreed that for tax purposes only the 2013 New First-Lien Term Loan Upfront Fee shall be treated as a payment described in Treas. Reg. Section 1.1273-2(g)(2)), which 2013 New First-Lien Term Loan Upfront Fee, 2013 Converting First-Lien Term Loan Upfront Fee and 2013 Extended Revolving Credit Upfront Fee shall be payable in immediately available funds and, once paid, be non-refundable.
(f) An amount equal to the Net Cash Proceeds from the incurrence of the 2013 New First-Lien Term Loans, less the sum of (w) all accrued but unpaid interest with respect to the Existing First-Lien Term Loans, Extended First-Lien Term Loans, Extended Revolving Loans, Existing Non-Extended Revolving Loans and Swingline
 
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Loans as of the Second Amendment Effective Date, (x) the 2013 Converting First-Lien Term Loan Upfront Fee, (y) the 2013 Extended Revolving Credit Upfront Fee and (z) all accrued but unpaid Fees under the Revolving Credit Facilities as of the Second Amendment Effective Date, shall have been applied (immediately following the consummation of the 2013 Term Loan Conversion) to make an optional prepayment of Existing First-Lien Term Loans and Extended First-Lien Term Loans not subject to the 2013 Term Loan Conversion (on a ratable basis between such Classes) pursuant to, and in accordance with the requirements of, Section 2.12 of the Credit Agreement (as modified hereby) and all accrued but unpaid interest, fees and premiums (if any) with respect to all Existing First-Lien Term Loans and Extended First-Lien Term Loans (irrespective of whether such Term Loans are subject to the 2013 Term Loan Conversion and whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement), as well as any amounts payable pursuant to Section 2.16 of the Credit Agreement (as modified hereby), shall have been paid in full.
(g) All Revolving Loans and Swingline Loans made pursuant to the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments shall have been repaid in full, together with all interest, Fees and other amounts accrued under the Revolving Credit Facility as of the Second Amendment Effective Date, and all Existing Non-Extended Revolving Credit Commitments and Extended Revolving Credit Commitments shall have been terminated pursuant to, and in accordance with the requirements of, Section 2.09(b) of the Credit Agreement, as modified hereby (it being acknowledged and agreed that all Letters of Credit issued and outstanding as of the Second Amendment Effective Date shall, pursuant to Section 2.09(e) of the Credit Agreement (as amended hereby) remain outstanding and be deemed to have been issued under the 2013 Extended Revolving Credit Commitments).
(h) The Borrowers, the Loan Parties and the Collateral Agent shall have duly executed and delivered to the Administrative Agent a “Representative Supplement” with respect to the First-Lien Intercreditor Agreement, dated the Second Amendment Effective Date, in substantially the form attached as Annex II to the First-Lien Intercreditor Agreement.
SECTION 7. Post-Closing Requirements . Within 90 days after the Second Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the US Borrower shall deliver to the Administrative Agent:
(a) an amendment to each existing First-Lien Mortgage, in form and substance reasonably acceptable to the Administrative Agent;
(b) an opinion of counsel in each state where each First-Lien Mortgage amendment is to be recorded, in form and substance and from counsel reasonably acceptable to the Administrative Agent; and
(c) a title search confirming that each existing First-Lien Mortgage, as amended, is a first priority Lien on the property encumbered thereby, subject to Permitted Liens.
 
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SECTION 8. Waivers and Consents to Credit Agreement . The Required Lenders hereby waive (and direct the Administrative Agent to waive), (i) the provisions of Section 2.03 of the Credit Agreement requiring three Business Days’ prior written notice of the proposed Eurodollar Borrowing of the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and/or the 2013 Extended Revolving Loans on the Second Amendment Effective Date, (ii) the provisions of Section 2.09(b) of the Credit Agreement requiring three Business Days’ prior written notice of the proposed termination of the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments on the Second Amendment Effective Date and (iii) subject to Section 2.16 of the Credit Agreement, the provision in Section 2.12 of the Credit Agreement requiring three Business Days’ prior written notice of the prepayment of Term Loans and/or Revolving Loans maintained as Eurodollar Loans to the extent (and only to the extent) financed with the proceeds of 2013 New First-Lien Term Loans and/or 2013 Extended Revolving Loans, but only so long as the Borrowers shall have provided the Administrative Agent notice of the proposed Borrowing of 2013 New First-Lien Term Loans and 2013 Extended Revolving Loans, the proposed termination of the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments and the prepayment of the Term Loans and/or Revolving Loans before 12:00 noon (New York time) on the Business Day on which such Borrowing, termination or prepayment is to be made, and subject, in the case of preceding clause (i), to the terms of Section 2.10(c) of the Credit Agreement (as amended hereby).
SECTION 9. Effect of Amendment . (a) Except as expressly set forth in this Second Amendment or in the Credit Agreement, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including all 2013 New First-Lien Term Loans, all 2013 Converted Existing First-Lien Term Loans, all 2013 Converted Extended First-Lien Term Loans and all Revolving Credit Exposure under the 2013 Extended Revolving Credit Commitments), in each case, as amended by this Second Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Second Amendment Effective Date, each reference in (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement in any other Loan Document, in each case shall be deemed a reference to (i) the Credit Agreement, (ii) the Intercreditor Agreement and (iii) the First-Lien Guarantee and Collateral Agreement (as amended by this Second Amendment), as the case may be. This Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
 
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SECTION 10. Costs and Expenses . The Borrowers hereby agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Second Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case, as required to be reimbursed pursuant to the Credit Agreement.
SECTION 11. Reaffirmation . By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.
SECTION 12. GOVERNING LAW . THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.07 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS SECOND AMENDMENT AND SHALL APPLY TO THIS SECOND AMENDMENT, MUTATIS MUTANDIS.
SECTION 13. Counterparts . This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Second Amendment shall be effective as delivery of an original executed counterpart of this Second Amendment.
 
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SECTION 14. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Second Amendment.
SECTION 15. Severability . Section 9.12 of the Credit Agreement is hereby incorporated by reference into this Second Amendment and shall apply to this Second Amendment.
[ Remainder of page intentionally blank .]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Peter H. Lori	
Name:	 	Peter H. Lori	
Title:	 	Executive Vice President and
Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
		
By:	 	/s/ Peter H. Lori	
Name:	 	Peter H. Lori	
Title:	 	Executive Vice President and
Chief Accounting Officer	
 
Signature Page to Univision Second Amendment

	
BROADCAST MEDIA PARTNERS HOLDINGS, INC
EL TRATO, INC.
GALAVISION, INC.
HPN NUMBERS, INC.
KAKW LICENSE PARTNERSHIP, L.P.
KCYT-FM LICENSE CORP.
KDTV LICENSE PARTNERSHIP, G.P.
KECS-FM LICENSE CORP.
KESS-AM LICENSE CORP.
KESS-TV LICENSE CORP.
KFTV LICENSE PARTNERSHIP, G.P.
KHCK-FM LICENSE CORP.
KICI-AM LICENSE CORP.
KICI-FM LICENSE CORP.
KLSQ-AM LICENSE CORP.
KLVE-FM LICENSE CORP.
KMEX LICENSE PARTNERSHIP, G.P.
KMRT-AM LICENSE CORP.
KTNQ-AM LICENSE CORP.
KTVW LICENSE PARTNERSHIP, G.P.
KUVI LICENSE PARTNERSHIP, G.P.
KUVN LICENSE PARTNERSHIP, L.P.
KUVS LICENSE PARTNERSHIP, G.P.
KWEX LICENSE PARTNERSHIP, L.P.
KXLN LICENSE PARTNERSHIP, L.P.
LICENSE CORP. NO. 1
LICENSE CORP. NO. 2
PTI HOLDINGS, INC.
RAWHIDE RADIO, LLC
SERVICIO DE INFORMACION PROGRAMATIVA, INC.
STATION WORKS, LLC
THE UNIVISION NETWORK LIMITED PARTNERSHIP
TICHENOR LICENSE CORPORATION
TMS LICENSE CALIFORNIA, INC.
UFERTAS, LLC
UNIMAS ALBUQUERQUE LLC
UNIMAS BAKERSFIELD LLC
UNIMAS BOSTON LLC
UNIMAS D.C. LLC
UNIMAS DALLAS LLC
UNIMAS FRESNO LLC
UNIMAS HOUSTON LLC
UNIMAS LOS ANGELES LLC
UNIMAS MIAMI LLC
UNIMAS NETWORK
UNIMAS OF SAN FRANCISCO, INC.
UNIMAS ORLANDO INC.
UNIMAS PARTNERSHIP OF DOUGLAS
UNIMAS PARTNERSHIP OF FLAGSTAFF
UNIMAS PARTNERSHIP OF FLORESVILLE
UNIMAS PARTNERSHIP OF PHOENIX
UNIMAS PARTNERSHIP OF SAN ANTONIO
UNIMAS PARTNERSHIP OF TUCSON
UNIMAS SACRAMENTO LLC
UNIMAS SAN FRANCISCO LLC
UNIMAS SOUTHWEST LLC
UNIMAS TAMPA LLC
UNIMAS TELEVISION GROUP, INC.
UNIVISION ATLANTA LLC
UNIVISION CLEVELAND LLC
UNIVISION EMERGING NETWORKS, LLC
UNIVISION ENTERPRISES, LLC
UNIVISION FINANCIAL MARKETING, INC.	

UNIVISION HOME ENTERTAINMENT, INC.
UNIVISION INTERACTIVE MEDIA, INC.
UNIVISION INVESTMENTS, INC.
UNIVISION LOCAL MEDIA INC.
UNIVISION MANAGEMENT CO.
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC
UNIVISION NETWORKS & STUDIOS, INC.
UNIVISION NEW YORK LLC
UNIVISION OF ATLANTA INC.
UNIVISION OF NEW JERSEY INC.
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY
UNIVISION OF RALEIGH, INC.
UNIVISION PHILADELPHIA LLC
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY
UNIVISION PUERTO RICO STATION OPERATING COMPANY
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY
UNIVISION RADIO CORPORATE SALES, INC.
UNIVISION RADIO FLORIDA, LLC
UNIVISION RADIO FRESNO, INC.
UNIVISION RADIO GP, INC.
UNIVISION RADIO HOUSTON LICENSE CORPORATION
UNIVISION RADIO INVESTMENTS, INC.
UNIVISION RADIO LAS VEGAS, INC.
UNIVISION RADIO LICENSE CORPORATION
UNIVISION RADIO LOS ANGELES, INC.
UNIVISION RADIO NEW MEXICO, INC.
UNIVISION RADIO NEW YORK, INC.
UNIVISION RADIO PHOENIX, INC.
UNIVISION RADIO SAN DIEGO, INC.
UNIVISION RADIO SAN FRANCISCO, INC.
UNIVISION RADIO, INC.
UNIVISION SERVICES, INC.
UNIVISION STUDIOS, LLC
UNIVISION TELEVISION GROUP, INC.
UNIVISION TEXAS STATIONS LLC
UNIVISION-EV HOLDINGS, LLC
UVN TEXAS L.P.
WADO RADIO, INC.
WADO-AM LICENSE CORP.
WGBO LICENSE PARTNERSHIP, G.P.
WLTV LICENSE PARTNERSHIP, G.P.
WLXX-AM LICENSE CORP.
WPAT-AM LICENSE CORP.
WQBA-AM LICENSE CORP.
WQBA-FM LICENSE CORP.
WXTV LICENSE PARTNERSHIP, G.P.	

By:	 	/s/ Peter Lori	
Name:	 	Peter Lori	
Title:	 	Executive Vice President and Chief Accounting Officer	

Signature Page to Univision Second Amendment

			
UNIMAS CHICAGO LLC	
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.	
UNIVISION RADIO BROADCASTING TEXAS, L.P.	
UNIVISION RADIO ILLINOIS, INC.	
WLII/WSUR LICENSE PARTNERSHIP, G.P.	
WUVC LICENSE PARTNERSHIP G.P.	
		
By:	 	/s/ Peter Lori	
Name:	 	Peter Lori	
Title:	 	Vice President, Assistant Secretary and Assistant Treasurer	
 
Signature Page to Univision Second Amendment

							
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, 2013 New First-Lien Term Loan Lender, 2013 Extended Revolving Credit Lender and First-Lien Collateral Agent	
			
	 	By:	 	/s/ Anca Trifan	
	 		 	Name:	 	Anca Trifan	
	 		 	Title:	 	Managing Director	
			
	 	By:	 	/s/ Dusan Lazarov	
	 		 	Name:	 	Dusan Lazarov	
	 		 	Title:	 	Director	
 
Signature Page to Univision Second Amendment

SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT; FIRST AMENDMENT TO INTERCREDITOR AGREEMENT; AND FIRST AMENDMENT TO FIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, WITH RESPECT TO, INTER ALIA , THE CREDIT AGREEMENT, DATED AS OF MARCH 29, 2007, AS AMENDED AS OF JUNE 19, 2009, AS AMENDED AND RESTATED AS OF OCTOBER 26, 2010, AND AS FURTHER AMENDED AS OF AUGUST 21, 2012, AMONG UNIVISION COMMUNICATIONS INC., UNIVISION OF PUERTO RICO INC., DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, AND VARIOUS LENDERS AND AGENTS PARTY THERETO
By executing this signature page:
 
A.	as a 2013 Converting Existing First-Lien Term Loan Lender, the undersigned institution agrees (i) to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to convert all or a portion of its Existing First-Lien Term Loans into a 2013 Converted Existing First-Lien Term Loan on the Second Amendment Effective Date in a principal amount equal to its Allocated Existing Term Loan Converted Amount; and/or	
 
B.	as a 2013 Converting Extended First-Lien Term Loan Lender, the undersigned institution agrees (i) to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to convert all or a portion of its Extended First-Lien Term Loans into a 2013 Converted Extended First-Lien Term Loan on the Second Amendment Effective Date in a principal amount equal to its Allocated Extended Term Loan Converted Amount; and/or	
 
C.	as a 2013 New First-Lien Term Loan Lender, the undersigned institution agrees (i) to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to make a 2013 New First-Lien Term Loan on the Second Amendment Effective Date in a principal amount set forth opposite its name on Schedule 1 hereto; and/or	
 
D.	as a 2013 Extended Revolving Credit Lender, the undersigned institution (i) agrees to the terms of the Second Amendment and (ii) on the terms and subject to the conditions set forth in the Second Amendment and the Credit Agreement (as amended by the Second Amendment), to provide a 2013 Extended Revolving Credit Commitment in the amount set forth opposite its name on Schedule 1 hereto; and/or	
 
E.	as a Lender, the undersigned institution agrees to the terms of the Second Amendment.	
 
Signature Page to Univision Second Amendment

SCHEDULE 1
2013 NEW FIRST-LIEN TERM LOAN COMMITMENTS

2013 New First-Lien Term Loan Lender	  	2013 New First-Lien Term Loan Commitment	 	
Deutsche Bank AG New York Branch	  	$	1,100,000,000	  	
2013 EXTENDED REVOLVING CREDIT COMMITMENTS

2013 Extended Revolving Credit Lender	  	2013 Extended Revolving Credit Commitment	 	
Deutsche Bank AG New York Branch	  	$	125,000,000	  	
Bank of America, N.A.	  	$	90,000,000	  	
Barclays Bank PLC	  	$	80,000,000	  	
Credit Suisse AG, Cayman Islands Branch	  	$	70,000,000	  	
Wells Fargo Bank, National Association	  	$	62,622,405.27	  	
Natixis, New York Branch	  	$	35,000,000	  	
Mizuho Corporate Bank, Ltd.	  	$	25,000,000	  	

Exhibit 10.1(c)
Execution Version
THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 29, 2013 (this “ Third Amendment ”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “ Subsidiary Borrower ” and, together with the US Borrower, the “ Borrowers ”, and, each, a “ Borrower ”), DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “ Administrative Agent ”), the 2013 Incremental Term Loan Lenders party hereto, the 2013 Incremental Revolving Credit Lenders (as defined below) and the 2013 Refinancing Term Loan Lenders party hereto (with capitalized terms used, but not otherwise defined, in this paragraph and the recitals below to be defined as provided in Section 1 below).
R E C I T A L S
WHEREAS, the Borrowers have previously entered into that certain Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010, as further amended as of August 21, 2012 and as further amended as of February 28, 2013 (as the same has been so amended, restated and/or otherwise modified prior to the date hereof, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and the Administrative Agent and the other agents party thereto.
WHEREAS, the US Borrower has hereby notified the Administrative Agent that it is requesting (i) an Incremental Amendment to (x) incur Incremental Term Loans and (y) provide for a Revolving Commitment Increase, in each case, pursuant to Section 2.24 of the Credit Agreement and (ii) a Refinancing Amendment to incur Other First-Lien Term Loans pursuant to Section 2.25 of the Credit Agreement;
WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the US Borrower may (x) incur Incremental Term Loans and (y) establish Revolving Commitment Increases, in each case, by, among other things, entering into an Incremental Amendment with each Lender and/or Additional Lender agreeing to provide such Incremental Term Loans and/or Revolving Commitment Increases, as applicable, and the Administrative Agent;
WHEREAS, the US Borrower has requested that the 2013 Incremental Term Loan Lenders extend credit to the US Borrower in the form of 2013 Incremental Term Loans in an aggregate principal amount of $400,000,000.00 on the terms and subject to the conditions set forth herein;
WHEREAS, the 2013 Incremental Term Loan Lenders have indicated a willingness to provide the 2013 Incremental Term Loans on the terms and subject to the conditions herein;
WHEREAS, the US Borrower has requested that the 2013 Incremental Revolving Credit Lenders extend credit to the Borrowers in the form of 2013 Revolving Commitment Increases in an aggregate principal amount of $62,377,594.73 on the terms and subject to the conditions herein;
WHEREAS, the 2013 Incremental Revolving Credit Lenders have indicated a willingness to provide the 2013 Revolving Commitment Increases on the terms and subject to the conditions herein;
WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the US Borrower may incur Other First-Lien Term Loans by, among other things, entering into a Refinancing Amendment with each Lender and/or Additional Lender agreeing to provide such Other First-Lien Term Loans and the Administrative Agent;

WHEREAS, the US Borrower has requested that the 2013 Refinancing Term Loan Lenders extend credit to the US Borrower in the form of 2013 Refinancing Term Loans in an aggregate principal amount of $100,000,000.00 on the terms and subject to the conditions set forth herein; and
WHEREAS, the 2013 Refinancing Term Loan Lenders have indicated a willingness to provide the 2013 Refinancing Term Loans on the terms and subject to the conditions herein;
WHEREAS, (i) each of Deutsche Bank Securities Inc. (“ DBSI ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”), Barclays Bank PLC (“ Barclays ”), Credit Suisse Securities (USA) LLC (“ CS Securities ”), Wells Fargo Securities, LLC (“ Wells ”), Natixis, New York Branch (“ Natixis ”), Mizuho Corporate Bank, Ltd. (“ Mizuho ”) and JPMorgan Chase Bank, N.A. (“ JPM ”) shall act as joint lead arrangers and joint book running managers, (ii) each of DBSI and MLPFS shall act as syndication agent and (iii) each of Barclays, CS Securities, Wells (on behalf of Wells Fargo Bank, N.A.), Natixis, Mizuho and JPM shall act as co-documentation agents, in each case with respect to this Third Amendment and the 2013 Incremental Term Loans and 2013 Refinancing Term Loans provided for hereunder.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms; Rules of Construction . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this Third Amendment, including the terms defined in the preamble and recitals hereto.
SECTION 2. Amendments to the Credit Agreement . (a) This Third Amendment constitutes (i) an Incremental Amendment pursuant to which (x) a new Class and Series of 2013 Incremental Term Loans is established under Section 2.24 of the Credit Agreement and (y) a Revolving Commitment Increase is established under Section 2.24 of the Credit Agreement in each case, upon the occurrence of the Third Amendment Effective Date (as defined below) and (ii) a Refinancing Amendment pursuant to which a new Series of 2013 Refinancing Term Loans is established under Section 2.25 of the Credit Agreement upon the occurrence of the Third Amendment Effective Date.
(b) Effective as of the Third Amendment Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Annex A .
(c) Pursuant to Section 2.25 of the Credit Agreement, the 2013 Refinancing Term Loans shall have the following terms (in each case, determined after giving effect to all amendments to the Credit Agreement pursuant to Section 2(b) above on the Third Amendment Effective Date immediately prior to the consummation of the 2013 Incremental Term Loan Conversion):
Applicable Percentage . The Applicable Percentage with respect to the 2013 Refinancing Term Loans shall be identical to the Applicable Percentage for 2013 Incremental Term Loans as set forth in clause (e)  of the definition of “Applicable Percentage”.
Floor . The “floor” in the definition of Adjusted LIBO Rate applicable to a Eurodollar Borrowing of 2013 Refinancing Term Loans shall be identical to that applicable to a Eurodollar Borrowing of 2013 Incremental Term Loans.
 
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Optional Prepayments . The 2013 Refinancing Term Loans may be optionally prepaid on the same terms as 2013 Incremental Term Loans as provided in Section 2.12 of the Credit Agreement.
Mandatory Prepayments . The 2013 Refinancing Term Loans shall be subject to mandatory prepayments on the same basis as 2013 Incremental Term Loans as set forth in Section 2.13 of the Credit Agreement.
Scheduled Amortization . The 2013 Refinancing Term Loans shall be subject to scheduled amortization payments on the same basis as 2013 Incremental Term Loans as set forth in clause (vi)  of the first sentence of Section 2.11(a) of the Credit Agreement.
Maturity Date . The maturity date of the 2013 Refinancing Term Loans shall be March 1, 2020.
Soft-Call Protection . The 2013 Refinancing Term Loans shall be subject to call protection on the same terms as provided for 2013 Incremental Term Loans in Section 2.05(d)(2) of the Credit Agreement.
Credit Agreement Governs . The 2013 Refinancing Term Loans shall in all other respects have terms identical to the 2013 Incremental Term Loans and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.
(d) Subject to Section 2(e) below, on the Third Amendment Effective Date, each Person executing this Third Amendment in its capacity as a 2013 Incremental Term Loan Lender or a 2013 Refinancing Term Loan Lender shall become (or, if already a Lender prior to the Third Amendment Effective Date, remain) a “Lender”, an “Other First-Lien Term Loan Lender”, a “Term Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender holding (i) the 2013 Incremental Term Loan Commitments and 2013 Incremental Term Loans, in the case of the 2013 Incremental Term Loan Lenders or (ii) the 2013 Refinancing Term Loan Commitments and 2013 Refinancing Term Loans, in the case of the 2013 Refinancing Term Loan Lenders, as the case may be.
(e) Immediately following the incurrence of 2013 Refinancing Term Loans on the Third Amendment Effective Date (and the application of the Net Cash Proceeds thereof as contemplated by Section 4(f) of this Third Amendment), (x) all such 2013 Refinancing Term Loans shall automatically (and without any further action or notice by any party) be deemed “designated” as an increase to the then outstanding 2013 Incremental Term Loans as contemplated by Section 2.25 of the Credit Agreement, and shall thereupon convert into, and become, 2013 Incremental Term Loans for all purposes of the Credit Agreement (as modified by this Third Amendment) and the other Loan Documents (the “ 2013 Incremental Term Loan Conversion ”) and (y) each 2013 Refinancing Term Loan Lender shall become a 2013 Incremental Term Loan Lender under the Credit Agreement (as modified by this Third Amendment); provided that, for the avoidance of doubt, the 2013 Refinancing Term Loans shall not constitute Incremental Term Loans or 2013 Incremental Term Loans for purposes of the third sentence of Section 2.24(a) of the Credit Agreement.
(f) Each Person executing this Third Amendment as a “2013 Incremental Revolving Credit Lender” (each such Person, in such capacity, a “ 2013 Incremental Revolving Credit Lender ”) hereby severally agrees to provide an increase to the 2013 Extended Revolving Credit Commitments (each, a “ 2013 Revolving Commitment Increase ” and, collectively, the “ 2013 Revolving Commitment Increases ”) in the amount set forth opposite its name under the column entitled “2013 Extended
 
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Revolving Credit Commitments” in Part C of Schedule I attached hereto, with such increase to be effective as of the Third Amendment Effective Date. The parties hereby agree that on the Third Amendment Effective Date (after giving effect to the 2013 Revolving Commitment Increases effected hereby), (1) the Total Revolving Credit Commitment and the aggregate amount of the 2013 Extended Revolving Credit Commitments under the Credit Agreement shall increase by the amount of the 2013 Revolving Commitment Increase of each 2013 Incremental Revolving Credit Lender effected hereby, (2) there shall be an automatic adjustment to the Pro Rata Percentage of each 2013 Extended Revolving Credit Lender in the aggregate L/C Exposure and the aggregate Swingline Exposure to reflect the new Pro Rata Percentage of each 2013 Extended Revolving Credit Lender in the aggregate L/C Exposure and the aggregate Swingline Exposure resulting from the 2013 Revolving Commitment Increases and (3) the Borrowers and the Administrative Agent, as the case may be, shall take all actions, if any, required by clause (i) of the last sentence of Section 2.24(b) of the Credit Agreement. The 2013 Revolving Commitment Increases shall (i) become a part of the 2013 Extended Revolving Credit Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Revolving Credit Exposure, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the 2013 Extended Revolving Credit Commitments (and related Revolving Credit Exposure) under the Credit Agreement and the other Loan Documents.
(g) On the Third Amendment Effective Date, each Person executing this Third Amendment in its capacity as a 2013 Incremental Revolving Credit Lender shall become (or, if already a Lender prior to the Third Amendment Effective Date, remain) a “Lender”, a “Revolving Credit Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender holding 2013 Extended Revolving Credit Commitments (and related Revolving Credit Exposure).
SECTION 3. Representations and Warranties . To induce the other parties hereto to enter into this Third Amendment, the Borrowers hereby represent and warrant to each other party hereto that, as of the Third Amendment Effective Date: (i) the Third Amendment has been duly authorized, executed and delivered by it and each of this Third Amendment and the Credit Agreement (as amended hereby) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) after giving effect to this Third Amendment and the transactions contemplated by this Third Amendment, no Default or Event of Default has occurred and is continuing; (iii) the execution, delivery and performance of this Third Amendment and the performance of the Credit Agreement (as amended hereby), the incurrence of the 2013 Incremental Term Loans and the 2013 Refinancing Term Loans, the provision of the 2013 Revolving Commitment Increases and the consummation of the 2013 Incremental Term Loan Conversion (x) shall not violate any provision of (1) any applicable law, statute, rule or regulation or order of any Governmental Authority, (2) the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (3) the Senior Notes Documentation, the New Senior Secured Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (4) any other indenture, agreement or other instrument to which the US Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (y) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (1) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (2) any other such indenture, agreement or other instrument or (z) result in the creation or imposition of any Lien upon or with respect
 
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to any property or assets now owned or hereafter acquired by the Borrowers or any Restricted Subsidiary (other than Permitted Liens), except, with respect to clauses (x)(1) , (x)(4) , (y)(2) or (z)  above to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.
SECTION 4. Conditions of Effectiveness of this Third Amendment . This Third Amendment shall become effective as of the first date (the “ Third Amendment Effective Date ”) on which each of the following conditions shall have been satisfied (which, in the case of clauses (f) , (g)  and (h)  below, may be substantially concurrent with the satisfaction of the other conditions specified below and immediately after the incurrence of 2013 Incremental Term Loans on such date):
(a) The Administrative Agent shall have received a notice of the borrowing of the 2013 Incremental Term Loans and 2013 Refinancing Term Loans as required by Section 2.03 of the Credit Agreement.
(b) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, each of the other Loan Parties, each of the 2013 Incremental Term Loan Lenders, each of the 2013 Incremental Revolving Credit Lenders, each of the 2013 Refinancing Term Loan Lenders and the Administrative Agent.
(c) All of the conditions specified in Sections 2.24 and 2.25 of the Credit Agreement (as modified by this Third Amendment) with respect to the incurrence of the 2013 Incremental Term Loans and the 2013 Refinancing Term Loans and the provision of the 2013 Revolving Commitment Increases shall have been satisfied, and the Administrative Agent shall have received a certificate signed by a Responsible Officer of the US Borrower certifying (i) that the conditions precedent set forth in Sections 4.01(b) and (c)  of the Credit Agreement have been satisfied on and as of the Third Amendment Effective Date and (ii) as to compliance with the requirements of Sections 2.24 and 2.25 of the Credit Agreement.
(d) The Administrative Agent shall have received a legal opinion of Weil, Gotshal & Manges LLP, special counsel to the Borrowers, addressed to the Lenders, the 2013 Incremental Term Loan Lenders, the 2013 Refinancing Term Loan Lenders, the Administrative Agent, the Swingline Lenders and the Issuing Banks, dated the Third Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
(e) The Administrative Agent shall have received (i) a certificate from the Chief Financial Officer of the US Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying that, after giving effect to this Third Amendment, the US Borrower and its Restricted Subsidiaries (on a consolidated basis) are Solvent, (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the State of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and (iii) a closing certificate executed by a Responsible Officer of each Borrower, dated the Third Amendment Effective Date, reasonably acceptable to the Administrative Agent, certifying as to the incumbency and specimen signature of each officer of a Loan Party executing this Third Amendment or any other document delivered in connection herewith on behalf of any Loan Party and attaching (A) a true and complete copy of the certificate of incorporation (or other applicable charter document) of each of the Borrowers, including all amendments thereto, as in effect on the Third Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (e)(ii) above, (B) a
 
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true and complete copy of the by-laws (or other applicable operating agreements) of each Borrower as in effect on the Third Amendment Effective Date, and (C) a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body or any committee thereof) of each Loan Party authorizing the execution, delivery and performance of this Third Amendment and the performance of the Credit Agreement (as amended by this Third Amendment) and the other Loan Documents and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(f) An amount equal to the Net Cash Proceeds from the incurrence of the 2013 Refinancing Term Loans shall have been applied to make a mandatory prepayment of Term Loans pursuant to, and in accordance with the requirements of, Section 2.13(d)(ii) of the Credit Agreement (as modified hereby) and all accrued but unpaid interest, fees and premiums (if any) with respect to all Term Loans subject to such prepayment, as well as any amounts payable pursuant to Section 2.16 of the Credit Agreement, shall have been paid in full.
(g) The Borrowers shall have prepaid all outstanding 2013 Extended Revolving Loans on or prior to the date hereof, which prepayment shall be accompanied by accrued interest on the 2013 Extended Revolving Loans and any costs incurred by any Lender in accordance with Section 2.16 .
(h) The US Borrower shall have paid to the Administrative Agent, for the account of each Incremental Revolving Credit Lender, an initial yield payment (the “ 2013 Revolving Commitment Increase Upfront Fee ”) equal to 0.50% of the aggregate amount of the 2013 Revolving Commitment Increase of each 2013 Incremental Revolving Credit Lender, with each such payment to be earned by, and payable to, each such Incremental Revolving Credit Lender on the Third Amendment Effective Date, which 2013 Revolving Commitment Increase Upfront Fee shall be payable in immediately available funds and, once paid, be non-refundable.
(i) The Borrowers, the Loan Parties and the Collateral Agent shall have duly executed and delivered to the Administrative Agent a “Representative Supplement” with respect to the First-Lien Intercreditor Agreement, dated the Third Amendment Effective Date, in substantially the form attached as Annex II to the First-Lien Intercreditor Agreement.
SECTION 5. Post-Closing Requirements . Within 30 days after the Third Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the US Borrower shall deliver to the Administrative Agent:
(a) an amendment to each existing First-Lien Mortgage, in form and substance reasonably acceptable to the Administrative Agent;
(b) an opinion of counsel in each state where each First-Lien Mortgage amendment is to be recorded, in form and substance and from counsel reasonably acceptable to the Administrative Agent; and
(c) a title search confirming that each existing First-Lien Mortgage, as amended, is a first priority Lien on the property encumbered thereby, subject to Permitted Liens.
SECTION 6. Effect of Amendment . (a) Except as expressly set forth in this Third Amendment or in the Credit Agreement, this Third Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in
 
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any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including, without limitation, all 2013 Incremental Term Loans, the Revolving Credit Exposure related to the 2013 Revolving Commitment Increases and all 2013 Refinancing Term Loans), in each case, as amended by this Third Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Credit Agreement (as amended by this Third Amendment). This Third Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(c) The parties hereto confirm that no novation of any kind has occurred as a result of, or in connection with, this Third Amendment or otherwise, any such novation being hereby expressly disclaimed.
SECTION 7. Costs and Expenses . The Borrowers hereby agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Third Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case, as required to be reimbursed pursuant to the Credit Agreement.
SECTION 8. Reaffirmation . By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, as applicable, the 2013 Incremental Term Loans, the Revolving Credit Exposure related to the 2013 Revolving Commitment Increases and 2013 Refinancing Term Loans) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment, after giving effect to this Third Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 Incremental Term Loans, the Revolving Credit Exposure relating to the 2013 Revolving Commitment Increases and the 2013 Refinancing Term Loans), in each case after giving effect to this Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Third Amendment.
SECTION 9. GOVERNING LAW . THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.07 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS THIRD AMENDMENT AND SHALL APPLY TO THIS THIRD AMENDMENT, MUTATIS MUTANDIS .
 
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SECTION 10. Counterparts . This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Third Amendment shall be effective as delivery of an original executed counterpart of this Third Amendment.
SECTION 11. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Third Amendment.
SECTION 12. Severability . Section 9.12 of the Credit Agreement is hereby incorporated by reference into this Third Amendment and shall apply to this Third Amendment, mutatis mutandis .
[ Remainder of page intentionally blank. ]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
			
	 	By:	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President and	
	 		 		 	Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
			
	 	By:	 	/ S / Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President and	
	 		 		 	Chief Accounting Officer	
 
Signature Page to Univision Third Amendment

	
BROADCAST MEDIA PARTNERS HOI DINGS, INC	
EL TRATO, INC.	
GALAVISION, INC.	
HPN NUMBERS, INC.	
KAKW LICENSE PARTNERSHIP, L.P.	
KCYT-J’M LICENSE CORP.	
KDTV LICENSE PARTNERSHIP, G.P.	
KECS-FM LICENSE CORP.	
KESS-AM LICENSE CORP.	
KESS-TV LICENSE CORP	
KFTV LICENSE PARTNERSHIP, G.P.	
KHCK-FM LICENSE CORP.	
KICI-AM LICENSE CORP.	
KICI-FM LICENSE CORP.	
KLSQ-AM LICENSE CORP.	
KLVE-FM LICENSE CORP.	
KMEX LICENSE PARTNERSHIP, G.P.	
KMRT-AM LICENSE CORP.	
KTNQ-AM LICENSE CORP.	
KTVW LICENSE PARTNERSHIP, G.P.	
KUVI LICENSE PARTNERSHIP, G.P.	
KUVN LICENSE PARTNERSHIP, L.P.	
KUVS LICENSE PARTNERSHIP, G.P.	
KWEX LICENSE PARTNERSHIP, L.P.	
KXLN LICENSE PARTNERSHIP, L.P.	
LICENSE CORP. NO. 1	
LICENSE CORP. NO. 2	
PTI HOLDINGS, INC.	
SERVICIO DE INFORMACION PROGRAMATIVA, INC.	
STATION WORKS, LLC	
THE UNIVISION NETWORK LIMITED PARTNERSHIP	
TICHENOR LICENSE CORPORATION	
TMS LICENSE CALIFORNIA, INC.	
UFERTAS, LLC	
UNIMAS ALBUQUERQUE LLC	
UNIMAS BAKERSFIELD LLC	
UNIMAS BOSTON LLC	
UNIMAS D.C. LLC	
UNIMAS DALLAS LLC	
UNIMAS FRESNO LLC	
UNIMAS HOUSTON LLC	
UNIMAS LOS ANGELES LLC	
UNIMAS MIAMI LLC	
UNIMAS NETWORK	
UNIMAS OF SAN FRANCISCO, INC.	
UNIMAS ORLANDO INC.	
UNIMAS PARTNERSHIP OF DOUGLAS	
UNIMAS PARTNERSHIP OF FLAGSTAFF	
UNIMAS PARTNERSHIP OF FLORESVILLE	
UNIMAS PARTNERSHIP OF PHOENIX	
UNIMAS PARTNERSHIP OF SAN ANTONIO	
UNIMAS PARTNERSHIP OF TUCSON	
UNIMAS SACRAMENTO LLC	
UNIMAS SAN FRANCISCO LLC	
UNMAS SOUTHWEST LLC	
UNIMAS TAMPA LLC	
UNIMAS TELEVISION GROUP. INC.	
UNIVISION ATLANTA LLC	
UNIVISION CLEVELAND LLC	
UNIVISION EMERGING NETWORKS, LLC	
UNIVISION ENTERPRISES, LLC	
UNIVISION FINANCIAL MARKETING, INC.	

UNIVISION HOME ENTERTAINMENT. INC.	
UNIVISION INTERACTIVE MEDIA, INC.	
UNIVISION INVESTMENTS, INC.	
UNIVISION LOCAL MEDIA INC.	
UNIVISION MANAGEMENT CO.	
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC	
UNIVISION NETWORKS & STUDIOS, INC.	
UNIVISION NEW YORK LLC	
UNIVISION OF ATLANTA INC.	
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY	
UNIVISION OF RALEIGH, INC.	
UNIVISION PHILADELPHIA LLC	
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY	
UNIVISION PUERTO RICO STATION OPERATING COMPANY	
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY	
UNIVISION RADIO CORPORATE SALES, INC.	
UNIVISION RADIO FLORIDA, LLC	
UNIVISION RADIO FRESNO, INC	
UNIVISION RADIO GP, INC.	
UNIVISION RADIO HOUSTON LICENSE CORPORATION	
UNIVISION RADIO INVESTMENTS, INC.	
UNIVISION RADIO LAS VEGAS. INC.	
UNIVISION RADIO LICENSE CORPORATION	
UNIVISION RADIO LOS ANGELES, INC.	
UNIVISION RADIO NEW MEXICO, INC.	
UNIVISION RADIO NEW YORK. INC.	
UNIVISION RADIO PHOENIX. INC.	
UNIVISION RADIO SAN DIEGO, INC.	
UNIVISION RADIO SAN FRANCISCO, INC.	
UNIVISION RADIO, INC.	
UNIVISION SERVICES, INC.	
UNIVISION STUDIOS, LLC	
UNIVISION TELEVISION GROUP, INC.	
UNIVISION TEXAS STATIONS LLC	
UNIVISION-EV HOLDINGS, LLC	
UVN TEXAS L.P.	
WADO RADIO, INC.	
WADO-AM LICENSE CORP.	
WGBO LICENSE	
PARTNERSHIP, G.P.	
WLTV LICENSE PARTNERSHIP, G.P.	
WLXX-AM LICENSE CORP.	
WPAT-AM LICENSE CORP.	
WQBA-AM LICENSE CORP	
WQBA-FM LICENSE CORP.	
		
By:	 	/s/ Peter Lori	
	 	Name:	 	Peter Lori	
	 	Title:	 	Executive Vice President and Chief Accounting Officer	

Signature Page to Univision Third Amendment

							
UNIMAS CHICAGO LLC	
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.	
UNIVISION RADIO BROADCASTING TEXAS, L.P.	
UNIVISION RADIO ILLINOIS, INC.	
WLIIIWSUR LICENSE PARTNERSHIP, G.P.	
WUVC LICENSE PARTNERSHIP G.P.	
			
	 	By:	 	/s/ Peter Lori	
	 		 	Name:	 	Peter Lori	
	 		 	Title:	 	Vice President, Assistant Secretary and Assistant Treasurer	
 
Signature Page to Univision Third Amendment

							
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, a 2013 Incremental Term Loan Lender, 2013 Incremental Revolving Credit Lender and a 2013 Refinancing Term Loan Lender	
			
	 	By:	 	/s/ Anca Trifan	
	 		 	Name:	 	Anca Trifan	
	 		 	Title:	 	Managing Director	
			
	 	By:	 	/s/ Dusan Lazarov	
	 		 	Name:	 	Dusan Lazarov	
	 		 	Title:	 	Director	
 
Signature Page to Univision Third Amendment

							
JPMORGAN CHASE BANK, N.A, as a 2013 Incremental Revolving Credit Lender	
			
	 	By:	 	/s/ Tina Ruyter	
	 		 	Name:	 	Tina Ruyter	
	 		 	Title:	 	Executive Director	
 
Signature Page to Univision Third Amendment

							
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a 2013 Incremental Revolving Credit Lender	
			
	 	By:	 	/s/ Tray Jones	
	 		 	Name:	 	Tray Jones	
	 		 	Title:	 	Director	
 
Signature Page to Univision Third Amendment

SCHEDULE 1
PART A: 2013 INCREMENTAL TERM LOAN COMMITMENTS

2013 Incremental Term Loan Lender	  	2013 Incremental Term Loan Commitment	 	
Deutsche Bank AG New York Branch	  	$	400,000,000	  	
PART B: 2013 REFINANCING TERM LOAN COMMITMENTS

2013 Refinancing Term Loan Lender	  	2013 Refinancing Term Loan Commitment	 	
Deutsche Bank AG New York Branch	  	$	850,000,000	  	
PART C: 2013 Revolving Commitment Increase

2013 Incremental Revolving Lender	  	2013 Extended Revolving Credit Commitment	 	
JPMorgan Chase Bank, N.A.	  	$	62,000,000.00	  	
Wells Fargo Bank, National Association	  	$	377,594.73	  	

Exhibit 10.1(d)
EXECUTION VERSION
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 23, 2014 (this “ Fourth Amendment ”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “ Subsidiary Borrower ” and, together with the US Borrower, the “ Borrowers ” and, each, a “ Borrower ”), DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as Administrative Agent under the Credit Agreement (as each such term is defined below), the Replacement First-Lien Term Loan Lenders (as defined below) party hereto and certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement (the “ Required Lenders ”).
WHEREAS, the Borrowers have previously entered into that certain Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010, as further amended as of August 21, 2012, as further amended as of February 28, 2013 and as further amended as of May 29, 2013 (as the same has been so amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and DBNY, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and first-lien collateral agent and the other agents party thereto.
WHEREAS, the Borrowers have requested, and (a) the Persons party hereto as “Replacement Converting First-Lien Term Loan Lenders” (the “ Replacement Converting First-Lien Term Loan Lenders ”) have agreed, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby) to convert all or a portion of their (i) 2013 Converted Existing First-Lien Term Loans, (ii) 2013 Converted Extended First-Lien Term Loans and (iii) 2013 New First-Lien Term Loans, in each case, into Replacement Converted First-Lien Term Loans (as defined in the Credit Agreement as amended hereby) in a principal amount for each such Replacement Converting First-Lien Term Loan Lender equal to its Allocated Replacement Term Loan Conversion Amount (as such term is defined in the Credit Agreement as amended hereby) and (b) each Person party hereto as a “Replacement New First-Lien Term Loan Lender” (each, a “ Replacement New First-Lien Term Loan Lender ” and, together with the Replacement Converting First-Lien Term Loan Lenders, the “ Replacement First-Lien Term Loan Lenders ”) has severally agreed to make, subject to the terms and conditions contained herein and in the Credit Agreement (as amended hereby), a Replacement New First-Lien Term Loan (as defined in the Credit Agreement as amended hereby) in an aggregate principal amount equal to its Replacement New First-Lien Term Loan Commitment (as defined in the Credit Agreement as amended hereby).
WHEREAS, in accordance with Section 9.08 of the Credit Agreement, the Borrowers have requested, and the Administrative Agent, the Required Lenders and each Replacement First-Lien Term Loan Lender have agreed, to amend and waive certain provisions of the Credit Agreement on the terms and subject to the conditions set forth herein.
WHEREAS, (i) each of Deutsche Bank Securities Inc. (“ DBSI ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPFS ”), Barclays Bank PLC (“ Barclays ”), Credit Suisse Securities (USA) LLC (“ CS Securities ”), Wells Fargo Securities, LLC (“ Wells ”),

JPMorgan Chase Bank, N.A. (“ JPM ”), Natixis, New York Branch (“ Natixis ”) and Mizuho Bank, Ltd. (“ Mizuho ”) shall act as joint lead arrangers and joint book running managers, (ii) each of DBSI and MLPFS shall act as syndication agent and (iii) each of Barclays, CS Securities, Wells (on behalf of Wells Fargo Bank, N.A.), JPM, Natixis and Mizuho shall act as co-documentation agents, in each case with respect to this Fourth Amendment and the Replacement First-Lien Term Loans (as defined in the Credit Agreement as amended hereby) provided for hereunder.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms; Rules of Construction . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this Fourth Amendment, including the terms defined in the preamble and recitals hereto.
SECTION 2. Amendments to the Credit Agreement . (a) Effective as of the Fourth Amendment Effective Date (as defined below), and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to (i) incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Annex A and (ii) incorporate as Schedule 2.11(A) to the Credit Agreement the schedule attached hereto as Annex B .
(b) Each Person executing this Fourth Amendment in its capacity as a Replacement First-Lien Term Loan Lender shall become (or, if already a Lender prior to the Fourth Amendment Effective Date, remain) a “Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement as a Lender holding (i) the Replacement New First-Lien Term Loan Commitments and Replacement New First-Lien Term Loans, in the case of all Replacement New First-Lien Term Loan Lenders and (ii) Replacement Converted First-Lien Term Loans, in the case of all Replacement Converting First-Lien Term Loan Lenders, as the case may be.
(c) Immediately following the incurrence of the Replacement New First-Lien Term Loans and the Replacement Converted First-Lien Term Loans (pursuant to the Replacement Term Loan Conversion) on the Fourth Amendment Effective Date, all such Replacement New First-Lien Term Loans and Replacement Converted First-Lien Term Loans shall automatically (and without any further action or notice by any party) be consolidated into a single Class of Replacement First-Lien Term Loans for all purposes of the Credit Agreement (as modified by this Fourth Amendment) and the other Loan Documents (the “ Replacement Term Loan Consolidation ”).
SECTION 3. Representations and Warranties . To induce the other parties hereto to enter into this Fourth Amendment, the Borrowers hereby represent and warrant to each other party hereto that, as of the Fourth Amendment Effective Date: (i) this Fourth Amendment has been duly authorized, executed and delivered by it and each of this Fourth Amendment and the Credit Agreement (as amended hereby) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
 
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reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) at the time of or after giving effect to this Fourth Amendment and the transactions contemplated by this Fourth Amendment, no Default or Event of Default has occurred and is continuing; (iii) the execution, delivery and performance of this Fourth Amendment and the performance of the Credit Agreement (as amended hereby), the incurrence of the Replacement New First-Lien Term Loans, the incurrence of the Replacement Converted First-Lien Term Loans pursuant to the Replacement Term Loan Conversion and the Replacement Term Loan Consolidation, in each case, (x) shall not violate any provision of (1) any applicable law, statute, rule or regulation or order of any Governmental Authority, (2) the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (3) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (4) any other indenture, agreement or other instrument to which the US Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (y) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (1) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (2) any other such indenture, agreement or other instrument or (z) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrowers or any Restricted Subsidiary (other than Permitted Liens), except, with respect to clauses (x)(1) , (x)(4) , (y)(2) or (z)  above to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.
SECTION 4. Conditions of Effectiveness of this Fourth Amendment . This Fourth Amendment shall become effective as of the first date (the “ Fourth Amendment Effective Date ”) on which each of the following conditions shall have been satisfied (which, in the case of clause (e)  below, may be substantially concurrent with the satisfaction of the other conditions specified below):
(a) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, each of the other Loan Parties, the Lenders constituting Required Lenders, the Administrative Agent and Replacement First-Lien Term Loan Lenders agreeing to provide Replacement First-Lien Term Loans (either pursuant to a Conversion Election (in the case of Replacement Converting First-Lien Term Loan Lenders) or by the provision of Replacement New First-Lien Term Loan Commitments (in the case of Replacement New First-Lien Term Loan Lenders), as the case may be) having an initial aggregate principal amount of at least $1,500,000,000.
(b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the US Borrower certifying that the conditions precedent set forth in Sections 4.01(b) and (c) of the Credit Agreement have been satisfied on and as of the Fourth Amendment Effective Date.
 
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(c) The Administrative Agent shall have received a legal opinion of Sidley Austin LLP, special counsel to the Borrowers, addressed to the Lenders, the Replacement First-Lien Term Loan Lenders and the Administrative Agent, dated the Fourth Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received (i) a certificate from the Chief Financial Officer of the US Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying that, after giving effect to this Fourth Amendment, the US Borrower and its Restricted Subsidiaries (on a consolidated basis) are Solvent, (ii) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the State of such Loan Party’s jurisdiction of organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and (iii) a closing certificate executed by a Responsible Officer of each Borrower, dated the Fourth Amendment Effective Date, reasonably acceptable to the Administrative Agent, certifying as to the incumbency and specimen signature of each officer of a Loan Party executing this Fourth Amendment or any other document delivered in connection herewith on behalf of any Loan Party and attaching (A) a true and complete copy of the certificate of incorporation (or other applicable charter document) of each of the Borrowers, including all amendments thereto, as in effect on the Fourth Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (d)(ii) above, (B) a true and complete copy of the by-laws (or other applicable operating agreements) of each Borrower as in effect on the Fourth Amendment Effective Date, and (C) a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body or any committee thereof) of each Loan Party authorizing the execution, delivery and performance of this Fourth Amendment and the performance of the Credit Agreement (as amended by this Fourth Amendment) and the other Loan Documents and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(e) An amount equal to the Net Cash Proceeds from the incurrence of the Replacement New First-Lien Term Loans, less the sum of all accrued but unpaid interest with respect to the 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans and 2013 New First-Lien Term Loans, in each case to be prepaid as of the Fourth Amendment Effective Date, shall have been applied (immediately following the consummation of the Replacement Term Loan Conversion) to make an optional prepayment of 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans and 2013 New First-Lien Term Loans not subject to the Replacement Term Loan Conversion (on a ratable basis between such Classes) pursuant to, and in accordance with the requirements of, Section 2.12 of the Credit Agreement (as modified hereby) and all accrued but unpaid interest, fees and premiums (if any) with respect to all such 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans, and 2013 New First-Lien Term Loans (irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement), as well as any amounts payable pursuant to Section 2.16 of the Credit Agreement (as modified hereby), shall have been paid in full.
 
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(f) The Borrowers, the Loan Parties and the Collateral Agent shall have duly executed and delivered to the Administrative Agent a “Representative Supplement” with respect to the First-Lien Intercreditor Agreement, dated the Fourth Amendment Effective Date, in substantially the form attached as Annex II to the First-Lien Intercreditor Agreement.
SECTION 5. Post-Closing Requirements . At the request of the Administrative Agent, within 60 days after the Fourth Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the US Borrower shall deliver to the Administrative Agent:
(a) an amendment to each existing First-Lien Mortgage, in form and substance reasonably acceptable to the Administrative Agent;
(b) an opinion of counsel in each state where each First-Lien Mortgage amendment is to be recorded, in form and substance and from counsel reasonably acceptable to the Administrative Agent; and
(c) a title search confirming that each existing First-Lien Mortgage, as amended, is a first priority Lien on the property encumbered thereby, subject to Permitted Liens.
SECTION 6. Waivers and Consents to Credit Agreement . The Required Lenders hereby waive (and direct the Administrative Agent to waive), (i) the provisions of Section 2.03 of the Credit Agreement requiring three Business Days’ prior written notice of the proposed Eurodollar Borrowing of the Replacement First-Lien Term Loans on the Fourth Amendment Effective Date and (ii) subject to Section 2.16 of the Credit Agreement, the provision in Section 2.12 of the Credit Agreement requiring three Business Days’ prior written notice of the prepayment of Term Loans maintained as Eurodollar Loans to the extent (and only to the extent) financed with the proceeds of Replacement New First-Lien Term Loans and/or Additional Senior Secured Notes, but only so long as the Borrowers shall have provided the Administrative Agent notice of the proposed Borrowing of Replacement New First-Lien Term Loans and/or issuance of Additional Senior Secured Notes and the prepayment of the Term Loans before 12:00 noon (New York time) on the Business Day on which such Borrowing, termination or prepayment is to be made, and subject, in the case of preceding clause (i), to the terms of Section 2.10(c) of the Credit Agreement (as amended hereby).
SECTION 7. Effect of Amendment . (a) Except as expressly set forth in this Fourth Amendment or in the Credit Agreement, this Fourth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including all Replacement First-Lien Term Loans), in each case, as amended by this Fourth Amendment.
 
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Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Credit Agreement (as amended by this Fourth Amendment). This Fourth Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(c) The parties hereto confirm that no novation of any kind has occurred as a result of, or in connection with, this Fourth Amendment or otherwise, any such novation being hereby expressly disclaimed.
SECTION 8. Costs and Expenses . The Borrowers hereby agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Fourth Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case, as required to be reimbursed pursuant to the Credit Agreement.
SECTION 9. Reaffirmation . By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the Replacement New First-Lien Term Loans incurred by the US Borrower and the Replacement Converted First-Lien Term Loans incurred pursuant to the Replacement Term Loan Conversion) and all Revolving Credit Exposure shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, after giving effect to this Fourth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the Replacement New First-Lien Term Loans and the Replacement Converted First-Lien Term Loans), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Fourth Amendment.
SECTION 10. GOVERNING LAW . THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.07 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS FOURTH AMENDMENT AND SHALL APPLY TO THIS FOURTH AMENDMENT, MUTATIS MUTANDIS.
 
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SECTION 11. Counterparts . This Fourth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Fourth Amendment shall be effective as delivery of an original executed counterpart of this Fourth Amendment.
SECTION 12. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Fourth Amendment.
SECTION 13. Severability . Section 9.12 of the Credit Agreement is hereby incorporated by reference into this Fourth Amendment and shall apply to this Fourth Amendment mutatis mutandis .
[ Remainder of page intentionally blank .]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
			
	 	By:	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President and	
	 		 		 	Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
			
	 	By:	 	/s/ Peter H. Lori	
	 		 	Name:	 	Peter H. Lori	
	 		 	Title:	 	Executive Vice President and	
	 		 		 	Chief Accounting Officer	
 
Signature Page to Univision Fourth Amendment

							
BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
			
	 	By:	 	/s/ Andrew W. Hobson	
	 		 	Name:	 	Andrew W. Hobson	
	 		 	Title:	 	Senior Executive Vice President	
	 		 		 	and Chief Financial Officer	
 
Signature Page to Univision Fourth Amendment

	
EL TRATO, INC.	
GALAVISION, INC.	
HPN NUMBERS, INC.	
KAKW LICENSE PARTNERSHIP, L.P.	
KCYT-FM LICENSE CORP.	
KDTV LICENSE PARTNERSHIP, G.P.	
KECS-FM LICENSE CORP.	
KESS-AM LICENSE CORP.	
KESS-TV LICENSE CORP.	
KFTV LICENSE PARTNERSHIP, G.P.	
KHCK-FM LICENSE CORP.	
KICI-AM LICENSE CORP.	
KICI-FM LICENSE CORP.	
KLSQ-AM LICENSE CORP.	
KLVE-FM LICENSE CORP.	
KMEX LICENSE PARTNERSHIP, G.P.	
KMRT-AM LICENSE CORP.	
KTNQ-AM LICENSE CORP.	
KTVW LICENSE PARTNERSHIP, G.P.	
KUVI LICENSE PARTNERSHIP, G.P.	
KUVN LICENSE PARTNERSHIP, L.P.	
KUVS LICENSE PARTNERSHIP, G.P.	
KWEX LICENSE PARTNERSHIP, L.P.	
KXLN LICENSE PARTNERSHIP, L.P.	
LICENSE CORP. NO. 1	
LICENSE CORP. NO. 2	
NEW UNIVISION DEPORTES, LLC	
NEW UNIVISION ENTERPRISES, LLC	
PTI HOLDINGS, INC.	
SERVICIO DE INFORMACION PROGRAMATIVA, INC.	
STATION WORKS, LLC	
THE UNIVISION NETWORK LIMITED PARTNERSHIP	
TICHENOR LICENSE CORPORATION	
TMS LICENSE CALIFORNIA, INC.	
UFERTAS, LLC	
UNIMAS ALBUQUERQUE LLC	
UNIMAS BAKERSFIELD LLC	
UNIMAS BOSTON LLC	
UNIMAS D.C. LLC	
UNIMAS DALLAS LLC	
UNIMAS FRESNO LLC	
UNIMAS HOUSTON LLC	
UNIMAS LOS ANGELES LLC	
UNIMAS MIAMI LLC	
UNIMAS NETWORK	
UNIMAS OF SAN FRANCISCO, INC.	
UNIMAS ORLANDO INC.	
UNIMAS PARTNERSHIP OF DOUGLAS	
UNIMAS PARTNERSHIP OF FLAGSTAFF	
UNIMAS PARTNERSHIP OF FLORESVILLE	
UNIMAS PARTNERSHIP OF PHOENIX	
UNIMAS PARTNERSHIP OF SAN ANTONIO	
UNIMAS PARTNERSHIP OF TUCSON	
UNIMAS SACRAMENTO LLC	
UNIMAS SAN FRANCISCO LLC	
UNIMAS SOUTHWEST LLC	
UNIMAS TAMPA LLC	
UNIMAS TELEVISION GROUP, INC.	
UNIVISION 24/7 LLC	
UNIVISION ATLANTA LLC	
UNIVISION CLEVELAND LLC	
UNIVISION DEPORTES, LLC	
UNIVISION EMERGING NETWORKS, LLC	

UNIVISION ENTERPRISES, LLC	
UNIVISION FINANCIAL MARKETING, INC.	
UNIVISION HOME ENTERTAINMENT, INC.	
UNIVISION INTERACTIVE MEDIA, INC.	
UNIVISION INVESTMENTS, INC.	
UNIVISION LOCAL MEDIA INC.	
UNIVISION MANAGEMENT CO.	
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC	
UNIVISION NETWORKS & STUDIOS, INC.	
UNIVISION NEW YORK LLC	
UNIVISION OF ATLANTA INC.	
UNIVISION OF NEW JERSEY INC.	
UNIVISION OF PUERTO RICO INC.	
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY	
UNIVISION OF RALEIGH, INC.	
UNIVISION PHILADELPHIA LLC	
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY	
UNIVISION PUERTO RICO STATION OPERATING COMPANY	
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY	
UNIVISION RADIO CORPORATE SALES, INC.	
UNIVISION RADIO FLORIDA, LLC	
UNIVISION RADIO FRESNO, INC.	
UNIVISION RADIO GP, INC.	
UNIVISION RADIO HOUSTON LICENSE
CORPORATION	
UNIVISION RADIO INVESTMENTS, INC.	
UNIVISION RADIO LAS VEGAS, INC.	
UNIVISION RADIO LICENSE CORPORATION	
UNIVISION RADIO LOS ANGELES, INC.	
UNIVISION RADIO NEW MEXICO, INC.	
UNIVISION RADIO NEW YORK, INC.	
UNIVISION RADIO PHOENIX, INC.	
UNIVISION RADIO SAN DIEGO, INC.	
UNIVISION RADIO SAN FRANCISCO, INC.	
UNIVISION RADIO, INC.	
UNIVISION SERVICES, INC.	
UNIVISION STUDIOS, LLC	
UNIVISION TELEVISION GROUP, INC.	
UNIVISION TEXAS STATIONS LLC	
UNIVISION TLNOVELAS, LLC	
UNIVISION IP HOLDINGS, LLC	
UVN TEXAS L.P.	
WADO RADIO, INC.	
WADO-AM LICENSE CORP.	
WGBO LICENSE PARTNERSHIP, G.P.	
WLTV LICENSE PARTNERSHIP, G.P.	
WLXX-AM LICENSE CORP.	
WPAT-AM LICENSE CORP.	
WQBA-AM LICENSE CORP.	
WQBA-FM LICENSE CORP.	
WXTV LICENSE PARTNERSHIP, G.P.	

By:	  	/s/ Peter Lori	
Name:	  	Peter Lori	
Title:	  	Executive Vice President and Chief Accounting Officer	

Signature Page to Univision Fourth Amendment

			
UNIMAS CHICAGO LLC	
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.	
UNIVISION RADIO BROADCASTING TEXAS, L.P.	
UNIVISION RADIO ILLINOIS, INC.	
WLII/WSUR LICENSE PARTNERSHIP, G.P.	
WUVC LICENSE PARTNERSHIP G.P.	
		
By:	 	/s/ Peter Lori	
Name:	 	Peter Lori	
Title:	 	Vice President, Assistant Secretary and Assistant Treasurer	
 
Signature Page to Univision Fourth Amendment

							
DEUTSCHE BANK AG NEW YORK BRANCH,	
as Administrative Agent and Replacement New First-Lien Term Loan Lender	
			
	 	By:	 	/s/ Anca Trifan	
	 		 	Name:	 	Anca Trifan	
	 		 	Title:	 	Managing Director	
			
	 	By:	 	/s/ Marcus M. Tarkington	
	 		 	Name:	 	Marcus M. Tarkington	
	 		 	Title:	 	Director	
 
Signature Page to Univision Fourth Amendment

SCHEDULE 1
REPLACEMENT NEW FIRST-LIEN TERM LOAN COMMITMENTS

Replacement New First-Lien Term Loan Lender	  	Replacement New First-Lien Term Loan
Commitment	 	
Deutsche Bank AG New York Branch	  	$	288,372,051.03	  	

Exhibit 10.1(e)
[EXECUTION VERSION]
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 3, 2015 (this “ Fifth Amendment ”), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “ US Borrower ”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (the “ Subsidiary Borrower ” and, together with the US Borrower, the “ Borrowers ” and, each, a “ Borrower ”), DEUTSCHE BANK AG NEW YORK BRANCH (“ DBNY ”), as Administrative Agent and First-Lien Collateral Agent under the Credit Agreement referred to below (in such capacities, collectively, the “ Administrative Agent ”), the 2015 Extended Revolving Credit Lenders, the 2015 Incremental Revolving Credit Lenders and the Issuing Banks (as each such term is defined below) party hereto (with capitalized terms used, but not otherwise defined, in this paragraph and the recitals below to be defined as provided in Section 1 below).
WHEREAS, the Borrowers have previously entered into that certain Credit Agreement, dated as of March 29, 2007, as amended as of June 19, 2009, as amended and restated as of October 26, 2010, as further amended as of August 21, 2012, as further amended as of February 28, 2013, as further amended as of May 29, 2013 and as further amended as of January 23, 2014 (as the same has been so amended, restated, amended and restated, supplemented or otherwise modified prior to the Fifth Amendment Effective Date referred to below, the “ Credit Agreement ”), among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), the Administrative Agent and the other agents party thereto.
WHEREAS, the US Borrower has hereby notified the Administrative Agent that it is requesting (i) a Refinancing Amendment to incur Other Revolving Loans pursuant to Section 2.25 of the Credit Agreement and (ii) an Incremental Amendment to provide for a Revolving Commitment Increase pursuant to Section 2.24 of the Credit Agreement;
WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the US Borrower may obtain Other Revolving Credit Commitments and incur Other Revolving Credit Loans by, among other things, entering into a Refinancing Amendment with each Lender and/or Additional Lender agreeing to provide such Other Revolving Credit Commitments and the Administrative Agent;
WHEREAS, the US Borrower has requested that the 2015 Extending Revolving Credit Lenders extend credit to the Borrowers in the form of 2015 Extended Revolving Credit Commitments in an aggregate principal amount of $510,000,000 on the terms, and subject to the conditions, set forth herein; and
WHEREAS, the 2015 Extending Revolving Credit Lenders have indicated a willingness to provide the 2015 Extended Revolving Credit Commitments on the terms, and subject to the conditions, set forth herein;
WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the US Borrower may establish Revolving Commitment Increases by, among other things, entering into an Incremental Amendment with each Lender and/or Additional Lender agreeing to provide such Revolving Commitment Increases, as applicable, and the Administrative Agent;

WHEREAS, the US Borrower has requested that the 2015 Incremental Revolving Credit Lenders extend credit to the Borrowers in the form of 2015 Revolving Commitment Increases in an aggregate principal amount of $340,000,000 on the terms, and subject to the conditions, set forth herein;
WHEREAS, the 2015 Incremental Revolving Credit Lenders have indicated a willingness to provide the 2015 Revolving Commitment Increases on the terms, and subject to the conditions, set forth herein;
WHEREAS, (i) each of Deutsche Bank Securities Inc. (“ DBSI ”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ MLPF&S ”), Barclays Bank PLC (“ Barclays ”), Credit Suisse Securities (USA) LLC (“ CS ”), Wells Fargo Securities, LLC (“ Wells ”), Citibank, N.A. (“ Citibank ”), Goldman Sachs Lending Partners LLC (“ Goldman ”), Morgan Stanley Senior Funding, Inc. (“ MS ”), JPMorgan Chase Bank, N.A. (“ JPM ”) and Natixis, New York Branch (“ Natixis ”) shall act as joint lead arrangers and joint book running managers and (ii) each of DBSI and MLPF&S, Barclays, CS, Wells, Citibank, Goldman, MS, JPM and Natixis shall act as syndication agents, in each case with respect to this Fifth Amendment, the 2015 Extended Revolving Credit Commitments and the 2015 Revolving Commitment Increases provided for hereunder.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms; Rules of Construction . Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Sections 1.02 through 1.12 of the Credit Agreement shall apply to this Fifth Amendment, including the terms defined in the preamble and recitals hereto.
SECTION 2. Amendments to the Credit Agreement .
(a) This Fifth Amendment constitutes (i) a Refinancing Amendment pursuant to which a new Class and Series of 2015 Extended Revolving Credit Commitments is established under Section 2.25 of the Credit Agreement upon the occurrence of the Fifth Amendment Effective Date (the “ 2015 Revolving Credit Facility Refinancing ”) and (ii) an Incremental Amendment pursuant to which a Revolving Commitment Increase is effected with respect to the 2015 Extended Revolving Credit Commitments under Section 2.24 of the Credit Agreement upon the occurrence of the Fifth Amendment Effective Date (but immediately following the occurrence of the 2015 Revolving Credit Facility Refinancing).
(b) Effective as of the Fifth Amendment Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Annex A .
(c) Each Person executing this Fifth Amendment as a “2015 Extended Revolving Credit Lender” (each such Person, in such capacity, a “ 2015 Extended Revolving Credit Lender ”) hereby severally agrees to provide a 2015 Extended Revolving Credit
 
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Commitment in an amount set forth opposite its name under the column entitled “Initial 2015 Extended Revolving Credit Commitment” on Schedule 1 attached hereto. On the Fifth Amendment Effective Date, each Person executing this Fifth Amendment in its capacity as a 2015 Extended Revolving Credit Lender shall become a “Lender”, a “Revolving Credit Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender holding 2015 Extended Revolving Credit Commitments (and related Revolving Credit Exposure).
(d) Each Person executing this Fifth Amendment as a “2015 Incremental Revolving Credit Lender” (each such Person, in such capacity, a “ 2015 Incremental Revolving Credit Lender ”) hereby severally agrees to provide an increase to the 2015 Extended Revolving Credit Commitments (each, a “ 2015 Revolving Commitment Increase ” and, collectively, the “ 2015 Revolving Commitment Increases ”) in the amount set forth opposite its name under the column entitled “2015 Incremental Revolving Credit Commitments” in Schedule 1 attached hereto, with such increase to be automatically effective (and without any further action or notice by any party) on the Fifth Amendment Effective Date (immediately following the 2015 Revolving Credit Facility Refinancing). On the Fifth Amendment Effective Date, each Person executing this Fifth Amendment in its capacity as a 2015 Incremental Revolving Credit Lender shall become (or, if already a 2015 Extending Revolving Credit Lender on the Fifth Amendment Effective Date after giving effect to the 2015 Revolving Credit Facility Refinancing, remain) a “Lender”, a “Revolving Credit Lender” and a “First-Lien Lender” under the Credit Agreement (as amended hereby) and shall be bound by the provisions of the Credit Agreement (as amended hereby) as a Lender holding 2015 Extended Revolving Credit Commitments (and related Revolving Credit Exposure).
(e) The parties hereby agree that on the Fifth Amendment Effective Date (after giving effect to the 2015 Revolving Commitment Increases effected hereby), (1) the Total Revolving Credit Commitment and the aggregate amount of the 2015 Extended Revolving Credit Commitments under the Credit Agreement shall increase by the amount of the 2015 Revolving Commitment Increase of each 2015 Incremental Revolving Credit Lender effected hereby, (2) there shall be an automatic adjustment to the Pro Rata Percentage of each 2015 Extended Revolving Credit Lender in the aggregate L/C Exposure and the aggregate Swingline Exposure to reflect the new Pro Rata Percentage of each 2015 Extended Revolving Credit Lender in the aggregate L/C Exposure and the aggregate Swingline Exposure resulting from the 2015 Revolving Commitment Increases and (3) the Administrative Agent shall take all actions, if any, required by clause (i) of the last sentence of Section 2.24(b) of the Credit Agreement. The 2015 Revolving Commitment Increases shall (i) become a part of the 2015 Extended Revolving Credit Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Revolving Credit Exposure, be subject to the same Applicable Percentage, prepayment provisions, Maturity Date and other terms and conditions applicable to the 2015 Extended Revolving Credit Commitments (and related Revolving Credit Exposure) under the Credit Agreement and the other Loan Documents.
(f) In addition, effective as of the Fifth Amendment Effective Date, (i) the US Borrower hereby designates each 2015 Extended Revolving Credit Lender party hereto as an “Issuing Bank” and each 2015 Incremental Revolving Credit Lender party hereto as an “Issuing Bank” that is not a 2015 Extended Revolving Credit Lender on the Fifth Amendment Effective
 
-3-

Date prior to giving effect to the 2015 Revolving Commitment Increase (each, a “ 2015 Revolving Credit Lender ”) an as an “Issuing Bank” under the terms of the Credit Agreement (as modified hereby); (ii) each 2015 Revolving Credit Lender party hereto as an “Issuing Bank” agrees to act as an Issuing Bank under the terms of the Credit Agreement (as modified hereby) and (iii) the Administrative Agent consents to the foregoing for purposes of Section 2.23(k) of the Credit Agreement. The parties hereto acknowledge and agree that, effective as of the Fifth Amendment Effective Date, the “Applicable L/C Sublimit” (as defined in the Credit Agreement, as modified hereby) for each Issuing Bank party to this Fifth Amendment shall be as specified opposite such Person’s name in Schedule 1 hereto under the column entitled “Applicable L/C Sublimit”.
SECTION 3. Representations and Warranties . To induce the other parties hereto to enter into this Fifth Amendment, the Borrowers hereby represent and warrant to each other party hereto that, as of the Fifth Amendment Effective Date: (i) this Fifth Amendment has been duly authorized, executed and delivered by it and each of this Fifth Amendment and the Credit Agreement (as amended hereby) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (ii) before and after giving effect to this Fifth Amendment and the transactions contemplated by this Fifth Amendment, no Default or Event of Default has occurred and is continuing; (iii) the execution, delivery and performance of this Fifth Amendment and the performance of the Credit Agreement (as amended hereby), the establishment of the 2015 Extended Revolving Credit Commitments, the increase thereof pursuant to the 2015 Revolving Commitment Increases and the incurrence of any Revolving Credit Exposure pursuant thereto, in each case, (x) shall not violate any provision of (1) any applicable law, statute, rule or regulation or order of any Governmental Authority, (2) the certificate or articles of incorporation, bylaws or other constitutive documents of any Loan Party, (3) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (4) any other indenture, agreement or other instrument to which the US Borrower or any of its Restricted Subsidiaries is a party or by which any of them or any of their property is bound, (y) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under or give rise to any right to require the prepayment, repurchase or redemption of any obligation under (1) the Senior Secured Notes Documentation, the New Senior Notes Documentation or any indenture, security documents and/or other agreement governing the Additional Senior Secured Notes and all documentation delivered pursuant thereto, or (2) any other such indenture, agreement or other instrument or (z) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by any Borrower or any Restricted Subsidiary (other than Permitted Liens), except, with respect to clauses (x)(1) , (x)(4) , (y)(2) or (z)  above, to the extent that such violation, conflict, breach, default, or creation or imposition of Lien could not reasonably be expected to result in a Material Adverse Effect.
SECTION 4. Conditions of Effectiveness of this Fifth Amendment . (a) This Fifth Amendment shall become effective as of the first date (the “ Fifth Amendment Effective Date ”) on which each of the following conditions shall have been satisfied (which, in the case of clauses (v)  and (vii)  below, may be substantially concurrent with the satisfaction of the other conditions specified below):
(i) The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrowers, each of the other Loan Parties, the Administrative Agent, each of the 2015 Extended Revolving Credit Lenders, each of the 2015 Incremental Revolving Credit Lenders and each of the Issuing Banks.
 
-4-

(ii) All of the conditions specified in Sections 2.24 and 2.25 of the Credit Agreement (as modified by this Fifth Amendment) with respect to the provision of the 2015 Extended Revolving Credit Commitments and the 2015 Revolving Commitment Increase shall have been satisfied, and the Administrative Agent shall have received a certificate signed by a Responsible Officer of the US Borrower certifying (A) that the conditions precedent set forth in Sections 4.01(b) and (c)  of the Credit Agreement have been satisfied on and as of the Fifth Amendment Effective Date and (B) as to compliance with the requirements of Section 2.24 and 2.25 of the Credit Agreement (including the applicable requirements, of the definition of “Credit Agreement Refinancing Indebtedness”).
(iii) The Administrative Agent shall have received a legal opinion of Sidley Austin LLP, special counsel to the Borrowers, addressed to the Lenders, the 2015 Extended Revolving Credit Lenders, the 2015 Incremental Revolving Credit Lenders, the Administrative Agent and the Issuing Banks, dated the Fifth Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent.
(iv) The Administrative Agent shall have received (A) a certificate from the Chief Financial Officer of the US Borrower in form and substance reasonably satisfactory to the Administrative Agent, certifying that, after giving effect to this Fifth Amendment, the US Borrower and its Restricted Subsidiaries (on a consolidated basis) are Solvent, (B) a certificate of good standing (or subsistence) with respect to each Loan Party from the Secretary of State (or similar official) of the State of such Loan Party’s jurisdiction of organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and (C) a closing certificate executed by a Responsible Officer of each Borrower, dated the Fifth Amendment Effective Date, reasonably acceptable to the Administrative Agent, certifying as to the incumbency and specimen signature of each officer of a Loan Party executing this Fifth Amendment or any other document delivered in connection herewith on behalf of any Loan Party and attaching (x) a true and complete copy of the certificate of incorporation (or other applicable charter document) of each of the Borrowers, including all amendments thereto, as in effect on the Fifth Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iv)(B) above, (y) a true and complete copy of the by-laws (or other applicable operating agreements) of each Borrower as in effect on the Fifth Amendment Effective Date, and (z) a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body or any committee thereof) of
 
-5-

each Loan Party authorizing the execution, delivery and performance of this Fifth Amendment and the performance of the Credit Agreement (as amended by this Fifth Amendment) and the other Loan Documents and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(v) (A) All Revolving Loans and Swingline Loans made pursuant to the 2013 Extended Revolving Credit Commitments shall have been repaid in full pursuant to, and in accordance with the requirements of, Section 2.12 of the Credit Agreement, together with all interest, Fees and other amounts accrued under the Revolving Credit Facility as of the Fifth Amendment Effective Date and any costs incurred by any Lender in accordance with Section 2.16 , and (B) all 2013 Extended Revolving Credit Commitments (and the Swingline Commitment of the Swingline Lender) shall have been terminated pursuant to, and in accordance with the requirements of, Section 2.09(b) of the Credit Agreement, as modified hereby (it being acknowledged and agreed that all Letters of Credit issued and outstanding as of the Fifth Amendment Effective Date shall, pursuant to Section 2.09(f) of the Credit Agreement (as amended hereby) remain outstanding and be deemed to have been issued under the 2015 Extended Revolving Credit Commitments).
(vi) The Borrowers, the Loan Parties and the Collateral Agent shall have duly executed and delivered to the Administrative Agent a “Representative Supplement” with respect to the First-Lien Intercreditor Agreement, dated the Fifth Amendment Effective Date, in substantially the form attached as Annex II to the First-Lien Intercreditor Agreement.
(vii) On or prior to the Fifth Amendment Effective Date, (A) a Qualified Public Offering shall have been consummated pursuant to which gross cash proceeds of at least $750,000,000 are received by or contributed as a common equity capital contribution to the US Borrower and (B) such gross cash proceeds shall have been applied (after payment of fees and expenses related to such Qualified Public Offering) to the prepayment and/or redemption, at the option of the US Borrower, of Term Loans, New Senior Notes, Senior Secured Notes and/or Additional Senior Secured Notes (or, in the case of the New Senior Notes, Senior Secured Notes and/or Additional Senior Secured Notes, the US Borrower shall have, at its election, delivered (and not withdrawn) an irrevocable notice of redemption in respect thereof in accordance with the terms of the applicable indenture or consummated a tender offer and consent solicitation in respect thereof and purchased all such notes validly tendered (and not withdrawn) in connection therewith, and in each case, the full amount of such proceeds shall have been or will be used for the payment of amounts due in connection therewith (it being acknowledged and agreed that, in the case of a redemption pursuant to an irrevocable redemption notice as described above, such payment may occur after the satisfaction of the conditions set forth in clauses (i) through (vi) above)).
(b) No 2015 Extended Revolving Credit Lender, 2015 Incremental Revolving Credit Lender or Issuing Bank who has executed and delivered a signature page to this Fifth Amendment may withdraw or rescind such signature page unless (x) any Borrower notifies such Person or the Administrative Agent, or makes a public statement, that it cannot or will not satisfy
 
-6-

one or more of the conditions set forth in Section 4(a) or (y) this Fifth Amendment or any provision hereof is amended, restated, supplemented, waived or otherwise modified without the prior written consent of such Person (other than any typographical error or other de minimis technical changes as agreed by the Administrative Agent and the Borrowers); provided that, notwithstanding the foregoing, if each of the conditions set forth in Section 4(a) have not been satisfied at or prior to 11:59 p.m., New York City time, on December 15, 2015, all such executed and delivered signature pages of any of the 2015 Extended Revolving Credit Lenders, 2015 Incremental Revolving Credit Lenders and/or Issuing Banks shall be deemed withdrawn and no 2015 Extended Revolving Credit Commitments or 2015 Revolving Commitment Increases, nor any of the amendments to the Credit Agreement contemplated hereby, shall become effective (it being understood that any such failure of the Fifth Amendment Effective Date to occur will not affect any rights or obligations of any Person under the Credit Agreement or under Section 7 hereof).
SECTION 5. Post-Closing Requirements . At the request of the Administrative Agent, within 60 days after the Fifth Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the US Borrower shall deliver to the Administrative Agent:
(a) an amendment to each existing First-Lien Mortgage, in form and substance reasonably acceptable to the Administrative Agent;
(b) an opinion of counsel in each state where each First-Lien Mortgage amendment is to be recorded, in form and substance and from counsel reasonably acceptable to the Administrative Agent; and
(c) a title search confirming that each existing First-Lien Mortgage, as amended, is a first priority Lien on the property encumbered thereby, subject to Permitted Liens.
SECTION 6. Effect of Amendment . (a) Except as expressly set forth in this Fifth Amendment or in the Credit Agreement, this Fifth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), in each case, as amended by this Fifth Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
 
-7-

(b) On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Credit Agreement (as amended by this Fifth Amendment). This Fifth Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(c) The parties hereto confirm that no novation of any kind has occurred as a result of, or in connection with, this Fifth Amendment or otherwise, any such novation being hereby expressly disclaimed.
SECTION 7. Costs and Expenses . The Borrowers hereby agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Fifth Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in each case, as required to be reimbursed pursuant to the Credit Agreement.
SECTION 8. Reaffirmation . By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect to this Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Security Documents as contemplated under clause (ii) of the second sentence of Section 2.25 of the Credit Agreement, solely as such requirement relates to the 2015 Revolving Credit Facility Financing.
SECTION 9. Consents . Each of the Administrative Agent, each Issuing Bank and the US Borrower hereby consents to each 2015 Extended Revolving Credit Lender and each 2015 Incremental Revolving Credit Lender (to the extent not already party to the Credit Agreement as a Revolving Credit Lender) becoming party to the Credit Agreement in such capacity for purposes of Section 9.04(b) of the Credit Agreement.
 
-8-

SECTION 10. GOVERNING LAW . THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.07 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS FIFTH AMENDMENT AND SHALL APPLY TO THIS FIFTH AMENDMENT, MUTATIS MUTANDIS.
SECTION 11. Counterparts . This Fifth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Fifth Amendment shall be effective as delivery of an original executed counterpart of this Fifth Amendment.
SECTION 12. Headings . Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Fifth Amendment.
SECTION 13. Severability . Section 9.12 of the Credit Agreement is hereby incorporated by reference into this Fifth Amendment and shall apply to this Fifth Amendment mutatis mutandis .
SECTION 14. No Fiduciary Relationship . None of the Persons identified in this Fifth Amendment as a “syndication agent,” “joint lead arranger” or “joint book running manager” shall have any right, power, obligation, liability, responsibility or duty under this Fifth Amendment or any other Loan Document other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. The provisions of Section 9.05 of the Credit Agreement shall inure to the benefit of each of the Persons so identified in their respective capacities as “syndication agents”, “joint lead arrangers” and “joint book running managers” hereunder.
To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against each of the Persons so identified in their respective capacities as “syndication agents”, “joint lead arrangers” and “joint book running managers” hereunder with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the transactions contemplated hereby.
[ Remainder of page intentionally blank. ]
 
-9-

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

UNIVISION COMMUNICATIONS INC.	
			
	 	By:	 	/s/ Peter Lori	
	 		 	Name:	 	Peter Lori	
	 		 	Title:	 	Executive Vice President
and Chief Accounting Officer	
	
UNIVISION OF PUERTO RICO INC.	
			
	 	By:	 	/s/ Peter Lori	
	 		 	Name:	 	Peter Lori	
	 		 	Title:	 	Executive Vice President
and Chief Accounting Officer	
 
Signature Page to Univision Fifth Amendment

							
BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
			
	 	By:	 	/s/ Peter Lori	
	 		 	Name:	 	Peter Lori	
	 		 	Title:	 	Executive Vice President
and Chief Accounting Officer	
 
Signature Page to Univision Fifth Amendment

EL TRATO, INC.
GALAVISION, INC.
HPN NUMBERS, INC.
KAKW LICENSE PARTNERSHIP, L.P.
KCYT-FM LICENSE CORP.
KDTV LICENSE PARTNERSHIP, G.P.
KECS-FM LICENSE CORP.
KESS-AM LICENSE CORP.
KESS-TV LICENSE CORP.
KFTV LICENSE PARTNERSHIP, G.P.
KHCK-FM LICENSE CORP.
KICI-AM LICENSE CORP.
KICI-FM LICENSE CORP.
KLSQ-AM LICENSE CORP.
KLVE-FM LICENSE CORP.
KMEX LICENSE PARTNERSHIP, G.P.
KMRT-AM LICENSE CORP.
KTNQ-AM LICENSE CORP.
KTVW LICENSE PARTNERSHIP, G.P.
KUVI LICENSE PARTNERSHIP, G.P.
KUVN LICENSE PARTNERSHIP, L.P.
KUVS LICENSE PARTNERSHIP, G.P.
KWEX LICENSE PARTNERSHIP, L.P.
KXLN LICENSE PARTNERSHIP, L.P.
LICENSE CORP. NO. 1
LICENSE CORP. NO. 2
NEW UNIVISION DEPORTES, LLC
NEW UNIVISION ENTERPRISES, LLC
PTI HOLDINGS, INC.
SERVICIO DE INFORMACION PROGRAMATIVA, INC.
STATION WORKS, LLC
THE UNIVISION NETWORK LIMITED PARTNERSHIP
TICHENOR LICENSE CORPORATION
TMS LICENSE CALIFORNIA, INC.
UFERTAS, LLC
UNIMAS ALBUQUERQUE LLC
UNIMAS BAKERSFIELD LLC
UNIMAS BOSTON LLC
UNIMAS D.C. LLC
UNIMAS DALLAS LLC
UNIMAS FRESNO LLC
UNIMAS HOUSTON LLC
UNIMAS LOS ANGELES LLC
UNIMAS MIAMI LLC
UNIMAS NETWORK
UNIMAS OF SAN FRANCISCO, INC.
UNIMAS ORLANDO INC.
UNIMAS PARTNERSHIP OF DOUGLAS
UNIMAS PARTNERSHIP OF FLAGSTAFF
UNIMAS PARTNERSHIP OF FLORESVILLE
UNIMAS PARTNERSHIP OF PHOENIX
UNIMAS PARTNERSHIP OF SAN ANTONIO
UNIMAS PARTNERSHIP OF TUCSON
UNIMAS SACRAMENTO LLC
UNIMAS SAN FRANCISCO LLC
UNIMAS SOUTHWEST LLC
UNIMAS TAMPA LLC
UNIMAS TELEVISION GROUP, INC.
UNIVISION 24/7 LLC
UNIVISION ATLANTA LLC
UNIVISION CLEVELAND LLC
UNIVISION DEPORTES, LLC
UNIVISION EMERGING NETWORKS, LLC
UNIVISION ENTERPRISES, LLC
UNIVISION FINANCIAL MARKETING, INC.
UNIVISION HOME ENTERTAINMENT, INC.
UNIVISION INTERACTIVE MEDIA, INC.
UNIVISION INVESTMENTS, INC.
UNIVISION LOCAL MEDIA INC.
UNIVISION MANAGEMENT CO.
UNIVISION NETWORK PUERTO RICO PRODUCTION LLC
UNIVISION NETWORKS & STUDIOS, INC.
UNIVISION NEW YORK LLC
UNIVISION OF ATLANTA INC.
UNIVISION OF NEW JERSEY INC.
UNIVISION OF PUERTO RICO INC.
UNIVISION OF PUERTO RICO REAL ESTATE COMPANY
UNIVISION OF RALEIGH, INC.
UNIVISION PHILADELPHIA LLC
UNIVISION PUERTO RICO STATION ACQUISITION COMPANY
UNIVISION PUERTO RICO STATION OPERATING COMPANY
UNIVISION PUERTO RICO STATION PRODUCTION COMPANY
UNIVISION RADIO CORPORATE SALES, INC.
UNIVISION RADIO FLORIDA, LLC
UNIVISION RADIO FRESNO, INC.
UNIVISION RADIO GP, INC.
UNIVISION RADIO HOUSTON LICENSE CORPORATION
UNIVISION RADIO INVESTMENTS, INC.
UNIVISION RADIO LAS VEGAS, INC.
UNIVISION RADIO LICENSE CORPORATION
UNIVISION RADIO LOS ANGELES, INC.
UNIVISION RADIO NEW MEXICO, INC.
UNIVISION RADIO NEW YORK, INC.
UNIVISION RADIO PHOENIX, INC.
UNIVISION RADIO SAN DIEGO, INC.
UNIVISION RADIO SAN FRANCISCO, INC.
UNIVISION RADIO, INC.
UNIVISION SERVICES, INC.
UNIVISION STUDIOS, LLC
UNIVISION TELEVISION GROUP, INC.
UNIVISION TEXAS STATIONS LLC
UNIVISION TLNOVELAS, LLC
UNIVISION IP HOLDINGS, LLC
UVN TEXAS L.P.
WADO RADIO, INC.
WADO-AM LICENSE CORP.
WGBO LICENSE PARTNERSHIP, G.P.
WLTV LICENSE PARTNERSHIP, G.P.
WLXX-AM LICENSE CORP.
WPAT-AM LICENSE CORP.
WQBA-AM LICENSE CORP.
WQBA-FM LICENSE CORP.
WXTV LICENSE PARTNERSHIP, G.P.

By:	 	/s/ Peter Lori	
Name:	 	Peter Lori	
Title:	 	Executive Vice President and Chief Accounting Officer	

	
Signature Page to Univision Fifth Amendment	

			
UNIMAS CHICAGO LLC	
UNIVISION RADIO BROADCASTING PUERTO RICO, L.P.	
UNIVISION RADIO BROADCASTING TEXAS, L.P.	
UNIVISION RADIO ILLINOIS, INC.	
WLII/WSUR LICENSE PARTNERSHIP, G.P.	
WUVC LICENSE PARTNERSHIP G.P.	
		
By:	 	/s/ Peter Lori	
Name:	 	Peter Lori	
Title:	 	Executive Vice President and Chief Accounting Officer	
 
Signature Page to Univision Fifth Amendment

							
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as a 2015 Extended Revolving Credit Lender and Issuing Bank	
			
	 	By:	 	/s/ Anca Trifan	
	 		 	Name:	 	Anca Trifan	
	 		 	Title:	 	Managing Director	
			
	 	By:	 	/s/ Peter Cucchiara	
	 		 	Name:	 	Peter Cucchiara	
	 		 	Title:	 	Vice President	
 
Signature Page to Univision Fifth Amendment

					
BANK OF AMERICA, N.A., as a 2015 Extended Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ David H. Strickert	
	 	Name:	 	David H. Strickert	
	 	Title:	 	Managing Director	
 
Signature Page to Univision Fifth Amendment

					
BARCLAYS BANK PLC, as a 2015 Extended Revolving Credit Lender, 2015 Incremental Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Vanessa A. Kurbatskiy	
	 	Name:	 	Vanessa A. Kurbatskiy	
	 	Title:	 	Vice President	
 
Signature Page to Univision Fifth Amendment

					
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a 2015 Extended Revolving Credit Lender, 2015 Incremental Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Christopher Day	
	 	Name:	 	Christopher Day	
	 	Title:	 	Authorized Signatory	
		
By:	 	/s/ Karim Rahimtoola	
	 	Name:	 	Karim Rahimtoola	
	 	Title:	 	Authorized Signatory	
 
Signature Page to Univision Fifth Amendment

			
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a 2015 Extended Revolving Credit Lender and 2015 Incremental Revolving Credit Lender	
		
By:	 	/s/ Tray Jones	
Name:	 	Tray Jones	
Title:	 	Director	
 
Signature Page to Univision Fifth Amendment

					
CITIBANK, N.A., as a 2015 Incremental Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Keith Lukasavich	
	 	Name:	 	Keith Lukasavich	
	 	Title:	 	Vice President and Director	
 
Signature Page to Univision Fifth Amendment

					
GOLDMAN SACHS LENDING PARTNERS LLC, as a 2015 Incremental Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Rebecca Kratz	
	 	Name:	 	Rebecca Kratz	
	 	Title:	 	Authorized Signatory	
 
Signature Page to Univision Fifth Amendment

					
MORGAN STANLEY BANK, N.A., as a 2015 Incremental Revolving Credit Lender	
		
By:	 	/s/ Michael King	
	 	Name:	 	Michael King	
	 	Title:	 	Authorized Signatory	
 
Signature Page to Univision Fifth Amendment

					
MORGAN STANLEY SENIOR FUNDING, INC., as a 2015 Incremental Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Michael King	
	 	Name:	 	Michael King	
	 	Title:	 	Vice President	
 
Signature Page to Univision Fifth Amendment

					
JPMORGAN CHASE BANK, N.A., as a 2015 Extended Revolving Credit Lender, 2015 Incremental Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Tina Ruyter	
	 	Name:	 	Tina Ruyter	
	 	Title:	 	Executive Director	
 
Signature Page to Univision Fifth Amendment

					
NATIXIS, NEW YORK BRANCH, as a 2015 Extended Revolving Credit Lender and Issuing Bank	
		
By:	 	/s/ Gerardo Canet	
	 	Name:	 	Gerardo Canet	
	 	Title:	 	Managing Director	
		
By:	 	/s/ Ronald Lee	
	 	Name:	 	Ronald Lee	
	 	Title:	 	Vice President	
 
Signature Page to Univision Fifth Amendment

SCHEDULE 1
2015 Extended Revolving Credit Commitments

2015 Revolving Credit Lender	  	Initial 2015 Extended
Revolving Credit
Commitment	 	  	2015 Revolving
Commitment
Increase	 	  	Total 2015 Extended
Revolving Credit
Commitment	 	  	Applicable L/C
Sublimit	 	
 	  	 	 	  	 	 	  	(after giving effective
to the 2015
Revolving
Commitment
Increase)	 	  	 	 	
Deutsche Bank AG New York Branch	  	$	110,000,000	  	  	$	0	  	  	$	110,000,000	  	  	$	50,000,000	  	
Bank of America, N.A.	  	 	90,000,000	  	  	 	0	  	  	 	90,000,000	  	  	 	50,000,000	  	
Barclays Bank PLC	  	 	80,000,000	  	  	 	10,000,000	  	  	 	90,000,000	  	  	 	12,000,000	  	
Credit Suisse AG, Cayman Islands Branch	  	 	70,000,000	  	  	 	20,000,000	  	  	 	90,000,000	  	  	 	12,000,000	  	
Wells Fargo Bank, National Association	  	 	63,000,000	  	  	 	27,000,000	  	  	 	90,000,000	  	  	 	0	  	
Citibank, N.A.	  	 	0	  	  	 	90,000,000	  	  	 	90,000,000	  	  	 	12,000,000	  	
Goldman Sachs Lending Partners LLC	  	 	0	  	  	 	90,000,000	  	  	 	90,000,000	  	  	 	12,000,000	  	
Morgan Stanley Bank, N.A.	  	 	0	  	  	 	75,000,000	  	  	 	75,000,000	  	  	 	0	  	
Morgan Stanley Senior Funding, Inc.	  	 	0	  	  	 	15,000,000	  	  	 	15,000,000	  	  	 	12,000,000	  	
JPMorgan Chase Bank, N.A.	  	 	62,000,000	  	  	 	13,000,000	  	  	 	75,000,000	  	  	 	10,000,000	  	
Natixis, New York Branch	  	 	35,000,000	  	  	 	0	  	  	 	35,000,000	  	  	 	5,000,000	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
TOTALS	  	 	510,000,000	  	  	 	340,000,000	  	  	 	850,000,000	  	  	 	175,000,000	  	

SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT
This Second Amended and Restated Principal Investor Agreement (the “ Agreement ”) is made as of [●], 2015 by and among:
(i) Univision Holdings, Inc., a Delaware corporation (f/k/a Broadcasting Media Partners, Inc.), and together with its successors and permitted assigns, the “ Company ”);
(ii) Broadcast Media Partners Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, “ BMPH ”);
(iii) Univision Communications Inc., successor in interest to Umbrella Acquisition, Inc., a Delaware corporation (“ Univision ”);
(iv) each Person executing this Agreement as a Principal Investor (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the “ Principal Investors ”); and
(v) Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico (collectively with its Permitted Transferees, “ Televisa ”).
RECITALS
1. The Company, BMPH, Univision and the PITV Investors entered into the Amended and Restated Principal Investor Agreement, dated as of December 20, 2010 (as amended from time to time, the “ Principal Investor Agreement ”).
2. The Company filed with the Securities and Exchange Commission on July 1, 2015 a Registration Statement on Form S-1 under the Securities Act to effect an Initial Public Offering which offering will constitute a Qualified Public Offering.
3. In connection with the Initial Public Offering, the Company has amended and restated its Certificate of Incorporation which amendment and restatement has been filed with the Secretary of State of the State of Delaware on [            ], 2015 (as amended from time to time, the “ Charter ”), to provide for, among other things, the reclassification of (a) the shares of Class A Common Stock and Class B Common Stock into shares of Class S-1 Common Stock and Class S-2 Common Stock, respectively, (b) the shares of Class C Common Stock into shares of Class T-1 Common Stock and Class T-3 Common Stock and (c) the shares of Class D Common Stock into shares of Class T-2 Common Stock (the “ Reclassification ”).
4. In connection with the Initial Public Offering, the parties believe that it is in the best interest of the Company, BMPH, Univision and the PITV Investors to amend and restate the Principal Investor Agreement and to replace it in its entirety with this Agreement.
 
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AGREEMENT
Therefore, the parties hereto hereby agree as follows:
 
1.	EFFECTIVENESS; DEFINITIONS .	
1.1 Effective Date . This Agreement shall become effective upon the sale of the Company’s Class A Common Stock in the Initial Public Offering.
1.2 Definitions . Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 8 hereof.
 
2.	CONSENT RIGHTS .	
2.1 Actions that Require PITV Investor Approval .
2.1.1 Actions that Require Majority PITV Investor Approval . Prior to a Principal Investor Two-Thirds Sell-Down, in addition to any other approval required by any applicable provision of the Transaction Agreements, including by Sections 2.1.3 , 2.2 , 2.3 and 2.4 hereof or the Program License Agreement, if any, or by applicable Law, the parties hereto agree that the approval of the Majority PITV Investors shall be required for the Company and/or any of its subsidiaries to take any of the following actions, and the Company shall not, and shall cause its subsidiaries not to, take any of the following actions without the written approval of the Majority PITV Investors:
 
 	(i)	Charter; Bylaws; Stockholders Agreements.	
 
 	(a)	Amend, restate, modify or waive any provisions of the certificate of incorporation or bylaws (or similar organizational documents) of the Company, BMPH, Univision or any subsidiary thereof;	
 
 	(b)	Amend or waive any provisions of the Investment Agreement, the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement; or	
 
 	(c)	Exercise any rights of the Majority PITV Investors under the Stockholders Agreement (other than pursuant to Sections 4.2 and 4.3 thereof) or the Participation, Registration Rights and Coordination Agreement.	
 
 	(ii)	Recapitalization . Enter into or effect any transaction or series of related transactions that would effect a recapitalization or reclassification of the Company’s or BMPH’s securities or any of their subsidiaries’ (other than wholly-owned subsidiaries) securities, including recapitalization into any form of Convertible Securities or prepaid warrants.	
 
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 	(iii)	Debt . Other than borrowings under the Existing Debt Documents or any other debt agreement that was previously approved by the Majority PITV Investors, incur any indebtedness, assume, guarantee, endorse or otherwise become responsible for the indebtedness of any other Person ( provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.1.1(iii) ), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in an aggregate amount in excess of $100,000,000 for all such matters.	
 
 	(iv)	Equity Issuances . Other than (x) in connection with the Company’s Initial Public Offering, (y) a Compliant Change of Control Transaction, or (z) the exercise, conversion or exchange of Convertible Securities outstanding immediately after the date hereof (or TV Warrants) or exercise or participation rights by Televisa Investors or pursuant to the provisions of the Transaction Agreements providing for the exchange of shares of Common Stock for TV Warrants, authorize, create or issue any equity securities or Convertible Securities of the Company or any of its subsidiaries (except as may be issued to the Company or any of its wholly-owned subsidiaries or upon exercise of any Convertible Securities of the Company previously approved for issuance pursuant to the provisions of this Section 2.1.1(iv) ), issue any rights to acquire any equity securities or Convertible Securities of the Company or any of its subsidiaries or grant any registration rights in respect of any such securities or rights, except for equity securities, Convertible Securities, or rights to acquire equity securities or Convertible Securities and piggyback registration rights issued or granted pursuant to management incentive plans approved pursuant to Section 2.2.1 .	
 
 	(v)	Public Offering . In connection with any Company Public Offering following the date hereof, (x) authorize, create or issue any equity securities or Convertible Securities of the Company or any of its subsidiaries (except as may be issued to the Company or any of its wholly-owned subsidiaries), (y) issue any rights to acquire any equity securities or Convertible Securities of the Company or any of its subsidiaries other than to the extent required under the Participation, Registration Rights and Coordination Agreement or (z) grant any registration rights in respect of any such securities or rights other than to the extent required under the Participation, Registration Rights and Coordination Agreement.	
 
 	(vi)	Size of the Board . Expand the number of members of the Board to more than twenty-two (22) or amend Section 2.7 hereof.	
 
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 	(vii)	Prepayment or Modification of Debt . Other than upon the consummation of a Compliant Change of Control Transaction, voluntarily prepay debt of the Company or any of its subsidiaries in an amount in excess of $100,000,000 in any 12-month period (including debt incurred under the Existing Debt Documents, other than the Revolving Credit Facility) or amend or waive any material provisions of any agreement, indenture or similar instrument governing the terms of any indebtedness or debt securities of the Company or any of its subsidiaries with a principal amount in excess of $100,000,000 (including material provisions of the Existing Debt Documents).	
 
 	(viii)	Repurchase of Securities, Exercise of Call Rights, Payment of Dividends . Prior to the closing of the Initial Public Offering, (a) enter into or effect any transaction or series of related transactions involving the repurchase, exercise of call rights, redemption or other acquisition of securities of the Company or any of its direct or indirect subsidiaries from any Stockholder or (b) declare or pay any dividend or make any other distributions of payments by the Company or any of its subsidiaries (other than dividends or distributions payable to the Company or any of its wholly-owned subsidiaries), in each case, other than (x) pursuant to the exercise, conversion or exchange of Convertible Securities outstanding as of immediately after the Televisa Closing (or TV Warrants) or previously approved for issuance pursuant to the provisions of Section 2.1.1(iv) ) by PITV Investors, (y) pursuant to the exercise of preferential rights or participation rights by Televisa Investors or pursuant to the provisions of the Transaction Agreements providing for the exchange of shares of Common Stock for TV Warrants, or (z) in connection with the consummation of a Compliant Change of Control Transaction.	
 
 	(ix)	Bankruptcy, etc . Commence a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; consent to the entry of an order for relief in an involuntary case, or the conversion of an involuntary case to a voluntary case, under any such law; consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; make a general assignment for the benefit of creditors; or adopt a plan of complete or partial liquidation or dissolution.	
 
 	(x)	Agreement with Venevision . (a) Amend, restate, modify or waive any provision of, or extend the term of the Second Amended and Restated International Program License Agreement by and among Venevision and Univision dated May 18, 2010, as amended or modified from time to time or (b) enter into any agreement, commitment or arrangement with Venevision related to the same or comparable programming and	
 
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 	other media rights embodied in the agreement referred to in clause (a)  above, or, if so approved by the Majority PITV Investors, thereafter amend, restate, modify or waive any provision thereof.	
 
 	(xi)	Annual Budget. Approve the annual budget of the Company and its subsidiaries, modify in any material respect any such budget or take any action that is or would be reasonably likely to result in a material variance therefrom; provided , however , that, for any year in which an annual budget is not so approved, then the Company shall continue its operations in accordance with the annual budget most recently approved under this Section 2.1.1(xi) , increased by 5% each fiscal year with respect to which an annual budget is not approved.	
 
 	(xii)	Certain Litigation . Settle or compromise any material claim, suit, action, arbitration or other proceeding whether administrative, civil or criminal, in law or in equity involving (a) a claim against or potential loss by the Company and/or its subsidiaries in excess of $100,000,000 or (b) a claim against the Company and/or its subsidiaries which would be reasonably likely to result in a material restriction or limitation on a material portion of the Business; provided , that the Televisa Investors and their shares will not be counted towards a Majority PITV Investors’ approval in connection with a material claim, suit, action, arbitration or other proceeding involving Televisa.	
 
 	(xiii)	Material Agreements . Subject to clause (xv)-(xviii) of this Section 2.1.1 , enter into, modify or amend in any material respect, or waive any material right under (a) any Contract (or series of related Contracts) providing for the payment to or by the Company or any of its subsidiaries of more than $100,000,000; provided , that such Contracts (or series of related Contracts) do not relate to the acquisition, production or scheduling of programs, (b) any Contract (or series of related Contracts) relating to the acquisition of network programming that accounts for more than ***** per week of the programming on a majority of the owned and operated stations of the Company and its subsidiaries, (c) ***** and (d) any Contract providing for the payment by the Company or any of its subsidiaries of compensation (including equity incentives) to Haim Saban and/or his Affiliates; provided , that the SCG Investors shall be deemed not to be a Principal Investor Group for purposes of the approval of any such matter in clause (d) .	
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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 	(xiv)	Employment Agreements . Enter into or modify or amend in any material respect, or waive any material right under, any employment agreement with, or agree to provide other cash or equity based compensation (including stock options, carried interest and benefit packages), to any senior executive of the Company or its subsidiaries, providing for the payment by the Company or any of its subsidiaries of more than ***** and that would result in such senior executive being amongst the Company’s and its subsidiaries’ ten (10) highest paid employees, other than agreements for *****.	
 
 	(xv)	Acquisition of Assets . Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease, license in, exchange or other acquisition (by merger, consolidation or otherwise) by the Company, BMPH, Univision or any of their respective subsidiaries of (a) any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value in excess of $250,000,000 per transaction or series of related transactions other than (i) transactions solely between and among the Company, BMPH, Univision and/or any of their wholly-owned subsidiaries, and (ii) purchases, rentals, leases, licenses, exchanges and other acquisitions of inventory, equipment and supplies in the ordinary course of business, (b) any radio station or television station in a top twenty (20) DMA for consideration (including assumed debt) having a fair market value in excess of $100,000,000, or (c) any programming involving payment(s) in excess of $100,000,000.	
 
 	(xvi)	Sale of Assets . Enter into or effect any transaction or series of related transactions involving the sale, lease out, license out, exchange or other disposition (including by merger, consolidation or otherwise) by the Company or any of its subsidiaries of (a) any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value in excess of $250,000,000 per transaction or series of related transactions other than (i) transactions solely between and among any of the Company, BMPH, Univision and/or any of their wholly owned subsidiaries and (ii) sales, leases, licenses, exchanges or other dispositions of products and services of the Company’s business in the ordinary course of business, (b) any television station or radio station in a top twenty (20) DMA and for consideration (including assumed debt) having a fair market value in excess of $100,000,000, or (c) any programming involving payment(s) in excess of $100,000,000.	
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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 	(xvii)	Investments . (a) Make any loan, advance or capital contribution to any Person (other than the Company, BMPH, Univision or any of their wholly owned subsidiaries) (i) in an amount in excess of $250,000,000 per transaction or series of related transactions, (ii) involving any radio station or television station in a top twenty (20) DMA and involving payment(s) by the Company and/or any subsidiary in excess of $100,000,000, or (iii) in connection with any programming involving payment(s) in excess of $100,000,000, or (b) enter into any joint venture or strategic alliance which (i) commits the Company and its subsidiaries to a financial commitment in excess of (1) $250,000,000 for any such joint venture or alliance or series of related joint ventures or alliances (other than such joint venture(s) or alliance(s) relating to programming), or (2) $100,000,000 for any such joint venture or alliance or series of related joint ventures or alliances relating to programming, or (ii) involves any radio station or television station in a top twenty (20) DMA and involves a payment by the Company and its subsidiaries in excess of $100,000,000.	
 
 	(xviii)	Agreements or Commitments . Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.	
2.1.2 Receipt of Confidential Information . A Conflicted PITV Investor will have the right to grant or withhold its approval on the matters set forth in Section 2.1.1 hereof and participate in discussions with respect thereto notwithstanding that such Conflicted PITV Investor may not be entitled to Confidential Information pertaining to such matter pursuant to the terms of this Agreement and/or the Stockholders Agreement; provided that such right to approve and participate in such approval process shall not imply that any Conflicted PITV Investor is entitled to any such Confidential Information; provided further that in connection with any Change of Control, the provisions of Sections 4.7.3, 4.7.5, 4.7.6. 4.7.7, 4.8.3(b), 4.8.8, 4.8.9, 4.8.10 and/or 10.10.1, as applicable, of the Stockholders Agreement shall apply in lieu of the provisions of this Section 2.1.2 .
2.1.3 Actions that Require Majority Principal Investor Approval and/or Majority Voting Principal Investor .
 
 	(i)	Majority Principal Investor Approval . Prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval (or in the case of clause (b) below, prior to a Principal Investor Two-Thirds Sell-Down), and in addition to any other approval required by, or any other provisions of, the organizational documents of the Company, BMPH and/or Univision, or by applicable Law, the parties hereto agree that the approval of the Majority Principal Investors shall be required for the Company or any of its subsidiaries to take any of the following actions, and the Company shall not, and shall cause its subsidiaries not to, take any of the following actions without the written approval of the Majority Principal Investors:	
 
 	(a)	Stockholders Agreements . Exercise any rights of the Majority Principal Investors under the Investment Agreement, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement and the certificate of incorporation of the Company or BMPH.	
 
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 	(b)	Drag Along Rights . Exercise the “Drag Along” rights pursuant to Sections 4.2 or 4.3 of the Stockholders Agreement.	
 
 	(c)	Change of Control . Effect a Change of Control.	
 
 	(d)	Program License Agreement . Notwithstanding other provisions of Section 2.1.1 , (i) amend, restate, modify or waive any provision of, or extend the term of the Program License Agreement, the Second Program License Agreement, the IPRA Amendment, the Sales Agency Agreement or the Mexico License Agreement, (ii) enter into any agreement, commitment or arrangement with Televisa related to the same or comparable programming and other media rights embodied in the Program License Agreement, the Second Program License Agreement, the IPRA Amendment, the Sales Agency Agreement or the Mexico License Agreement, or, if so approved by the Majority Principal Investors, thereafter amend, restate, modify or waive any provision thereof, or (iii) settle or compromise any claim, suit, action, arbitration or other proceeding whether administrative, civil or criminal, in law or in equity, with Televisa or any affiliate thereof or relating to any of the agreements referred to in clauses (i)  or (ii) above.	
 
 	(e)	Agreements or Commitments . Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.	
2.2 Actions that Require Board Approval . Prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, and in addition to any other approval required by any applicable provision of the Transaction Agreements or the Program License Agreement, if any, or by applicable Law, the parties hereto agree that the approval of the Board (or a committee thereof to which it is permitted under applicable Law to delegate and does delegate authority with respect to such matter in accordance with this Agreement) shall be required for the Company and/or any of its subsidiaries to take any of the following actions and the Company shall not, and shall cause its subsidiaries not to, take any of the following actions without the approval of the Board (or a committee thereof to which it is permitted under applicable law to delegate and does delegate authority with respect to such matter in accordance with this Agreement), regardless of any approval of such actions by their respective stockholders:
2.2.1 Management Incentive Plan . (i) Adopt or make a material amendment to any cash or equity based management incentive plan, and (ii) determine fair market value at which all stock grants under the Company’s Equity Incentive Plans shall be made and at which the exercise price for all option grants shall be set.
 
8

2.2.2 Executive Officers . (i) Hire or remove, with or without cause, or enter into, renew, materially modify or terminate, or waive any material rights under, any employment contract with, any executive officer of the Company, BMPH or Univision from time to time, and (ii) set procedures for periodic reviews and evaluations of senior executives and succession plans.
2.2.3 Management Equity Repurchases . Enter into or effect any transaction or series of related transactions involving the repurchase, redemption or other acquisition of securities, or options or rights to acquire any securities, of the Company or any of its subsidiaries from any Person who is or was an executive officer or manager thereof.
2.2.4 Auditors . Engage or terminate the engagement of the Company’s auditors.
2.2.5 Litigation . Settle or compromise any material claim, suit, action, arbitration or other proceeding whether administrative, civil or criminal, in law or in equity.
2.2.6 Financial Adviser . Engage investment bankers or financial advisers for the provision of financial, managerial and/or operational advice in connection with the Company’s business.
2.2.7 Committees of the Board . (a) Modify the composition of any committee of the Board other than in accordance with the terms of this Agreement, or (b) create any new committee of the Board to which the Board delegates authority (which, if approved by the Board must be a delegation of authority not inconsistent with this Agreement and is in accordance with Section 2.6 ).
2.2.8 Joint Ventures and Alliances . Enter into any joint venture or strategic alliance that has an aggregate value in excess of $10,000,000 per transaction or series of related transactions, or in excess of $25,000,000 in the aggregate in any fiscal year.
2.2.9 Acquisition of Assets . Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease in, license in, exchange or other acquisition (whether by merger, consolidation or otherwise) by the Company or any of its subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $10,000,000 per transaction or series of related transactions, or in excess of $25,000,000 in the aggregate in any fiscal year, other than (a) transactions solely between
 
9

and among any of the Company, BMPH, Univision and/or any of their wholly owned subsidiaries, and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory, equipment and supplies in the ordinary course of business.
2.2.10 Sale of Assets . Enter into or effect any transaction or series of related transactions, involving the sale, lease out, license out, exchange or other disposal (including by merger, consolidation or otherwise) by the Company or any of its subsidiaries of any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value (as reasonably determined by the Board) in excess of $10,000,000 per transaction or series of related transactions, or in excess of $25,000,000 in the aggregate in any fiscal year, other than (a) transactions solely between and among any of the Company, BMPH, Univision and/or any of their wholly owned subsidiaries, and (b) sales, leases, licensing, exchanges or other disposition of products and services of the Company’s business in the ordinary course of business.
2.2.11 Investments . Make any loan, advance or capital contribution to any Person (other than the Company, BMPH, Univision or any of their wholly-owned subsidiaries), in an amount in excess of $10,000,000 per transaction or series of related transactions, or in excess of $25,000,000 in the aggregate in any fiscal year.
2.2.12 Capital Expenditures . Increase the Company’s capital expenditure level by 5% or more than the capital expenditure level set in the Company’s approved annual budget applicable for such fiscal year.
2.2.13 Material Agreements . (a) Enter into, modify or amend in any material respect, or waive any material right under, any Contract (or series of related Contracts) providing for the payment to or by the Company or any of its subsidiaries of more than $25,000,000 in any twelve (12) month period, other than, in the case of Contracts (or series of related Contracts) providing for payments to the Company or any subsidiary thereof, entered into in the ordinary course of business or (b) enter into, modify or amend *****.
2.2.14 Annual Budget . Approve the annual operating budget of the Company and its subsidiaries, modify in any material respect any such budget or take any action that is or would be reasonably likely to result in a material variance therefrom.
2.2.15 Announcements . Approve or make any material public release or announcement concerning the Company and its subsidiaries as a whole.
2.2.16 Agreements or Commitments . Enter into any agreement or otherwise obligate or commit the Company or any of its subsidiaries to do any of the foregoing.
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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2.3 Other Restricted Actions .
2.3.1 Prior to the earlier to occur of (i) a Televisa Sell-Down or (ii) both a Sponsor Exit Sell Down and receipt of TOC Approval, in addition to any approval required under any applicable provision of the Transaction Agreements, including by Sections 2.1 or 2.2 herein and the Charter, or by applicable Law, the parties hereto agree that any transaction or agreement between the Company or one of its subsidiaries, on the one hand, and a member(s) of the PITV Investor Group or one or more of its Affiliates, on the other, shall require the consent of the PITV Investor Majority (other than the member(s) of the PITV Investor Group that is party or whose Affiliate is a party to such transaction) unless all PITV Investor Groups are parties to such transaction or agreement on a pro rata basis with respect to all of such PITV Investor Groups’ Shares.
2.3.2 Prior to such time as there are no Principal Investors remaining hereunder, each of the Principal Investor Groups agrees that it will not amend, modify or waive any of the following, unless such amendment, modification or waiver is approved by each Principal Investor Group:
 
 	(i)	any provision of Section 3 (Transfer Restrictions), Section 5 (Maximum Equity Percentage; Maximum Voting Percentage; Maximum Capital Percentage; and Holder Lock-Up) or Section 7 (Legends) of the Stockholders Agreement or Section 4 (Transfer Restrictions) or Section 8 (Legends) of the Participation, Registration Rights and Coordination Agreement, or any other provision of this Agreement or the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that imposes additional transfer restrictions on the Principal Investors or reduces the transfer restrictions imposed on any Principal Investor without a corresponding reduction in the transfer restrictions imposed on all other Principal Investors;	
 
 	(ii)	any provision of Section 4 of the Stockholders Agreement (“Tag Along” and “Drag Along” Rights, Post-IPO Purchase Right and Right of First Offer) that (a) reduces the Principal Investors’ rights as a Participating Seller (or their right to become a Participating Seller) under Section 4.1 of the Stockholders Agreement or (b) increases the Principal Investors’ obligations as a Participating Seller or Prospective Selling Stockholder (or adversely modifies the circumstances under which they can be required to be a Participating Seller or Prospective Selling Stockholder);	
 
 	(iii)	any provision of the definition of Principal Investor Group, Majority Principal Investors, Competitor, Conflicted PITV Investor, Majority Non Conflicted Principal Investors, Voting Principal Investor Groups, or Majority Voting Principal Investors in any of the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement or this Agreement that changes such definition so as to raise	
 
11

 	the threshold criteria to remain a Principal Investor Group or as to change the criteria for determining the Majority Principal Investors, a Competitor, a Conflicted PITV Investor, Majority Non Conflicted Principal Investors, Voting Principal Investor Groups or Majority Voting Principal Investors, as the case may be;	
 
 	(iv)	the Information Rights available to the Principal Investors under Section 10.12 of the Stockholders Agreement in a manner that reduces such rights;	
 
 	(v)	the definitions of Participation Shares or Participation Portion in the Participation, Registration Rights and Coordination Agreement that reduces the rights of a Principal Investor to participate in issuances of securities pursuant to Section 2 thereof;	
 
 	(vi)	Section 10.7 or 10.8 of the Stockholders Agreement, or Section 10.7 or 10.8 of the Participation, Registration Rights and Coordination Agreement;	
 
 	(vii)	Section 3 of the Participation, Registration Rights and Coordination Agreement that materially reduces or restricts the rights of a Principal Investor to initiate or participate in registered offerings of Common Stock;	
 
 	(viii)	Sections 2.5.1 (Composition of the Board), 2.5.2 (Class S Directors), 2.5.6 (Sponsor Sell-Down Class S Directors), 2.5.9 (Board Observers) or 2.6 (Committees of the Board) hereof;	
 
 	(ix)	Section 9.12 of this Agreement that reduces the indemnification rights set forth therein;	
 
 	(x)	Section 7.3 of the Participation, Registration Rights and Coordination Agreement and Section 8.3 of the Stockholders Agreement that materially reduces or restricts the rights of a Principal Investor to withdraw from such agreements; or	
 
 	(xi)	the certificate of incorporation of the Company to effect a reverse stock split in which any of the Common Stock held by any PITV Investor is converted into the right to receive cash in lieu of a fractional share;	
provided , that any amendment to the definitions used in such provisions (only to the extent any such amendment would have an effect contrary to the intent set forth in any of clauses (i)  through (xi)  immediately above) shall also require the consent of each Principal Investor Group; provided , however , that the consent of any Principal Investor or Principal Investor Group, as applicable, shall only be required under this Section  2.3.2 for any amendment, modification or waiver to the Stockholders Agreement, the
 
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Participation, Registration Rights and Coordination Agreement, the organizational documents of the Company or BMPH or this Agreement to the extent it Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as compared to the other Principal Investors or Principal Investor Groups, as applicable; provided , further , that any Principal Investor or Principal Investor Group may waive any right of such Principal Investor or Principal Investor Group hereunder by an instrument in writing signed by such Principal Investor or Principal Investor Group.
2.3.3 Prior to such time as there are no Principal Investors remaining hereunder, in connection with any vote or action of the stockholders of the Company or any subsidiary thereof relating to either of the following matters, each of the Principal Investor Groups agrees that it will not consent to, or vote in favor of either of, the following matters, unless it is approved by each Principal Investor Group:
 
 	(i)	Other than pursuant to the exercise, conversion or exchange of TV Warrants or the exercise of participation rights by Televisa Investors or exercise by Televisa Investors of other rights under the Transaction Agreements to exchange Shares, the repurchase, exercise of call rights or other acquisition of securities of the Company or BMPH from, or require the sale of securities of the Company or BMPH by, the Principal Investor Groups which is not on a pro rata basis (other than non pro rata repurchase, exercise, other acquisition or requirement of sale, in the case of de minimis differences); or	
 
 	(ii)	Any action pursuant to Section 3.2.1(b)(iii) of the Participation, Registration Rights and Coordination Agreement in a manner that Discriminates against Principal Investor Groups;	
provided , that any Principal Investor or Principal Investor Group may waive any right of such Principal Investor or Principal Investor Group hereunder by an instrument in writing signed by such Principal Investor or Principal Investor Group.
2.4 Actions that Require the Majority Televisa Investors’ Approval . In addition to any other approval required by, or any other provision of, the organizational documents of the Company, BMPH or Univision, Section 2.1 , 2.2 or 2.3 or by applicable Law, the parties hereto agree that the approval of the Majority Televisa Investors shall be required for any of the Company, BMPH and/or Univision to take any of the following actions, and the Company shall not, and shall cause its subsidiaries not to, take any of the following actions without the written approval of the Majority Televisa Investors:
2.4.1 Amendments to Other Agreements . Amend, alter or repeal any provision of the Transaction Agreements to the extent that such amendment, alteration or repeal would, by its terms, Discriminate against the Televisa Investors in a manner that is disproportionately adverse to the Televisa Investors’ rights and obligations as compared to (i) the Principal Investors, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, (ii) the public stockholders of the Company, following a both Sponsor Exit Sell-Down and receipt of TOC Approval, if there are public stockholders and not a Purchaser of Control, or (iii) a Purchaser of Control, following a Change of Control.
 
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2.4.2 Modification to Board Composition or Board Committees . Amend, modify or waive the provisions (i) hereof or of the Charter or the bylaws of the Company, BMPH and/or Univision in a manner that disproportionately changes the number of Directors the Televisa Investors are entitled to designate to the Board as compared to (1) the Principal Investors, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, or (2) the Purchaser of Control, following a Change of Control (or in a manner that changes the number of Directors the Televisa Investors are entitled to designate to the Board if both a Sponsor Exit Sell-Down and receipt of TOC Approval has occurred and there is no Purchaser of Control), (ii) hereof or any provision of the Charter or the bylaws of the Company, BMPH and/or Univision in a manner that changes the committees the board is required to maintain, or (iii) hereof or any provision of the charter or the bylaws of the Company, BMPH or Univision in a manner that disproportionately changes the number of Directors the Televisa Investors are entitled to designate to each committee as compared to (1) the Principal Investors, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval or (2) the Purchaser of Control, following a Change of Control; provided , that the Televisa Investors’ representation on any committee shall not be less than one (or in a manner that changes the number of Directors the Televisa Investors are entitled to designate to each committee if a Sponsor Exit Sell-Down has occurred and there is no Purchaser of Control) to the extent that the Televisa Investors are entitled to appoint at least one Director.
2.4.3 Transfer Restrictions . Amend, modify or waive any provision of the Transaction Agreements, if such amendment, modification or waiver imposes additional transfer restrictions on the Televisa Investors, other than amendments, modifications or waivers that are (i) required by applicable Law (but subject to Section 9.9 ), (ii) customary insider information trading windows imposed by the Company following the Company’s Initial Public Offering, and (iii) restrictions in underwriter’s lock-ups.
2.4.4 Information Rights . Amend, modify or waive the provisions of Section 2.5.11 or 2.6.1 hereof or Section 10.12 of the Stockholders Agreement in a manner that adversely changes the Televisa Investors’ information rights thereunder.
2.4.5 Participation Rights . Amend, modify or waive the provisions of the Participation, Registration Rights and Coordination Agreement in a manner that adversely changes the Televisa Investors’ rights to participate (or terms and conditions of such rights) in issuances of securities.
2.4.6 Registration Rights . Amend, modify or waive any provision of the Participation, Registration Rights and Coordination Agreement in a manner that adversely changes the Televisa Investors’ right to initiate or participate in registered offerings of Common Stock.
2.4.7 Indemnification Rights . Amend, modify or waive the provisions of Section 9.12 hereof or Section 3.4 of the Participation, Registration Rights and Coordination Agreement in a manner that adversely changes the Televisa Investors’ rights or obligations thereunder.
 
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2.4.8 Certain Reverse Stock Splits . Amend, modify or waive the provisions of the Charter to effect a reverse stock split in which any of the Common Stock held by any Televisa Investor is converted into the right to receive cash in lieu of a fractional share.
2.4.9 Certain Sections . Amend, modify or waive Section 10.7 or 10.8 of the Stockholders Agreements or of the Participation, Registration Rights and Coordination Agreement in a manner adverse to Televisa.
2.4.10 Period . The rights granted to the Majority Televisa Investors pursuant to this Section 2.4 shall expire upon a Televisa Sell-Down; provided , however , that (i) the Majority Televisa Investors rights pursuant to Sections 2.4.1 (Amendments to Other Agreements), 2.4.3 (Transfer Restrictions), 2.4.5 (Participation Rights), 2.4.6 (Registration Rights) and 2.4.7 (Indemnification Rights) will survive so long as the Televisa Investors hold any Shares; and (ii) the Majority Televisa Investors rights granted pursuant to Sections 2.4.2 (Modification to Board Composition or Board Committees) and 2.4.4 (Information Rights) shall survive until such time as the Televisa Investors no longer have a right to elect at least one (1) director to the Board pursuant to this Agreement.
2.5 Board of Directors .
2.5.1 Composition of the Board . Each PITV Investor hereby agrees to vote, or cause to be voted, all Shares which have voting rights over which such PITV Investor has the power to vote or direct the voting (including, in the case of the Principal Investors, pursuant to a proxy granted under Section 2.1.3 of the Stockholders Agreement), and will take all necessary or desirable actions within such PITV Investor’s control, and the Company and the Board will take all necessary or desirable actions within its control, to cause the authorized number of directors (the “ Directors ”) to be established at (A) prior to a Sponsor Exit Sell-Down, twenty-two (22) Directors and (B) following a Sponsor Exit Sell-Down, eleven (11) Directors, or such greater number approved pursuant to Section 2.1.1(vi) and subject to Section 2.4.2 .
2.5.2 Class S Directors . In accordance with Section 4.5.2(b) of the Charter, prior to a Sponsor Exit Sell-Down, the Principal Investor Groups in their capacity as holders of Class S-1 Common Stock have the right to elect fourteen (14) Directors, and each Principal Investor Group agrees that it will vote, or cause to be voted, all shares of Class S-1 Common Stock over which such Principal Investor Group has the power to vote or direct the voting, to elect or appoint to the Board and cause to be continued in office fourteen (14) individuals, who shall be designated and elected as follows:
 
 	(i)	Subject to Section 2.5.2(iii), (a) each Voting Principal Investor Group (other than the SCG Investors) shall have the right to designate three (3) individuals to serve as Directors and (b) the SCG Investors shall have	
 
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 	the right to designate two (2) individuals to serve as Directors (the Directors that the Principal Investor Groups have the right to elect hereunder, together with the Directors that the Majority Voting Principal Investors have the right to designate pursuant to Section 2.5.2(ii)-(iv)) the “ Class S Directors ”); provided , that, prior to a Principal Investor Sell-Down, a Voting Principal Investor Group can assign its right to designate member(s) of the Board (x) to any Affiliated Fund which is, alone or together with its Affiliates, a Voting Principal Investor, or (y) subject to the consent of the Majority Voting Principal Investors, to a Person that acquires all Shares held by such Principal Investor Group at such time and becomes a party to this Agreement as a Principal Investor. No individual designated by a Voting Principal Investor Group pursuant to clause (i) shall be removed without such Voting Principal Investor Group’s consent.	
 
 	(ii)	Subject to Section 2.5.2(iii), each Non Voting Principal Investor Group shall be entitled to nominate three (3) members to the Board (each a “ Board Nominee ”); provided , that in no event shall such Board Nominee(s) be an employee(s) of the Non Voting Principal Investor Group or any Affiliate thereof, or an officer, Director (or observer to the Board), employee, agent, equityholder (other than a holder of up to 1% of the common stock of a publicly traded company) or other Affiliate of a Competitor. The Majority Voting Principal Investors shall be entitled, in their sole discretion, to designate such Board Nominees to the Board and to remove such Board Nominees from the Board, with or without cause; provided , that if any such Board Nominee is not elected and appointed to the Board or removed therefrom, the Non Voting Principal Investor Group that nominated such individual shall be entitled to nominate his or her replacement. Prior to a Principal Investor Sell-Down a Non Voting Principal Investor Group can assign its right to nominate Board Nominees (a) to any Affiliated Fund, or (b) subject to the consent of the Majority Principal Investors, to a Person that acquires all Shares held by such Non Voting Principal Investor Group at such time and becomes a party to this Agreement. For the avoidance of doubt, the appointment of nominees pursuant to this Section 2.5.2(ii) shall not be subject to the recommendation of the Nominating Committee. No Board Nominee nominated by a Non Voting Principal Investor Group and elected and appointed by the Majority Voting Principal Investors pursuant to this clause (ii) shall be removed without the Majority Voting Principal Investors’ consent.	
 
 	(iii)	In the event of a Principal Investor Group Sell-Down, such Principal Investor Group to which the Principal Investor Group Sell-Down applies shall no longer have a right to designate or nominate individuals to serve as Directors on the Board pursuant to Sections 2.5.2(i) or	
 
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 	2.5.2(ii) and the vacancy on the Board resulting from such Principal Investor Group Sell Down shall be filled by individuals designated or nominated by the Majority Voting Principal Investors.	
 
 	(iv)	In the event one or more of such fourteen (14) positions on the Board filled pursuant to paragraphs (i) or (ii) above becomes vacant (due to resignation, death, removal or otherwise) prior to the Sponsor Exit Sell-Down, the Voting Principal Investor Group which designated the individual who has ceased to serve as a Director shall be entitled, in its sole discretion, to designate an individual to such vacant position on the Board; provided , however , that if such Voting Principal Investor Group ceases to have the right to designate individuals to serve on the Board pursuant to Section 2.5.2(iii), then the Majority Voting Principal Investors shall be entitled to designate an individual to such vacant position.	
 
 	(v)	As of the date hereof, the fourteen (14) designees to the Board designated pursuant to this Section 2.5.2 shall be as set forth on Schedule 2.5.2 attached hereto.	
2.5.3 Reserved .
2.5.4 CEO Director . In accordance with Sections 4.5.2(d) and 4.5.3(d) of the Charter, prior to a Sponsor Exit Sell-Down and receipt of TOC Approval, the holders of Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock are entitled to elect a Director who shall be the Chief Executive Officer of the Corporation (the “ CEO Director ”), and each PITV Investor, in its capacity as a holder of Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock, as applicable, agrees that it will vote, or cause to be voted, all such Shares over which such PITV Investor has the power to vote or direct the voting, to elect or appoint to the Board or cause to be elected or appointed to the Board and cause to be continued in office the Chief Executive Officer of the Corporation.
2.5.5 Independent Directors . In accordance with Section 4.5.2(a) of the Charter, prior to a Sponsor Exit Sell-Down, the holders of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock are entitled to elect a certain number of Independent Directors, and each PITV Investor, in its capacity as a holder of Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock, as applicable, hereby agrees to take all action within its control, including voting, or causing to be voted, all such Shares over which such PITV Investor has the power to vote or direct the voting, to elect or appoint to the Board or cause to be elected or appointed to the Board and cause to be continued in office each individual recommended by the Board to serve as an Independent Director pursuant to Sections 4.5.2(a) and 4.5.5 of the Charter.
2.5.6 Sponsor Sell-Down Class S Directors . In accordance with Section 4.5.3(b) of the Charter, following the Sponsor Exit Sell-Down, but prior to receipt of TOC
 
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Approval, the Principal Investor Groups, in their capacity as holders of Class S-1 Common Stock, have the right to elect six (6) Directors, and each Principal Investor Group hereby agrees that it will vote, or cause to be voted, all shares of Class S-1 Common Stock over which such Principal Investor Group has the power to vote or direct the voting, to elect or appoint to the Board and cause to be continued in office six (6) Directors (the “ Sponsor Sell-Down Class S Directors ”), who shall be designated and elected as follows:
 
 	(i)	Subject to Section 2.5.6(iii), (a) each Voting Principal Investor Group shall have the right to designate one (1) individual to serve as a Sponsor Sell-Down Class S Director and (b) the Majority Voting Principal Investors shall have the right to designate one (1) individual to serve as a Sponsor Sell-Down Class S Director; provided , that, prior to a Principal Investor Sell-Down, a Voting Principal Investor Group can assign its right to designate member(s) of the Board (x) to any Affiliated Fund which is, alone or together with its Affiliates, a Voting Principal Investor, or (y) subject to the consent of the Majority Voting Principal Investors, to a Person that acquires all Shares held by such Principal Investor Group at such time and becomes a party to this Agreement as a Principal Investor; provided , further, that each Sponsor Sell-Down Class S Director designated pursuant to Section 2.5.6(i)(a) shall be independent of each Principal Investor Group and the Company (within the meaning of the New York Stock Exchange Rules, assuming for purposes of determining whether a Sponsor Sell-Down Class S Director designated pursuant to Section 2.5.6(i)(a) is independent of a Principal Investor Group, such Principal Investor Group shall be deemed the issuer). No individual designated by a Voting Principal Investor Group pursuant to clause (i) shall be removed without such Voting Principal Investor Group’s consent. For the avoidance of doubt, the Sponsor Sell-Down Class S Director designated pursuant to Section 2.5.6(i)(b) shall not be required to be independent of the Company or the Principal Investor Groups.	
 
 	(ii)	Subject to Section 2.5.6(iii), each Non Voting Principal Investor Group shall be entitled to nominate one (1) individual to serve as a Sponsor Sell-Down Class S Director (each a “ Sponsor Sell-Down Board Nominee ”); provided , that in no event shall such Sponsor Sell-Down Board Nominee(s) be an employee(s) of the Non Voting Principal Investor Group or any Affiliate thereof, or an officer, Director (or observer to the Board), employee, agent, equityholder (other than a holder of up to 1% of the common stock of a publicly traded company) or other Affiliate of a Competitor. The Majority Voting Principal Investors shall be entitled, in their sole discretion, to designate such Sponsor Sell-Down Board Nominees to serve as Sponsor Sell-Down Class S Directors and to remove such Sponsor Sell-Down Board Nominees from the Board, with or without cause; provided , that if any	
 
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 	such Sponsor Sell-Down Board Nominee is not elected and appointed to the Board or removed therefrom, the Non Voting Principal Investor Group that nominated such individual shall be entitled to nominate his or her replacement; provided , further, that each Sponsor Sell-Down Class S Director designated pursuant to Section 2.5.6(i)(a) shall be independent of each Principal Investor Group and the Company (within the meaning of the New York Stock Exchange Rules, assuming for purposes of determining whether a Sponsor Sell-Down Class S Director designated pursuant to Section 2.5.6(i)(a) is independent of a Principal Investor Group, such Principal Investor Group shall be deemed the issuer). Prior to a Principal Investor Sell-Down a Non Voting Principal Investor Group can assign its right to nominate Sponsor Sell-Down Board Nominees (a) to any Affiliated Fund, or (b) subject to the consent of the Majority Principal Investors, to a Person that acquires all Shares held by such Non Voting Principal Investor Group at such time and becomes a party to this Agreement. For the avoidance of doubt, the appointment of nominees pursuant to this Section 2.5.6(ii) shall not be subject to the recommendation of the Nominating Committee. No Sponsor Sell-Down Board Nominee nominated by a Non Voting Principal Investor Group and elected and appointed by the Majority Voting Principal Investors pursuant to this clause (ii) shall be removed without the Majority Voting Principal Investors’ consent.	
 
 	(iii)	In the event of a Principal Investor Group Sell-Down, such Principal Investor Group to which the Principal Investor Group Sell-Down applies shall no longer have a right to designate or nominate individuals to serve as Directors on the Board pursuant to Sections 2.5.6(i) or 2.5.6(ii) and the vacancy on the Board resulting from the Principal Investor Group Sell Down shall be filled by individuals designated or nominated by the Majority Voting Principal Investors.	
 
 	(iv)	In the event one or more of such six (6) positions on the Board filled pursuant to paragraphs (i) or (ii) above becomes vacant (due to resignation, death, removal or otherwise) prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, the Voting Principal Investor Group or Majority Principal Investors, as applicable, which designated the individual who has ceased to serve as a Sponsor Sell-Down Class S Director shall be entitled, in its sole discretion, to designate an individual to such vacant position on the Board; provided , however , that if such Voting Principal Investor Group ceases to have the right to designate individuals to serve on the Board pursuant to Section 2.5.6(iii), then the Majority Voting Principal Investors shall be entitled to designate an individual to such vacant position.	
2.5.7 Sponsor Sell-Down Independent Directors . In accordance with Section 4.5.3(a) of the Charter, following a Sponsor Exit Sell-Down but prior to receipt of
 
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TOC Approval, the holders of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock are entitled to elect a certain number of Sponsor Sell-Down Independent Directors and each PITV Investor, in its capacity as a holder of Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock, as applicable, hereby agrees to take all action within its control, including voting or causing to be voted, all such Shares over which such holder has the power to vote or direct the voting, to elect or appoint to the Board or cause to be elected or appointed to the Board and cause to be continued in office each individual recommended by the Board to serve as a Sponsor Sell-Down Independent Director pursuant to Section 4.5.3(a) of the Charter.
2.5.8 Certain Board Size and Representation Matters . Until the date upon which the Televisa Investors have voluntarily sold ninety-eight percent (98%) or more, in the aggregate, of the shares of Common Stock and Convertible Securities exchangeable or convertible into shares of Common Stock or TV Warrants (on an as-converted basis) held by the Televisa Investors on the Calculation Date as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes, the PITV Investors agree that no member of the Board (or observer) may be a Restricted Person or an Affiliate of a Restricted Person, and each PITV Investor, in its capacity as a holder of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock, as applicable, agrees that it will not vote its Shares or take other actions, including voting, or causing to be voted all Shares which they have voting rights over, which such PITV Investor has the power to vote or direct the voting to cause a Restricted Person to be a member of the Board. In addition, until the earlier of (i) a Sponsor Exit Sell-Down and receipt of TOC Approval and (ii) Televisa Sell-Down, each of the Independent Directors and the Sponsor Sell-Down Independent Directors shall be recommended for nomination by the unanimous vote of the members of the Nominating Committee and nominated by the majority approval of all of the members of the Board; provided that, if three candidates for an independent Director position are not recommended unanimously by the Nominating Committee, then the next candidate for such position will be recommended to the Board for nomination by a majority vote of the Nominating Committee. Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, but until a Televisa Sell-Down, each of the Post-Sponsor Exit Independent Directors shall be recommended for nomination by a majority vote of the Nominating Committee and nominated by the unanimous vote of all the members of the Board. Each Independent Director, Sponsor Sell-Down Independent Director and Post-Sponsor Exit Independent Director shall at all times meet the standard for Independence.
2.5.9 Board Observers . Each Non Voting Principal Investor Group shall be permitted to designate one non-voting observer to the Board and its committees (a “ Board Observer ”) for so long as such Non Voting Principal Investor Group retains the right to nominate a Director to the Board pursuant to Section 2.5.2(ii) or Section 2.5.6(ii) . If such Non Voting Principal Investor Group does not nominate the maximum number of Board Nominees it is entitled to nominate to the Board pursuant to Section 2.5.2(ii) or Section 2.5.6(ii) (or if such individuals are not or have not been elected to, or are removed from, the Board and not replaced by another Board Nominee of such Non Voting Principal Investor
 
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Group), such Non Voting Principal Investor Group may designate one or more Board Observer(s) in lieu of such Board Nominee(s), but the total number of Board Observers designated pursuant to this Section 2.5.9 shall not exceed the maximum number of Board Nominees as Sponsor Sell-Down Board Nominees (as applicable) that the Non Voting Principal Investor Group is eligible to nominate pursuant to Section 2.5.2(ii) or Section 2.5.6(ii) (as applicable). Board Observer(s) shall not be an officer or employee of a Competitor. In the event such Board Observer(s) is a Director (or observer to the board), equityholder (other than a holder of up to 1% of the common stock of a publicly traded company) or an Affiliate of a Competitor, such Board Observer(s) shall recuse himself or herself (and the Board may require such Board Observer(s) to be recused) from that portion of any meetings of the Board or committees thereof during which matters pertaining to any sector of the Business (including television, radio, music recording and publishing and Internet portals) that competes with such Competitor will be discussed, as determined by the Board or applicable committee. The Company shall, at any time, provide the Board Observer with (a) notice of all meetings of the Board and its committees and (b) provide all information delivered to the members of the Board and its committees prior to such meetings at the same time such notice and information is delivered to the members of the Board and its committees; provided , that such Board Observer shall enter into a confidentiality agreement substantially in the form to be approved by the Board with respect to such information; and provided , further , that if any such information is Confidential Information with respect to which the Non Voting Principal Investor that appointed such Board Observer is deemed a Conflicted PITV Investor, such information shall not be provided to the Board Observer. Notwithstanding any provision hereof to the contrary, the Board, in its good faith judgment, shall be entitled to require a Board Observer to be excluded from any portion of a Board meeting or a meeting of its committees when the Board discusses any matters relating to Confidential Information with respect to which the Non Voting Principal Investor that appointed such Board Observer is deemed a Conflicted PITV Investor.
2.5.10 Proxy . If any PITV Investor fails to vote, or cause to be voted all Shares owned by such PITV Investor or over which such PITV Investor has voting control, in compliance with this Section 2.5 , within five (5) days of receiving a written notice regarding such non-compliance from the Company, the Majority PITV Investors (without taking into account any Non Voting Principal Investor Group) shall have a proxy to vote such PITV Investor’s Shares to give effect to the agreements contained in this Section 2.5 . The power and authority to exercise the proxy granted hereby shall be exercised if and only to the extent in compliance with this Agreement and only if the matter to be voted on has been approved by the Majority PITV Investors (without taking into account any Non Voting Principal Investor Group) and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support irrevocable power.
2.5.11 Information Rights . Subject to the requirements of Sections 2.1.2 , 4.1 and 4.4 of this Agreement and Section 10.12 of the Stockholders Agreement, all Directors shall have the same information rights which will be consistent with the laws of the State of Delaware.
2.5.12 Expenses . Each member of the Board and each Board Observer shall be entitled to reimbursement from the Company for his or her reasonable out-of-pocket expenses (including travel) incurred in attending any meeting of the Board or any committee thereof.
 
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2.6 Committees of the Board . The Company shall cause the Board to maintain the following committees: (a) an audit committee (the “ Audit Committee ”), (b) a compensation committee (the “ Compensation Committee ”), (c) a nominating committee (the “ Nominating Committee ”), (d) a finance committee (the “ Finance Committee ”), and (e) any other committee as the Board shall determine in its discretion, subject to Section 2.2.7 . The role of each committee, and the related person transaction policy of the Company, shall be in accordance with the charters attached hereto as Exhibits [●], [●], [●], [●] and [●], as may be amended and amended and restated from time to time, and, in the case of the Nominating Committee, in accordance with Section 2.5.8 .
2.6.1 Composition of Committees of the Board . Prior to a Sponsor Exit Sell-Down and receipt of TOC Approval, except as otherwise set forth in this Section 2.6, each committee of the Board will be comprised of one (1) Director designated by each PITV Investor Group (other than Non Voting Principal Investor Groups), except to the extent (i) any PITV Investor Group waives its right to have its elected Director be a member of such committee and (ii) that such committee is required by Law to be comprised of only Directors meeting the standard for Independence (which, for the avoidance of doubt, includes, as of the date hereof, the Audit Committee) and all Directors designated by such PITV Investor Group fail to meet the standard for Independence. Following a Sponsor Exit Sell-Down and receipt of TOC Approval, the Televisa Investors shall be entitled to designate one (1) Director to serve on each committee of the Board, except to the extent (a) the Televisa Investors waive their right to have an elected Director be a member of such committee and (b) that such committee is required by Law to be comprised of only Directors meeting the standard for Independence (which, for the avoidance of doubt, includes, as of the date hereof, the Audit Committee) and all Directors designated by the Televisa Investors fail to meet the standard for Independence. In the event that any PITV Investor Group (including any Non Voting Principal Investor Group) does not designate a Director to a committee pursuant to clause (ii) or clause (b) above, such PITV Investor Group shall have the right to designate an individual to observe the meetings of such committee to the extent permitted by applicable Laws, which individual shall receive the same notice of meetings and information that is received by members of such committee. The chairman of each committee of the Board will be elected by a majority of the members of such committee.
2.7 Meetings; Notice; Quorum; Decisions .
2.7.1 The Board shall hold no less than one (1) meeting per fiscal quarter. Regular meetings of the Board and committees thereof shall be held at such times and places as the Board shall from time to time by resolution determine. Each PITV Investor shall have the right to call a special meeting of the Board. At least fifteen (15) Business Days’ notice must be given of regular meetings of the Board even if such meetings are held at times and places fixed by resolution of the Board and committees thereof, as applicable. A notice of the
 
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place, date and time and the purpose or purposes of each special meeting of the Board shall be given to each Director by mailing, via regular U.S. mail, overnight delivery or facsimile, at least 48 hours before such special meeting, or by telephoning or emailing the same or by delivering the same personally not later than 48 hours before the day of the meeting (“ Special Meeting Notice ”). Within 48 hours from receipt of the applicable Special Meeting Notice, one or more Class T Directors, Sponsor Sell-Down Class T Directors or Post-Sponsor Exit Class T Directors may notify the chairman of the Board that he or she cannot attend such scheduled meeting and requests that such special meeting be postponed, and in such event such meeting will be postponed to a subsequent date (which, unless otherwise agreed by Televisa, shall be at least 48 hours after such notification). The special meeting of the Board shall be held on such subsequent date, whether or not any of the Class T Directors, Sponsor Sell-Down Class T Directors or Post-Sponsor Exit Class T Directors can attend the special meeting on such date. Except for the first sentence, the provisions of this Section 2.7.1 shall apply equally to committee meetings. For the avoidance of doubt, in no event shall the Class T Directors, Sponsor Sell-Down Class T Directors or Post-Sponsor Exit Class T Directors have the right to postpone any proposed special meeting of the Board more than once as a result of any of the Class T Directors’, Sponsor Sell-Down Class T Directors’ or Post-Sponsor Exit Class T Directors’ inability to attend such special meeting. This Section 2.7.1 shall terminate and be of no further force and effect at such time as the holders of the Class T-1 Common Stock are no longer entitled to elect any Post-Sponsor Exit Class T Directors.
2.7.2 At each meeting of the Board (or committee thereof) at which a quorum is present, each Director shall be entitled to one vote on each matter to be voted on at such meeting. A majority of the Directors then serving on the Board (or committee thereof) shall constitute a quorum. Except as may be otherwise required by Law or the Transaction Agreements, when a quorum is present at any meeting, the vote of a majority of the directors present shall be the act of the Board (or committee thereof). All Directors may attend meetings of the Board or committee thereof telephonically if they cannot appear in person.
2.8 BMPH and Univision Directors . The Company will cause the boards of directors of BMPH and Univision to consist at all times of the same members as the Board of the Company at such time; provided , that a PITV Investor Group may, by notice to the Company and the other PITV Investor Groups, have a different person serve as a director of BMPH and/or Univision than such PITV Investor Group elected to the Board. Each of BMPH and Univision shall, and the Company shall cause the board of directors of each of BMPH and Univision to, maintain at all times such committees as the Company at such time, with the same member composition; provided , that a PITV Investor Group may, by notice to the Company and the other PITV Investor Groups, have a different person serve on a committee of BMPH or Univision than serves on the corresponding committee for the Company. Any rights of Televisa and the Majority Televisa Investors under Section 2.4 of this Agreement, Section 4.4.3 of the Charter, or Section 17.1 of the Program License Agreement, shall apply to actions by any subsidiary of the Company.
2.9 Further Assurances . The Company will not, and will cause its subsidiaries not to, give effect to any action by any PITV Investor or any other Person which is in contravention of this Section 2 . Subject to rights of Televisa and the Majority Televisa Investors under Section 2.4
 
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of this Agreement, Section 4.4.3 of the Charter, and Section 17.1 of the Program License Agreement, in connection with any vote or action of the stockholders of the Company or any subsidiary thereof relating to any matter requiring consent as specified in Sections 2.1 , 2.2 , 2.3 or 2.4 , each PITV Investor agrees, with respect to any voting securities beneficially owned by such PITV Investor with respect to which it has the power to vote, (a) to vote against (and not act in any manner, including by way of a written consent, to approve) such matter if such matter was subject to and has failed to receive any of the required approvals of the Majority PITV Investors, the Majority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV Investor Majority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance with the Transaction Agreements and to take or cause to be taken all other reasonable actions, to the extent permitted by law, to prevent the taking of any action by the Company and any subsidiary thereof with respect to a matter unless such matter was subject to and has received all required approvals of the Majority PITV Investors, the Majority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV Investor Majority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance with the Transaction Agreements and (b) to vote in favor of such matter if such matter was subject to and has received all required approvals of the Majority PITV Investors, the Majority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV Investor Majority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance with the Transaction Agreements and to take or cause to be taken all other reasonable actions, to the extent permitted by law, to cause the taking of all actions by the Company and any subsidiary thereof with respect to a matter which has received all required approvals of the Majority PITV Investors, the Majority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV Investor Majority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance with the Transaction Agreements.
2.10 Period . Each of the foregoing provisions of this Section 2 shall survive the Initial Public Offering and a Change of Control and with respect to any particular provision, shall survive until the last date permitted by applicable Law or any earlier date expressly specified in this Section 2 . In the event a Televisa Sell-Down occurs prior to there being no Principal Investors remaining as parties to this Agreement, the Principal Investors hereby agree that certain sections in this Section 2 shall be amended or replaced as follows: Section 2.1 herein shall be replaced in its entirety by Section 2.1 in the 2007 Principal Investor Agreement, Section 2.2 herein shall be replaced in its entirety by Section 2.2 in the 2007 Principal Investor Agreement, and Section 2.3 herein shall be replaced in its entirety by Section 2.3 in the 2007 Principal Investor Agreement.
2.11 Proxies . Each Principal Investor agrees that it shall not vote the Shares of any other Principal Investor pursuant to the proxies granted under Sections 2.1 and 2.2 of the Stockholders Agreement in any manner inconsistent with this Agreement, the Participation, Registration Rights and Coordination Agreement or the Stockholders Agreement.
2.12 Service, Consulting, Management and Advisory Agreements . Notwithstanding anything to the contrary contained herein, the Company shall not, and shall cause its subsidiaries not to, without the affirmative vote or prior written approval of Televisa, enter into, modify or amend, extend, or waive any rights under any agreement, arrangement or transaction between the Company or any of its subsidiaries, on the one hand, and any Principal Investor and/or its Affiliates, on the other hand, relating to consulting, management or advisory services.
 
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3.	TRANSFER RESTRICTIONS .	
3.1 PITV Investors Permitted Transferees . Any Permitted Transferee receiving Shares from a PITV Investor in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or 3.1.5 of the Stockholders Agreement shall be subject to the terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the PITV Investor that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such PITV Investor. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 3.1.1, 3.1.4(b) or 3.1.5 of the Stockholders Agreement, and as a condition thereto, each holder of Shares effecting such Transfer shall (a) cause such Permitted Transferee to deliver to the Company and each of the PITV Investors (other than the transferor) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (b) remain directly liable for the performance by the Permitted Transferee of all obligations of such Permitted Transferee under this Agreement.
3.2 Transfer by Principal Investors and Principal Investor Groups . Subject to any applicable provisions of the Charter, the certificate of incorporation or similar organizational documents of subsidiaries of the Company, this Agreement and Sections 4.7, 4.8 and 4.9 of the Stockholders Agreement, each PITV Investor agrees and acknowledges hereby that each Principal Investor’s and each Principal Investor Group’s individual and collective rights in their capacity as such under any and all of the applicable Transaction Agreements (other than the Investment Agreement) (including their rights as holders of Class S Common Stock and rights pursuant to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 hereof, but excluding the rights retained by any such transferor as an “Other Holder” under the Stockholders Agreement (including under Section 4.1 thereof) and as an “Other Investor” under the Participation, Registration Rights and Coordination Agreement, in each case, by virtue of any Shares retained by such transferor), (i) shall be fully transferred by such Principal Investors and Principal Investor Groups to such Purchaser of Control in connection with a Compliant Change of Control Transaction with the result that the Purchaser of Control will become and have all the rights of the Principal Investors and Principal Investor Groups, and the rights so transferred shall not be retained by or shared with the transferors, provided that such Purchaser of Control agrees to assume all of the Principal Investors’ and Principal Investor Groups’ obligations hereunder and under any and all applicable Transaction Agreements (but excluding the obligations that continue to be imposed on any such transferor as an Other Holder under the Stockholders Agreement and/or as an Other Investor under the Participation, Registration Rights and Coordination Agreement, by virtue of any Shares retained by such transferor), in each case, to the same extent as the transferor was bound, and the transferor remains bound as an Other Holder under the Stockholders Agreement and as an Other Investor under the Participation, Registration Rights and Coordination Agreement to the extent it owns any Shares following such Compliant Change of Control Transaction, (ii) such transfer of rights to and assumption of obligations by the Purchaser of Control shall not in itself require any Televisa Investor’s approval hereunder or under any of the other Transaction Agreements or any other agreement (without prejudice to any approvals expressly required for or
 
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in connection with, or other rights expressly provided with respect to, the Compliant Change of Control Transaction, the Change of Control Procedures and other applicable provisions of the Transaction Documents), and (iii) any Purchaser of Control can thereafter transfer all such rights (other than rights that it elects to terminate) and all such obligations to any subsequent Purchaser of Control in connection with a Compliant Change of Control Transaction; provided that none of the rights so transferred shall be retained by or shared with the transferor Purchaser of Control and such subsequent Purchaser of Control shall assume all of the Principal Investor Groups’ obligations under any and all of the applicable Transaction Agreements (but excluding the obligations that continue to be imposed on any transferor as an Other Holder under the Stockholders Agreement and as an Other Investor under the Participation, Registration Rights and Coordination Agreement by virtue of any Shares retained by such transferor), in each case, to the same extent as the transferor Purchaser of Control was bound, and the transferor Purchaser of Control remains bound as an Other Holder under the Stockholders Agreement and as an Other Investor under the Participation, Registration Rights and Coordination Agreement to the extent that it owns any Shares following such Compliant Change of Control Transaction. Notwithstanding any other provision in the Transaction Agreements to the contrary, the rights afforded to Principal Investors and Principal Investor Groups in their capacity as such under this Agreement shall not terminate due to the Transfer of Shares held by Principal Investors to a Purchaser of Control and the resulting reduction in the percentage ownership of the Shares held by any Principal Investor shall not constitute a Principal Investor Two-Thirds Sell-Down for purposes of this Agreement, so long as all such rights are fully transferred to such Purchaser of Control (and not retained by or shared with the transferors) and the obligations of Principal Investors in their capacity as such under the Transaction Agreements are fully assumed by such Purchaser of Control to the same extent as the transferors were bound.
3.3 Transfer Between PITV Investor Groups . Except for Transfers to Televisa Investors by Principal Investors as contemplated by the other Transaction Agreements, no PITV Investor shall Transfer Shares to another PITV Investor who is not a Permitted Transferee without the consent of the Majority PITV Investors; provided , that for purposes of calculating the Majority PITV Investors for this Section 3.3 only, the PITV Investors Groups of which the PITV Investors who are the prospective transferor and transferee shall be disregarded.
3.4 Transfers Prior to TOC Approval . Prior to receipt of TOC Approval, the Principal Investor Groups shall not Transfer (other than Transfers to a Permitted Transferee) in the aggregate without Televisa’s consent more than ninety-eight percent (98%) of the Shares held by the Principal Investor Groups in the aggregate on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes); provided that the approval of Televisa shall not be required after a Televisa Sell-Down.
 
4.	COVENANTS .	
4.1 Annual Budget . Subject to Section 4.4 , the Company will furnish each PITV Investor Group with a proposed annual operating budget for the Company and its subsidiaries, as well as any proposed material modifications to such budget or notice of any proposed action that is or would be reasonably likely to result in material variance therefrom.
 
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4.2 Directors’ and Officers’ Insurance . The Company shall maintain for such periods as the Board shall in good faith determine ( provided that such period shall not be less than six (6) years following cessation of service), at its expense, insurance in an amount determined in good faith by the Board to be appropriate ( provided that such amount shall not be lower than $25,000,000 unless otherwise agreed by the Majority PITV Investors), on behalf of any person who after March 29, 2007 is or was a Director or officer of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 4.2 shall survive any termination of this Agreement.
4.3 Expenses . All reasonable costs and expenses incurred by any current or former PITV Investor in (a) exercising or, to the extent successful, enforcing any rights afforded to such current or former PITV Investor under this Agreement or the other Transaction Agreements, or (b) amending, modifying, revising this Agreement or the other Transaction Agreements, shall be paid or reimbursed by the Company. Costs and expenses subject to the preceding sentence shall include all attorneys’ fees and charges and all accounting fees and charges. Notwithstanding anything to the contrary herein, each PITV Investor shall be entitled to payment or reimbursement under this Section 4.3 for so long as such PITV Investor owns Shares, irrespective of whether such PITV Investor ceases to be a PITV Investor in accordance with the definition thereof; provided , that such reimbursement shall not exceed $500,000 in the aggregate following such time as a PITV Investor ceases to be a PITV Investor hereunder.
4.4 Disclosure of Confidential Information . At the request of the Chief Executive Officer, the Company’s Chairman shall determine whether any information of the Company or any of its subsidiaries should be deemed to be Confidential Information and whether any PITV Investor should be treated as a Conflicted PITV Investor with respect thereto (other than the case in which the Chairman is an Affiliate of such potential Conflicted PITV Investor, in which case the Chief Executive Officer shall make such determination); provided that, notwithstanding the determination of the Company’s Chairman and Chief Executive Officer, a PITV Investor will not be treated as a Conflicted PITV Investor with respect to any information if either (i) all of the other PITV Investors agree that such PITV Investor is not a Conflicted PITV Investor with respect to such information, or (ii) a majority of the Board of Directors agree that such PITV Investor is not a conflicted PITV Investor with respect to such information. In the event of uncertainty as to whether any particular information should be classified as Confidential Information, the Chairman and Chief Executive Officer should, acting reasonably, consult with the Company’s outside competition counsel to assure the Company complies with the Company’s policies and applicable competition and antitrust Laws. The Chairman and Chief Executive Officer also should, acting reasonably, discuss with competition counsel any practical methods to limit the amount of Confidential Information (e.g., by consolidating information on any single competitive market with a broad group of markets that are not competitive vis-à-vis such Conflicted PITV Investor), with the objective of providing as much meaningful information to Conflicted PITV Investors as is practical under the circumstances and does not present a risk
 
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of violating or the appearance of violating applicable competition or antitrust Laws. The Company, its subsidiaries, and their respective directors, officers, employees, equity holders, agents and representatives, shall not disclose Confidential Information with respect to which any PITV Investor has been found to be a Conflicted PITV Investor to such Conflicted PITV Investor or any Affiliate thereof (including any Board Observers designated by such PITV Investor). Each Conflicted PITV Investor shall cause any member of the Board or Board Observer designated by such PITV Investor to recuse himself or herself from any portion of a meeting of the Board regarding the applicable Confidential Information. The PITV Investors, will use good faith efforts to conduct meetings of the Board (and its committees) in a manner that limits the amount of time representatives of Conflicted PITV Investors are required to be recused from the meetings. For the avoidance of doubt, Televisa Investors shall not be deemed to be a Conflicted PITV Investor for *****-related matters (other than disputes under the *****).
4.5 Company Debt . Each of the PITV Investors agrees that it will not, in its capacity as a holder of any Indebtedness of the Company or its subsidiaries, take action that would result in an event of default or acceleration under such Indebtedness, or initiate an involuntary bankruptcy filing with respect to the Company or any of its subsidiaries; provided , however , that the foregoing shall not in any respect restrict any PITV Investor’s ability to exercise its rights in the event of that the Company or any of its subsidiaries commences or becomes subject to (voluntarily or involuntarily) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under the Laws of any jurisdiction.
4.6 13D or 13G Filing . The Majority PITV Investors may require, upon the advice of counsel that such action is legally required, that each PITV Investor participate in, provide all information necessary for the filing of, and duly execute, a Schedule 13D or Schedule 13G, as applicable, “group” filing (without necessarily acknowledging that the PITV Investors are a group) pursuant to the Exchange Act and Exchange Act Rules with respect to the agreements among the PITV Investors and each such PITV Investor’s ownership of the Company; provided that, except to the extent expressly required hereunder and by the other Transaction Agreements, no PITV Investor will be required to act together for the purpose of acquiring, holding, voting, disposing of or otherwise with respect to, Shares and such a Schedule 13D or Schedule 13G filing shall not result in any PITV Investor being deemed to constitute a group with any other PITV Investor(s) for any other purpose under any Transaction Agreement.
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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5.	REMEDIES .	
5.1 General . The parties hereto acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable Law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.
 
6.	LEGENDS .	
6.1 Restrictive Legend . Each certificate representing Shares issued or transferred to a PITV Investor shall have the following legend endorsed conspicuously thereupon:
“THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A PRINCIPAL INVESTOR AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”
Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.
6.2 Stop Transfer Instruction . The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend, this Agreement, the Stockholders Agreement and the Participation, Registration Rights and Coordination Agreement are satisfied.
6.3 Shares Held by Co-Investment Vehicles . Each Principal Investor Group agrees to convert any shares of Class S-1 Common Stock held by the Co-Investment Vehicles of such Principal Investor Group at any time into shares of Class S-2 Common Stock upon the receipt thereof by such Co-Investment Vehicle.
6.4 Shares Held by Televisa . In the event any stockholder of the Company converts its voting shares of Common Stock into non-voting shares of Common Stock, the Company shall
 
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promptly notify Televisa of such conversion and the number of voting shares of Common Stock that is or will be held by such stockholder and all stockholders following such conversion and shall provide the Televisa Investors with a certificate signed by an authorized Senior Officer stating that such conversion has occurred and the number of shares of Common Stock which have been converted and, if actually known to the Company, the reasons for effectuating such conversion. Not later than the fifteenth (15 th ) Business Day after the Televisa Investors receive such notice and certificate, the Televisa Investors will convert (by delivery to the Company of (i) written notice of such conversion and (ii) the certificate(s), duly endorsed for transfer, evidencing such shares to be converted), and each Televisa Investor hereby authorizes the Company to convert on its behalf, and such conversion shall be deemed to automatically have occurred, in the event it fails to deliver to the Company within such 15 Business-Day period the items set forth in paragraphs (i) and (ii) above, in accordance with the provisions of the Charter with respect to such Common Stock, an amount of the Televisa Investors’ voting shares of Common Stock (pro-rata amongst the Televisa Investors, based on the number of voting shares of Common Stock held by such Televisa Investors or as otherwise determined by Televisa) into non-voting shares of Common Stock such that the Televisa Investors’ aggregate Voting Percentage is no greater than the Maximum Voting Percentage (i.e., if the Televisa Investors’ aggregate Voting Percentage is increased by the conversion by a stockholder of the Company of its voting shares of Common Stock into non-voting shares of Common Stock but the Televisa Investors’ aggregate Voting Percentage is as a result thereof less than or equal to the Maximum Voting Percentage, then no conversion of any shares of Common Stock of Televisa Investors will be required). In the event any stockholder of the Company converts its non-voting shares of Common Stock into voting shares of Common Stock, the Company shall promptly notify the Televisa Investors of such conversion and the number of non-voting shares of Common Stock that is or will be held by such stockholder and all stockholders of the Company following such conversion and shall provide the Televisa Investors with a certificate signed by an authorized Senior Officer stating that such conversion has occurred and the number of shares of Common Stock which have been converted and, if actually known to the Company, the reasons for effectuating such conversion. The Televisa Investors will be permitted to convert (by delivery to the Company of (x) written notice of such conversion and (y) the certificate(s), duly endorsed for transfer, evidencing such shares to be converted), in accordance with the provisions of the Charter with respect to such Common Stock, an amount of the Televisa Investors’ non-voting shares of Common Stock (pro-rata amongst the Televisa Investors, based on the number of non-voting shares of Common Stock held by all Televisa Investors) into voting shares of Common Stock up to the Maximum Voting Percentage. Notwithstanding the foregoing, nothing contained herein shall be deemed to limit or restrict in any way the right of the Televisa Investors, at any time and from time to time, to convert their non-voting shares of Common Stock into voting shares of Common Stock up to the Maximum Voting Percentage. In each case, the Company shall promptly thereafter issue and send to the applicable Televisa Investors new certificates, registered in the name of such Televisa Investors, evidencing the applicable shares of Common Stock into which such Televisa Investors converted their respective shares of Common Stock. Notwithstanding the foregoing, the parties hereto agree and acknowledge that Televisa and its Permitted Transferees shall have no obligation to procure the agreement of, or compliance by, any Televisa Investor who is not a Permitted Transferee of Televisa and Televisa’s percentage of voting shares shall not be adversely affected as a result of such non-compliance.
 
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7.	AMENDMENT, TERMINATION, ETC .	
7.1 Oral Modifications . This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.
7.2 Written Modifications . Subject to Sections 2.3.2 and 2.4 of this Agreement, this Agreement may be amended, modified, extended, terminated or waived (an “ Amendment ”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority PITV Investors; provided , however , that:
7.2.1(a) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Sections 2.3.2 and 2.6.1 , (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (a)  of Section 7.2 ; (b) the consent of the Televisa Investors shall be required for any Amendment to (i) the provisions of Sections 2.4 , 2.5 , 2.6 , 2.7 , 2.8 , 2.10 , 3.1 , 4.1 , 4.2 , 4.3 , 4.4 , 7.5 , Exhibits [    ], [    ], [    ], [    ] and [    ], or (ii) this clause (a)  and clause (b)  of Section 7.2 or the definitions used therein; and (c) the consent of each PITV Investor or PITV Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such PITV Investor or PITV Investor Group, as applicable, as such under this Agreement as compared to the other PITV Investors or PITV Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2 , any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.
7.3 Withdrawal from Agreement . Any holder of Shares who ceases to be a member of a PITV Investor Group or is not a Purchaser of Control (each such holder, a “ Withdrawing Holder ”) shall cease to be a party to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided , however , that any such Withdrawing Holder shall retain the indemnification, contribution and reimbursement rights pursuant to Section 9.12 hereof with respect to any matter that (a) may be an Indemnified Liability and (b) occurred prior to such withdrawal. This Agreement will stay in effect with respect to Persons other than the Withdrawing Holders.
7.4 Termination; Effect of Termination .
7.4.1 This Agreement shall terminate and, except as provided herein, be of no further effect, at such time as there are no longer any PITV Investors. For the avoidance of doubt, this Agreement shall remain in effect after such time as there are no longer any Principal Investors. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each PITV Investor shall retain the right to payment and reimbursement of certain expenses in accordance with Section 4.3 and (b) the indemnification, contribution and reimbursement rights pursuant to Section 9.12 hereof with respect to any matter that (i) may be an Indemnified Liability and (ii) occurred prior to such termination. In addition, the obligations of the Company to maintain insurance pursuant to Section 4.2 hereof shall survive such termination.
 
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7.5 Federal Communications Laws and Antitrust Laws .
7.5.1 In the event that the Voting Principal Investors, after consultation with Company counsel and a Non Voting Principal Investor’s counsel (so long as such counsel is appointed promptly upon request by the Majority Voting Principal Investors), reasonably determine in good faith that one or more provisions of this Agreement relating to the rights of Non Voting Principal Investors in view of (i) an adverse Governmental Authority’s decision, order, written notice or ruling directed against the Company, a subsidiary thereof or such Non Voting Principal Investor, or (ii) a change in, modification, amendment or enactment of, applicable Governmental Authority’s laws, regulations, rules, decisions, orders, written notices, rulings, precedents or policies, are reasonably likely to cause or result in a violation of one or more Federal Communications Laws, the Voting Principal Investors, by unanimous vote, in the exercise of their reasonable good faith judgment, (A) in the case of an adverse Governmental Authority’s decision, order, written notice or ruling described in clause (i) above shall, and (B) otherwise, may, amend, modify and/or supplement the provisions of this Agreement (including by way of adding new provisions) to the extent deemed necessary in the good faith judgment of the Voting Principal Investors (by unanimous vote) to prevent or cure any such violations, but in any case not in a manner that adversely affects any Televisa Investor or its rights or obligations under any Transaction Agreement. For the avoidance of doubt, restrictions imposed on the exercise of equityholders’ rights under Federal Communications Laws involving a general analysis of facts and circumstances rather than the promulgation of rules of general applicability will not be dispositive of whether the rights granted hereunder will or will not violate such Laws, but will be considered in conjunction with all facts and circumstances related to the Company’s compliance with such Laws.
7.5.2 In the event that the Non Conflicted Principal Investors, after consultation with Company counsel and a Conflicted Principal Investor’s counsel (so long as such counsel is appointed promptly upon request by the Majority Non Conflicted Principal Investors), reasonably determine in good faith that one or more provisions of this Agreement relating to the rights of Conflicted Principal Investors in view of (i) an adverse Governmental Authority’s decision, order, written notice or ruling directed against the Company, a subsidiary thereof or such Conflicted Principal Investor, or (ii) a change in, modification, amendment or enactment of, applicable Governmental Authority’s laws, regulations, rules, decisions, orders, written notices, rulings, precedents or policies, are reasonably likely to cause or result in a violation of one or more Antitrust Laws, the Non Conflicted Principal Investors, by unanimous vote, in the exercise of their reasonable good faith judgment, (A) in the case of an adverse Governmental Authority’s decision, order, written notice or ruling described in clause (i) above shall, and (B) otherwise, may, amend, modify and/or supplement the provisions of this Agreement (including by way of adding new provisions) to the extent deemed necessary in the good faith judgment of the Non Conflicted Principal Investors (by unanimous vote) to prevent or cure any such violations, but in any case not in a manner that adversely affects any Televisa Investor or its rights or obligations under any Transaction Agreement.
 
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7.5.3 In the event a Non Voting Principal Investor, after consultation with Company counsel, determines that one or more provisions of this Agreement relating to the rights of Voting Principal Investors can lawfully be held or exercised by Non Voting Principal Investors due to modifications in applicable Federal Communications Laws, the parties to this Agreement shall negotiate in good faith, and in consultation with Company counsel, to amend, modify and/or supplement the provisions hereto as is appropriate to permit such right to be held or exercised, but in any case not in a manner that adversely affects any Televisa Investor or its rights or obligations under any Transaction Agreement; provided that no such amendment, modification and/or supplement shall be made without the unanimous consent of all Voting Principal Investors.
7.5.4 In the event a Conflicted Principal Investor, after consultation with Company counsel, determines that one or more provisions of this Agreement relating to the rights of Non Conflicted Principal Investors can lawfully be held or exercised by Conflicted Principal Investors due to modifications in applicable Antitrust Laws, the parties to this Agreement shall negotiate in good faith, and in consultation with Company counsel, to amend, modify and/or supplement the provisions hereto as is appropriate to permit such right to be held or exercised, but in any case not in a manner that adversely affects any Televisa Investor or its rights or obligations under any Transaction Agreement; provided that no such amendment, modification and/or supplement shall be made without the unanimous consent of all Non Conflicted Principal Investors.
7.5.5 Any PITV Investor may, from time to time and at any time, waive, permanently or temporarily, any of its rights under this Agreement upon a written notice to the Company.
7.5.6 The parties hereto agree to use their respective commercially reasonable efforts to execute and deliver such documents and other information and make such filings with Governmental Authorities as may be required to permit a Voting Principal Investor to become a Non Voting Principal Investor.
 
8.	DEFINITIONS . For purposes of this Agreement:	
8.1 Certain Matters of Construction . In addition to the definitions referred to or set forth below in this Section 8 :
 
 	(i)	The words “hereof’, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;	
 
 	(ii)	The word “including” shall mean including, without limitation;	
 
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 	(iii)	Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined;	
 
 	(iv)	The masculine, feminine and neuter genders shall each include the other;	
 
 	(v)	For the avoidance of doubt, unless otherwise specified, the term “outstanding,” as used in this Agreement in reference to capital stock, shall not include Convertible Securities or shares issuable upon conversion, exchange or exercise thereof, and as used in this Agreement in reference to Convertible Securities, shall mean Convertible Securities that are outstanding (without giving effect to the conversion, exchange or exercise of such Convertible Securities); and	
 
 	(vi)	For the avoidance of doubt, “fully diluted” as used in this Agreement in reference to capital stock, shall mean after giving effect to the conversion, exchange or exercise of all outstanding Convertible Securities.	
8.2 Definitions . The following terms shall have the following meanings:
“ 2007 Equity Incentive Plan ” shall mean the Broadcasting Media Partners, Inc. 2007 Equity Incentive Plan, effective as of March 27, 2007, as amended from time to time, or any successor or additional Company management equity incentive plan approved by the Company’s Board.
“ 2007 Principal Investor Agreement ” shall mean that certain Principal Investor Agreement, dated as of March 29, 2007, by and among the Company, BMPH, Univision and the Principal Investors.
“ 2010 Equity Incentive Plan ” shall mean the Broadcasting Media Partners, Inc. Equity Incentive Plan, effective as of the date hereof, as amended from time to time, or any successor or additional Company management equity incentive plan approved by the Board.
“ Acquisition Holdco ” shall have the meaning set forth in the Stockholders Agreement.
“ Acquisition Target ” shall mean any one or more assets (including any equity interests in any Person) or businesses that the Company or any subsidiary thereof intends to purchase, rent, lease in, license in, exchange or otherwise acquire; provided , that the management of the Company or any subsidiary thereof shall have notified the Board of such intention in writing.
“ Affiliate ” shall mean, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided , however , that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) if such specified Person
 
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is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (b) if such specified Person is a natural Person, any Family Member of such natural Person.
“ Affiliated Fund ” shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.
“ Agreement ” shall have the meaning set forth in the Preamble, as amended from time to time.
“ Amendment ” shall have the meaning set forth in Section 7.2 .
“ Antitrust Laws ” shall mean any federal, foreign or state law now or hereafter in effect (and any regulation thereunder), including the Sherman Act, the Clayton Act and the Hart-Scott-Rodino Act, in each case as amended, and regulations or policies promulgated thereunder, pertaining to antitrust, competition or fair trade matters.
“ Audit Committee ” shall have the meaning set forth in Section 2.6 .
“ Bankruptcy Code ” shall mean Chapter 11 of Title 11 of the United States Code, as amended from time to time and any successor statute and all rules and regulations promulgated thereunder.
“ BMPH ” shall have the meaning set forth in the Preamble.
“ BMPS1 ” shall mean BMPI Services, LLC.
“ BMPS1 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS1, dated as of January 29, 2008, as amended from time to time.
“ BMPS2 ” shall mean BMPI Services II, LLC.
“ BMPS2 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS2, dated as of December 20, 2010, as amended from time to time.
“ BMPS3 ” shall mean BMPI Services III, LLC, a Delaware limited liability company.
“ BMPS3 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS3, dated as of October 1, 2013, as amended from time to time.
“ BMPS4 ” shall mean BMPI Services IV, LLC, a Delaware limited liability company.
“ BMPS4 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS4, dated as of November 23, 2013, as amended from time to time.
 
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“ BOFAS ” shall have the meaning set forth in the definition of “ Existing Debt Documents .”
“ Board ” shall mean the board of directors of the Company or any authorized committee thereof.
“ Board Nominee ” shall have the meaning set forth in Section 2.5.2(ii) .
“ Board Observer ” shall have the meaning set forth in Section 2.5.9 .
“ Business ” shall mean the business of the Company and its subsidiaries conducted at any given time or which the Board has authorized the Company to develop or pursue (by acquisition or otherwise), which currently consist of (primarily but not necessarily exclusively) Spanish-language media in the U.S., including Spanish-language television broadcast networks, Spanish-language radio broadcast networks, ownership and operation of Spanish-language television and radio stations and Spanish-language Internet portals.
“ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York or Mexico.
“ Calculation Date ” shall mean the date of the Televisa Closing (i.e., December 20, 2010).
“ Chairman ” shall mean the Chairman of the Board.
“ Change of Control ” shall have the meaning set forth in the Stockholders Agreement.
“ Change of Control Procedures ” shall have the meaning set forth in the Stockholders Agreement.
“ Charter ” shall have the meaning set forth in the Recitals.
“ Class A Common Stock ” shall mean the voting Class A Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class A Common Stock, or as such shares of Class A Common Stock may be reclassified.
“ Class S Common Stock ” shall mean Class S-1 Common Stock and Class S-2 Common Stock.
“ Class S-1 Common Stock ” shall mean the voting Class S-1 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-1 Common Stock, or as such shares of Class S-1 Common Stock may be reclassified.
 
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“ Class S-2 Common Stock ” shall mean the nonvoting Class S-2 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-2 Common Stock, or as such shares of Class S-2 Common Stock may be reclassified.
“ Class S Director ” shall have the meaning set forth in Section 2.5.2(i) .
“ Class T Director ” shall have the meaning set forth in the Charter.
“ Class T Common Stock ” shall mean Class T-1 Common Stock and Class T-2 Common Stock.
“ Class T-1 Common Stock ” shall mean the voting Class T-1 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-1 Common Stock, or as such shares of Class T-1 Common Stock may be reclassified.
“ Class T-2 Common Stock ” shall mean the nonvoting Class T-2 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-2 Common Stock, or as such shares of Class T-2 Common Stock may be reclassified.
“ Class T-3 Common Stock ” shall mean the super voting Class T-3 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-3 Common Stock, or as such shares of Class T-3 Common Stock may be reclassified
“ Co-Investment Vehicle ” shall mean any one of (a) the MDP Co-Investment Vehicles, collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles, collectively, and (d) the TPG Co-Investment Vehicles, collectively.
“ Commercial Agreements ” shall mean the Second Amended and Restated 2011 Program License Agreement (and all agreements ancillary thereto or to the Program License Agreement relating to the arrangements contemplated by the Second Amended and Restated 2011 Program License Agreement, the Program License Agreement, the Amended and Restated Mexico License Agreement, the IPRA Amendment, the Sales Agency Agreement and the Purchase and Assignment and Assumption Agreement), the Amended and Restated Program License Agreement, the Amended and Restated Mexico License Agreement, the Sales Agency Agreement, the IPRA Amendment, the Purchase and Assignment and Assumption Agreement and the Representation Agreement, dated as of November 1, 2011, between Univision Enterprises, LLC and Televisa, in each case, as amended from time to time.
 
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“ Common Stock ” shall mean the common stock of the Company, including the Class A Common Stock, the Class S-1 Common Stock, the Class S-2 Common Stock, the Class T-1 Common Stock, the Class T-2 Common Stock and the Class T-3 Common Stock.
“ Company ” shall have the meaning set forth in the Preamble.
“ Compensation Committee ” shall have the meaning set forth in Section 2.6 .
“ Competitor ” shall have the meaning set forth in the Stockholders Agreement.
“ Compliant Change of Control Transaction ” shall have the meaning set forth in the Stockholders Agreement.
“ Confidential Information ” shall mean, without limitation to any provision of the Stockholders Agreement, any confidential or proprietary information or other competitively sensitive information, including information regarding strategic plans, sales, marketing, talent contracts, acquisition targets, and current or future pricing obtained from the Company or any subsidiary thereof, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Agreement or the divulging Persons’ contractual or fiduciary obligations to the Company), (b) is or has been independently developed or conceived by the party holding such information without use of the Company’s or its subsidiaries’ Confidential Information, or (c) is or has been made known or disclosed to the party holding such information by a third party without a breach of any obligation of confidentiality such third party may have to the Company or any of its subsidiaries that is known to such party.
“ Conflicted PITV Investor ” shall mean as of any applicable time, with respect to any Confidential Information of the Company or its subsidiaries relating to, or that would be reasonably likely to affect, any portion of the Business (including an Acquisition Target or its acquisition by the Company or any subsidiary thereof), any PITV Investor or an Affiliate thereof, which has a material conflict of interest to which such Confidential Information is reasonably directly related. For the purpose of this definition, the ownership by a PITV Investor alone or together with its Affiliates of less than ***** of each class of the voting securities of a Competitor ***** shall not alone result in the PITV Investor being deemed to be a Conflicted PITV Investor pursuant to the preceding sentence. If any member of a PITV Investor Group or any of its Affiliates is a Conflicted PITV Investor, the Principal Investor Group of which it is a member shall also be a “ Conflicted PITV Investor .” For the avoidance of doubt, the Televisa Investors shall not be deemed to be a Conflicted PITV Investor solely as a result of discussions by the Board or a committee thereof or information related to (i) the ***** (other than disputes under any such agreement) or (ii) compliance with Federal Communications Laws.
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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“ Conflicted Principal Investor ” shall mean any Principal Investor who is a Conflicted PITV Investor.
“ Contract ” shall mean any note, bond, mortgage, indenture, loan or credit agreement, or any other contract, agreement, lease, license, deed of trust, permit, franchise or other instrument or obligation.
“ control ” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
“ Convertible Securities ” shall mean any evidence of indebtedness, shares of stock, options, warrants (including the TV Warrants) or other securities which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock, including any options and warrants.
“ Covered Matters ” shall have the meaning set forth in Section 10.1 .
“ DBSI ” shall have the meaning set forth in the definition of “ Existing Debt Documents .”
“ Designation Rights ” shall have the meaning in the Glade Brook Side Letter.
“ Directors ” shall have the meaning in Section 2.5.1 .
“ DMA ” shall mean designated market areas as defined from time to time by Nielsen Media Research Company.
“ Discriminate(s) ” shall mean, with respect to a specified Person, to discriminate against such specified Person as compared to other applicable parties in a manner that is, or is reasonably expected to be, (a) with respect to all Persons other than the Televisa Investors, materially and disproportionately adverse to such specified Person and, (b) with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.
“ Equity Incentive Plans ” shall mean the 2007 Equity Incentive Plan and the 2010 Equity Incentive Plan, collectively.
“ Equity Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ Exchange Act ” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Exchange Act Rules ” shall mean the rules adopted by the Securities and Exchange Commission under the Exchange Act.
“ Executive Committee ” shall have the meaning set forth in Section 2.6 .
 
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“ Existing Debt Documents ” shall mean (i) that certain Credit Agreement dated as of March 29, 2007 by and among Univision, Univision of Puerto Rico Inc., the lenders party thereto, and Deutsche Bank AG New York Branch, as Administrative Agent and First-Lien Collateral Agent for the First-Lien Lenders and as Administrative Agent and Second-Lien Collateral Agent for the Second-Lien Lenders, Deutsche Bank Securities Inc. (“ DBSI ”) and Banc Of America Securities LLC (“ BOFAS ”), as Joint Lead Arrangers for the First-Lien Facilities, DBSI and Credit Suisse, as Joint Lead Arrangers for the Second-Lien Facility, BOFAS, as documentation agent, and Credit Suisse, Cayman Islands Branch, Wachovia Bank, National Association, The Royal Bank Of Scotland, PLC and Lehman Brothers Inc., as joint syndication agents, as amended on June 19, 2009 and October 26, 2010, and as further amended from time to time, (ii) the outstanding 8.50% Univision Senior Unsecured Notes due on May 15, 2021 and the related indenture, (iii) the outstanding 6.75% Univision Senior Secured Notes due on September 15, 2022 and the related indenture and collateral and intercreditor documents, (iv) the outstanding 5.125% Univision Senior Secured Notes due on May 15, 2023 and the related indenture and collateral and intercreditor documents and (v) the outstanding 5.125% Univision Senior Secured Notes due on February 15, 2025 and the related indenture and collateral and intercreditor documents.
“ Family Member ” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a) through (c) above.
“ FCC ” shall mean the United States Federal Communications Commission or any successor entity.
“ Federal Communications Laws ” shall mean the Communications Act of 1934, as amended, and any successor statute thereto, and the rules, regulations and policies promulgated by the FCC thereunder.
“ GAAP ” shall mean United States generally accepted accounting principles as in effect on the date hereof.
“ GB Designee ” shall have the meaning set forth in the Glade Brook Investment Agreement.
“ Glade Brook Investment Agreement ” shall mean that certain Investment Agreement dated as of January 30, 2014 by and among Glade Brook Private Investors II LP, the Company, BMPH and Univision.
“ Glade Brook Side Letter ” shall mean the letter agreement dated as of January 30, 2014 by and among Glade Brook Private Investors II LP and the PITV Investors, as amended from time to time
 
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“ Governmental Authority ” shall mean any United States (federal, state or local) or foreign government, or governmental, regulatory, judicial or administrative authority, agency, commission or court (including the FCC and applicable stock exchange(s)).
“ Group ” shall mean “group” (within the meaning of Section 13(d)(3) of the Exchange Act); provided , that a “group” must be formed knowingly in order to constitute a Group, and the existence of any Group may not be established by mere parallel action.
“ Indebtedness ” shall mean, as of any date of determination, any indebtedness (including principal and any premium) of the Company and its consolidated subsidiaries on a consolidated basis which both (a) customarily bears interest on the outstanding principal amount thereof and (b) appears as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP (including any guaranty by the Company and its consolidated subsidiaries of the foregoing types of Indebtedness of any third party and any such Indebtedness of any third party which is secured by a Lien on the assets of the Company or its consolidated subsidiaries). Notwithstanding the foregoing, in no event shall “ Indebtedness ” be deemed to include (i) non-interest bearing contingent obligations incurred in the ordinary course of business, (ii) inter-company indebtedness, (iii) trade payables or similar obligations to trade creditors in the ordinary course of business, (iv) non-interest bearing liabilities accrued in the ordinary course of business, (v) any amounts attributable to a lease which, if in effect on the date hereof would have been characterized as an “operating lease” under GAAP, (vi) any derivative instrument in the ordinary course of business intended to provide an accounting or economic hedge of the indebtedness of the Company and its subsidiaries, or (vii) payments under the Program License Agreement, the Mexico License Agreement, the IPRA Amendment or the Sales Agency Agreement. For the avoidance of doubt, Indebtedness shall be calculated consistent with the illustrative example set forth in Schedule 8.2 to this Agreement.
“ Indemnified Liabilities ” shall have the meaning set forth in Section 9.12.1 .
“ Indemnitees ” shall have the meaning set forth in Section 9.12.1 .
“ Independent Director ” shall have the meaning set forth in the Charter.
“ Independence ” shall mean meeting the test for independent director status as set forth in the New York Stock Exchange Listing Standards §303A.02.
“ Initial Public Offering ” shall mean the Company’s initial underwritten Public Offering of its Class A Common Stock registered on Form S-1 and being consummated concurrently with the effectiveness of this Agreement.
“ Investment Agreement ” shall mean that certain Investment Agreement, dated as of December 20, 2010, by and among Televisa, Pay-TV Venture, Inc., the Company, Univision and BMPS2, as amended from time to time.
“ IPRA Amendment ” shall have the meaning set forth in the Investment Agreement.
 
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“ Law ” shall mean any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree, order or any other judicially enforceable legal requirement (including common law) of any Governmental Authority.
“ Lien ” shall mean with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease or the restrictions on transfer under applicable state and federal securities and Federal Communications Laws and the Transaction Agreements be deemed to constitute a Lien.
“ Majority in Interest ” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares of all such class or classes taken in the aggregate.
“ Majority MDP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the MDP Investors.
“ Majority Non Conflicted Principal Investors ” shall mean as of any applicable time, with respect to any Confidential Information, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that do not include Conflicted PITV Investors with respect to such Confidential Information and that, in the aggregate, hold at least sixty percent 60% of the outstanding Common Stock then held by all Principal Investor Groups that do not include Conflicted PITV Investors with respect to such Confidential Information (without taking into account Shares held by Co-Investment Vehicles that are part of such Group) and (b) a majority of the Principal Investor Groups that do not include Conflicted PITV Investors with respect to such Confidential Information (without taking into account Shares held by Co-Investment Vehicles that are part of such Group); provided , that if the aggregate number of Principal Investor Groups that do not include Conflicted PITV Investors with respect to such Confidential Information is an even number and a majority of the Principal Investor Groups that do not include Conflicted PITV Investors with respect to such Confidential Information has not reached agreement or consented with respect to a matter, the term “Majority Non Conflicted Principal Investors” shall be determined by reference to paragraph (a) of this definition only.
“ Majority PEP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the PEP Investors.
“ Majority PITV Investors ” shall mean, as of any applicable time, (a) PITV Investor Groups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding Common Stock then held by all PITV Investor Groups ( provided , in the case of the Televisa Investors, including only shares of Common Stock held directly by the Televisa Investors not to exceed, for purposes of this clause (a), ten percent (10%) of the aggregate shares of Common Stock then outstanding) and (b) a majority of the PITV Investor Groups; provided , that if the aggregate
 
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number of PITV Investor Groups is two and both of the PITV Investor Groups have not reached agreement or consented with respect to a matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five (95%), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; and provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 of the Stockholders Agreement.
“ Majority Principal Investors ” shall mean, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided , that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its respective Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
“ Majority SCG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the SCG Investors.
“ Majority Televisa Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Televisa Investors.
“ Majority THL Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the THL Investors.
“ Majority TPG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.
 
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“ Majority Voting Principal Investors ” shall mean, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Class S-1 Common Stock then held by all Voting Principal Investor Groups (without taking into account Shares held by Co-Investment Vehicles that are part of such Group) and (b) a majority of the Voting Principal Investor Groups; provided , that if the aggregate number of Voting Principal Investor Groups is an even number and a majority of the Voting Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Voting Principal Investors” shall have the meaning set in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily sold ninety-five percent (95%) or more, in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date to Persons that are not Permitted Transferees of such Principal Investor Group; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups and the Majority Voting Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
“ Maximum Equity Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ Maximum Voting Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ MDP ” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., MDCPIV Intermediate (Umbrella), L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate (Umbrella), L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ MDP Co-Investment Vehicles ” shall mean, as of any date, MDCP Foreign Co-Investors (Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of MDP, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate (Umbrella), L.P., MDCPV Intermediate (Umbrella), L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ MDP Investors ” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Merger ” shall have the meaning set forth in the Merger Agreement.
 
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“ Merger Agreement ” shall mean that certain Agreement and Plan of Merger dated as of June 26, 2006, by and among the Company, Univision and Umbrella Acquisition, Inc., as amended from time to time.
“ Merger Exit ” shall have the meaning set forth in the Stockholders Agreement.
“ Mexico License Agreement ” shall have the meaning set forth in the Investment Agreement.
“ Nominating Committee ” shall have the meaning set forth in Section 2.6 .
“ Non Conflicted Principal Investor ” shall mean a Principal Investor or a Principal Investor Group, as applicable, which is not a Conflicted Principal Investor.
“ Non-Related PITV Groups ” shall have the definition set forth in the definition of “ PITV Investor Majority ”.
“ Non Voting Principal Investor ” shall mean a Principal Investor which is not a Voting Principal Investor.
“ Non Voting Principal Investor Group ” shall mean a Principal Investor Group which is not a Voting Principal Investor Group.
“ Participation, Registration Rights and Coordination Agreement ” shall mean the Second Amended and Restated Participation, Registration Rights and Coordination Agreement of the Company, dated as of [●], 2015, as amended from time to time.
“ PEP ” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P., Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ PEP Co-Investment Vehicles ” shall mean, as of any date, Providence Co-Investors (Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of PEP, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ PEP Investors ” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
 
45

“ Permitted Transferee ” shall mean, in respect of (a) any PITV Investor, (i) any Affiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) any successor entity, (b) any SCG Investor, (i) any Person which is controlled by or for the benefit of Haim Saban or Cheryl Saban (or in the event of their divorce, their subsequent respective spouses) (collectively “ Saban ”) or their Family Members (other than a portfolio company of any SCG Investor), (ii) then-current or former officers and/or employees of Saban or entities controlled by Saban who were issued such interests as a result of or in connection with their employment by Saban, or such officers’ and/or employees’ Family Members to the extent they receive such Transferred interests initially issued to such officer or employee as a result of or in connection with his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship or other entity created for estate or tax planning purposes all of the beneficiaries of which are any of the persons listed in subclause (i) to (iii)  of this clause (b) , and (c) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable Laws of descent and distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order; in each case described in clauses (a)  through (c) , only if such transferee agrees to be bound by the terms of the Transaction Agreements in accordance with their respective terms to the same extent its transferor is bound thereby (it being understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 of the Stockholders Agreement shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group. No Restricted Person may be a “Permitted Transferee.”
“ Person ” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
“ PITV Investor Group ” shall mean (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided , however , that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ PITV Investor Majority ” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and a PITV Investor Group (or any member thereof) or one of its, or their, Affiliates on the other (a “ Related PITV Group ”), (a) (i) PITV Investor Groups that are not and whose Affiliates are not Related PITV Groups with respect to such transaction (“ Non-Related PITV Groups ”) and who, in the aggregate, hold a Majority in Interest of the outstanding Common Stock then held by all Non-Related PITV Groups ( provided , in the
 
46

case of the Televisa Investors, including only shares of Common Stock held directly by the Televisa Investors that do not exceed ten percent (10%) of the aggregate shares of Common Stock then outstanding) and (ii) a majority of the Non-Related PITV Groups, (b) if the aggregate number of Non-Related PITV Groups is two and both of the Non-Related PITV Groups have not reached agreement or consented with respect to the transaction, “PITV Investor Majority” shall have the meaning set in clause (a) (i) of this definition only, or (c) if each PITV Investor Group and/or an Affiliate of each PITV Investor Group is a Related PITV Group with respect to such transaction, the Majority PITV Investors; provided , that in the case of clause (c), no PITV Investor Group may be treated in a disproportionately adverse manner with respect to other PITV Investor Groups in such transaction; provided , further , that no Principal Investor Group shall be deemed to be a PITV Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by such Principal Investor Group on the Calculation Date to Persons other than its Permitted Transferees and/or a Purchase of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 of the Stockholders Agreement. For the avoidance of doubt, the approval of the PITV Investor Majority shall not be required to effectuate a Change of Control transaction pursuant to Section 4.2 of the Stockholders Agreement, a Recapitalization Transaction pursuant to Section 4.3 of the Stockholders Agreement, a Sponsor Sale pursuant to Section 4.7 of the Stockholders Agreement or a Merger Exit pursuant to Section 4.8 of the Stockholders Agreement on the terms set forth therein.
“ PITV Investors ” shall mean the Televisa Investors and the Principal Investors, collectively; provided that a Principal Investor and/or a Televisa Investor shall cease to be a PITV Investor if it ceases to be a member of a PITV Investor Group; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
“ Post-Sponsor Class T Directors ” shall have the meaning set forth in the Charter.
“ Post-Sponsor Exit Independent Director ” shall have the meaning set forth in the Charter.
“ Pricing Committee ” shall have the meaning set forth in Section 2.6 .
“ Principal Investor ” shall have the meaning set forth in the Preamble.
“ Principal Investor Agreement ” shall have the meaning set forth in the Recitals.
“ Principal Investor Eighty Percent Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ Principal Investor Group ” shall mean any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors,
 
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collectively, and (e) the TPG Investors, collectively; provided , however , that any such Principal Investor Group shall cease to be a Principal Investor Group at such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by the Principal Investor Group on the Calculation Date (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8 of the Stockholders Agreement. Where this Certificate of Incorporation provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ Principal Investor Group Sell-Down ” shall mean the date upon which any Principal Investor Group, with respect to such Principal Investor Group, has voluntarily Transferred at least ninety-five (95%) (or, following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) or more, in the aggregate, of the shares of Common Stock held by such Principal Investor Group (either directly or through such Principal Investor Group’s ownership of Units of BMPS1 and BMPS3) on the Calculation Date to Persons other than Permitted Transferees and other than Purchaser(s) of Control after which the transferor(s) in such transfer to a Purchaser(s) of Control will no longer have rights as a Principal Investor, but such Purchase of Control (or successive Purchaser of Control) shall have the collective rights and obligations of such Principal Investor Group under the Transaction Agreement in accordance with Section 3.8 of the Stockholders Agreement.
“ Principal Investor Ninety-Eight Percent Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ Principal Investor Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ Principal Investor Two-Thirds Percent Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ Program License Agreement ” shall have the meaning given to “Amended and Restated Program License Agreement” in the Investment Agreement.
“ Public Offering ” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.
“ Purchaser of Control ” shall have the meaning set forth in the Stockholders Agreement.
 
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“ Qualified Public Offering ” shall have the meaning set forth in the Stockholders Agreement.
“ Reclassification ” shall have the meaning set forth in the Recitals.
“ Related PITV Group ” shall have the meaning set forth in the definition of PITV Investor Majority.
“ Revolving Credit Facility ” shall mean the Revolving Loans (as defined in the Revolving Credit Facility) drawn under the Existing Debt Documents, or any successor agreements thereto as approved by the Board.
“ Saban ” shall have the meaning set forth in the definition of “ Permitted Transferee .”
“ Saban Arrangements ” shall mean the arrangements reflected in the Saban Services Agreement, the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement and the BMPS4 LLC Agreement, as amended from time to time.
“ Saban Services Agreement ” shall mean the Amended and Restated Services Agreement, by and between the Company, SCG Investments IIB LLC, BMPS1, BMPS2, BMPS3 and BMPS4, dated as of the date hereof, as amended from time to time.
“ Sales Agency Agreement ” shall have the meaning set forth in the Investment Agreement.
“ SCG Investors ” shall mean, as of any date, SCG Investments II, LLC and its Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Second Program License Agreement ” shall have the meaning set forth in the Investment Agreement.
“ Securities Act ” shall mean the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Senior Officer ” shall have the meaning set forth in the Investment Agreement.
“ Service Agreements ” shall mean, collectively, (i) the Amended and Restated Management Agreement by and among the Company, BMPH, Univision, Madison Dearborn Partners IV, L.P., Madison Dearborn Partners V-B, L.P., Providence Equity Partners V Inc., Providence Equity Partners L.L.C., KSF Corp., THL Managers VI, LLC and TPG Capital, L.P., dated as of December 20, 2010 as amended from time to time and (ii) the Technical Assistance Agreement by and among the Company, BMPH, Univision and Televisa, S.A de C.V., dated as of December 20, 2010 as amended from time to time.
“ Shares ” shall have the meaning set forth in the Stockholders Agreement.
“ Special Meeting Notice ” shall have the meaning set forth in Section 2.7.1 .
 
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“ Sponsor Exit Sell-Down ” shall mean the earliest of (a) a Principal Investor Sell-Down, (b) three (3) years after a Principal Investor Eighty-Five Percent Sell-Down and (c) the first date after a Principal Investor Eighty-Five Percent Sell-Down on which date the remaining Common Stock held collectively by the Principal Investor Groups is not held by (x) at least three (3) of the Principal Investor Groups who each then hold at least fifteen percent (15%) of the aggregate shares of Common Stock then held by the Principal Investor Groups (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) or (y) if the SCG Investors continue to hold more than a de minimus number of shares of Common Stock at such time, at least two (2) of the Principal Investor Groups who each then hold at least fifteen percent (15%) of the aggregate shares of Common Stock then held by the Principal Investor Groups (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3).
“ Sponsor Sell-Down Board Nominee ” shall have the meaning set forth in Section 2.5.6(ii) .
“ Sponsor Sell-Down Class S Directors ” shall have the meaning set forth in Section 2.5.6 .
“ Sponsor Sell-Down Independent Directors ” shall have the meaning set forth in the Charter.
“ Stockholders ” shall have the meaning set forth in the Stockholders Agreement.
“ Stockholders Agreement ” shall mean the Second Amended and Restated Stockholders Agreement of the Company, dated as of the date hereof, as amended from time to time.
“ subsidiary ” of any Person, shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
“ Televisa ” shall have the meaning set forth in the Preamble.
“ Televisa Closing ” shall mean the closing of the transactions contemplated by the Investment Agreement.
“ Televisa Investors ” shall mean, as of any date, collectively, (i) Televisa and any Permitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii)  above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (i) , (ii)  and (iii) , only if and to the extent such Person is then a Stockholder and holds any Shares; provided , further , that none of BMPS2 and BMPS4 shall constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to
 
50

act of BMPS2 and BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and BMPS4, including regardless of any Transfer of Shares by BMPS2 under the Saban Arrangements.
“ Televisa Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ Televisa Side Letter ” shall mean that certain letter agreement, dated as of the date hereof, between Televisa and the Company, as amended from time to time.
“ Third Party Claim ” shall have the meaning set forth in Section 9.12.4 .
“ THL ” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund VI Investors (Univision), L.P., and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ THL Co-Investment Vehicles ” shall mean, as of any date, THL Equity Fund VI Intermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (Univision US), L.P., THL Equity Fund VI Investors (GS), LLC and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of THL, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ THL Investors ” shall mean, as of any date, THL, the THL Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ TOC Application ” shall have the meaning set forth in the Televisa Side Letter.
“ TOC Approval ” shall mean the written grant of approval by the FCC of a TOC Application.
“ TPG ” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ TPG Co-Investment Vehicles ” shall mean, as of any date, TPG Umbrella Co-Investment, L.P., TPG Umbrella International Co-Investment, L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of TPG, (ii) such entity has been formed for
 
51

the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV, L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ TPG Investors ” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Transaction Agreements ” shall mean this Agreement, the Investment Agreement, the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the Glade Brooke Side Letter, the TV Warrants, the Televisa Side Letter, Memorandum of Understanding and the Charter and the bylaws of the Company, and the organizational documents of BMPH and Univision.
“ Transfer ” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 3 of the Stockholders Agreement (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee, (b) with respect to an Acquisition Holdco, or a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such Acquisition Holdco or holder other than to a Permitted Transferee of such Acquisition Holdco or holder or of the party transferring the equity of such holder, or (c) with respect to an Affiliate of Televisa of which the Shares held by such Affiliate constitute a majority of the value of such Affiliate, there is a direct Transfer of the equity interests of such Affiliate other than to a Permitted Transferee of such Affiliate or of the party transferring the equity of such Affiliate or to the shareholders of any publicly traded parent entity of such Affiliate. For the avoidance of doubt, a conversion of Class A Common Stock, Class S Common Stock and/or Class T Common Stock into Common Stock of any such other classes pursuant to the Charter shall not be deemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall be treated as a Transfer of a proportional number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4, as applicable (based on the total number of Units outstanding and the total number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4, as the case may be), in each case, as of immediately prior to such Transfer. No securities transferred to or held by BMPS1, BMPS2, BMPS3 or BMPS4 will be deemed to have been Transferred until they are sold by BMPS1, BMPS2, BMPS3 or BMPS4, as applicable. Notwithstanding the foregoing, with respect to securities acquired by BMPS2 or BMPS4 from any Televisa Investor, such securities will continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2 or BMPS4 under the Saban Arrangements.
“ TV Warrants ” shall mean the Company warrants exercisable for shares of Class T Common Stock issuable under certain circumstances pursuant to the Transaction Agreements.
 
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“ Units ” shall have the meaning set forth in the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement and the BMPS4 LLC Agreement, as applicable.
“ Univision ” shall have the meaning set forth in the Preamble.
“ Venevision ” shall mean Venevision International, Inc. and any Affiliate thereof.
“ Voting Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ Voting Principal Investor ” and “ Voting Principal Investor Group ” shall mean, as of any time, Principal Investors holding, alone or together with their Affiliates, directly or indirectly, shares of Class S-1 Common Stock representing 5% or more of the outstanding shares of Class S Common Stock on the Calculation Date.
“ Withdrawing Holder ” shall have the meaning set forth in Section 7.3 .
 
9.	MISCELLANEOUS .	
9.1 Authority; Effect . Each party hereto, severally and not jointly, represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors generally, and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and BMPH shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.
9.2 Notices . Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or (c) sent by overnight courier, in each case, addressed as follows:
If to the Company, BMPH or Univision, to it:
c/o Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, New York 10158
Facsimile No.: (646) 964-6681
Attention: General Counsel
Email: jschwartz@univision.net
 
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with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
100 Federal Street, 34 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 772-8333
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Email: david.duffell@weil.com and shayla.harlev@weil.com
if to a MDP Investor or to the MDP Principal Investor Group, to it:
c/o Madison Dearborn Partners
Three First National Plaza, suite 3800
Chicago, Illinois, 60602
Facsimile No.: (312) 895-1221
Attention: Zaid F. Alsikafi
Email: zalsikafi@mdcp.com
with a copy (which shall not constitute notice) to:
Three First National Plaza, suite 3800
Chicago, Illinois, 60602
Facsimile No.: (312) 895-1041
Attention: Mark Tresnowski, Esq.
Email: mtresnowski@mdcp.com
if to a PEP Investor or to the PEP Principal Investor Group, to it:
c/o Providence Equity Partners Inc.
50 Kennedy Plaza, 18 th Floor
Providence, Rhode Island 02903
Facsimile No.: (401) 751-1790
Attention: Jonathan M. Nelson
Email: jnelson@provequity.com
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
50 Kennedy Plaza, 11 th Floor
Providence, Rhode Island 02903
Facsimile No.: (401) 278-4701
Attention: David K. Duffell, Esq.
Email: david.duffell@weil.com
If to a SCG Investor or to the SCG Principal Investor Group, to it:
c/o Saban Capital Group
10100 Santa Monica Boulevard
 
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Los Angeles, California 90067
Facsimile No.: (310) 557-5100
Attention: Adam Chesnoff
Email: achesnoff@saban.com
with a copy (which shall not constitute notice) to:
10100 Santa Monica Boulevard
Suite 2600
Los Angeles, California 90067
Facsimile No.: (310) 557-5103
Attention: Niveen Tadros, Esq.
Email: ntradros@saban.com
If to a Televisa Investor, to it:
c/o Grupo Televisa, S.A.B.
Building A, 4th Floor
No. 2000 Colonia Santa Fe
Mexico, DF /01210 / Mexico
Facsimile No.: +52 55 5261 2494
Attention: General Counsel
Email: jbalcarcel@televisa.com.mx
with a copy (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Facsimile No.: (212) 403-2000
Attention: Joshua R. Cammaker
Email: jrcammaker@wlrk.com
 
55

If to a THL Investor or to the THL Principal Investor Group, to it:
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 227-3514
Attention: Scott Sperling
Email: ssperling@thl.com
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
100 Federal Street, 34 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 772-8333
Attention: David P. Kreisler, Esq.
Email: david.kreisler@weil.com
If to a TPG Investor or to the TPG Principal Investor Group, to it:
c/o Texas Pacific Group
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
Facsimile No.: (817) 871-4010
Attention: Clive Bode
Email: cbode@tpg.com
with a copy (which shall not constitute notice) to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Facsimile No.: (212) 225-3999
Attention: Glenn P. McGrory, Esq. and Paul Shim, Esq.
Email: gmcgrory@cgsh.com and pshim@csgh.com
Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.
Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by facsimile on a Business Day, or if not delivered on a Business Day, on the, first Business Day thereafter, and (iii) seven (7) Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.
9.3 Entire Agreement; No Assignment . This Agreement, the Transaction Agreements, any exhibits or schedules hereto or thereto and any other agreement, document or
 
56

instrument referred to herein or therein set forth the entire understanding and agreement of the parties, and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof (including the Memorandum of Understanding, dated July 1, 2015, by and among certain of the parties hereto). Except as otherwise expressly provided herein or therein, no PITV Investor or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
9.4 No Third Party Beneficiaries . Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and their permitted transferees, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; provided, that the provisions of Sections 4.2 and 9.12 are intended to benefit the persons named therein and that such persons shall have the right to enforce such provisions.
9.5 No Partnership, Agency, or Joint Venture . This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.
9.6 No Waiver . The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with his or its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of his or its right to exercise any such or other right, power or remedy or to demand such compliance.
9.7 Descriptive Heading . The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.
9.8 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.
9.9 Severability . In the event that any provision hereof would, under applicable Law (other than Federal Communications Laws, in which case any modification or limitation must be agreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the other hand (or if there are no Principal Investors, the agreement of Televisa and the Board of the Company shall be required)), be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect pursuant to the preceding sentence, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.
 
57

9.10 No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Principal Investors may be partnerships or limited liability companies, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member or manager of any PITV Investor or of any partner, member, manager, Affiliate or assignee thereof, in its capacity as such (and provided that, for the avoidance of doubt, such recourse may be had against any such person in its capacity as a party signatory hereto, if applicable), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any PITV Investor or any current or future member of any PITV Investor or any current or future director, officer, employee, partner, member or manager of any PITV Investor or of any Affiliate or assignee thereof, in its capacity as such (and provided that, for the avoidance of doubt, such recourse may be had against such Person in its capacity as a party hereto, if applicable), for any obligation of any PITV Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
9.11 Obligations of Company, BMPH and Univision . Each of the Company, BMPH and Univision shall be jointly and severally liable for any payment obligation of any of the Company, BMPH or Univision pursuant to this Agreement.
9.12 Indemnity and Liability, Reimbursement .
9.12.1 Indemnification by the Company, BMPH and Univision . Each of the Company, BMPH and Univision, jointly and severally, will indemnify, exonerate and hold each of the PITV Investors, and each of their respective partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “ Indemnitees ”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ and accountants’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “ Indemnified Liabilities ”) solely in respect of or in connection with, any Third Party Claims arising as a result of, arising out of, or in any way relating to:
 
 	(a)	(i) this Agreement, (ii) the Merger Agreement, the Merger, the other Transaction Agreements or any other transactions contemplated by the Merger Agreement and the other Transaction Agreements and the Principal Investors’ investment in the Company and its subsidiaries, (iii) the Initial Public Offering, (iv) the Investment Agreement or (v) any transaction to which any of the Company, BMPH or Univision is a party or any other circumstances with respect to any of the Company, BMPH or Univision (other than any such Indemnified Liabilities to the	
 
58

 	extent such Indemnified Liabilities arise out of any breach of the Transaction Agreements by such Indemnitee or its affiliated or associated Indemnitees or other related Persons); or	
 
 	(b)	operations of, or services provided by any of the Indemnitees to, any of the Company, BMPH or Univision, or any of their Affiliates pursuant to the Service Agreements notwithstanding their previous termination;	
provided that the foregoing indemnification rights shall not be available in the event that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; provided further that, if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company, BMPH or Univision will make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Law. For purposes of this Section 9.12.1 , none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by any of the Company, BMPH or Univision, then such payments shall be promptly repaid by such Indemnitee to the Company, BMPH and Univision.
9.12.2 Any indemnity under this Section 9.12 shall be provided out of and to the extent of the Company, BMPH or Univision assets only, and no Indemnitees shall have any personal liability on account thereof.
9.12.3 The Company, BMPH and Univision further agree that with respect to any Indemnitee who is employed, retained or otherwise associated with, or appointed or nominated by, a PITV Investor or any of their respective Affiliates and who acts or serves as a director, manager, officer, fiduciary, employee, consultant, advisor or agent of, for or to the Company or any of its Subsidiaries, that the Company or such Subsidiaries, as applicable, shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “ Indemnity Obligations ”) afforded to such Indemnitee acting in such capacity or capacities on behalf or at the request of the Company, BMPH or Univision, whether the Indemnity Obligations are created by law, organizational or constituent documents, Contract (including this Agreement) or otherwise. Notwithstanding the fact that either the PITV Investors and/or any of their respective Affiliates, other than the Company, BMPH or Univision (such Persons, together with its and their heirs, successors and assigns, the “ Sponsor Parties ”), may have concurrent liability to an Indemnitee with respect to the Indemnity Obligations, the Company, BMPH and Univision hereby agree that in no event shall the Company, BMPH, Univision or any of its Subsidiaries have any right or claim against any of the Sponsor Parties for contribution or have rights of subrogation against any Sponsor Parties through an Indemnitee for any payment made by the Company, BMPH, Univision or any of its subsidiaries with respect to any Indemnity Obligation. In addition, the Company, BMPH and Univision hereby agree that in the event that any Sponsor Parties pay or advance an Indemnitee any amount with respect to an Indemnity Obligation, the Company, BMPH or Univision will, or will cause its Subsidiaries to, as applicable, promptly reimburse
 
59

such Sponsor Parties for such payment or advance upon request. The Company, BMPH, Univision and the Indemnitees agree that the Sponsor Parties are express third party beneficiaries of the terms hereof.
9.12.4 The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall in any event be liable to any of the Company, BMPH or Univision or any of their Affiliates, for any act or omission suffered or taken by such Indemnitee that does not constitute gross negligence or willful misconduct (for purposes of this Section 9.12.2 , gross negligence or willful misconduct shall not be deemed to apply absent a final, non-appealable judgment of a court of competent jurisdiction to such effect). A “ Third-Party Claim ” means any (i) claim brought by a Person other than the Company, BMPH, Univision or any of their subsidiaries or, with respect to a PITV Investor, other than such PITV Investor or, with respect to an Indemnitee, other than such Indemnitee and (ii) any derivative claim brought in the name of the Company, BMPH, Univision or any of their respective subsidiaries that is initiated by a Person, with respect to a PITV Investor, other than such PITV Investor or, with respect to any Indemnitee, other than such Indemnitee.
9.12.5 Notwithstanding any provision of this Section 9.12 , the indemnification rights set forth in Section 9.12.1 shall not be available to any Indemnitees to the extent such Indemnified Liabilities arise out of or relate to commercial agreements between the Company and such Indemnitee and their respective Affiliates, including as an example, with respect to Televisa, the Program License Agreement or the Mexico License Agreement.
9.13.1 Notwithstanding anything to the contrary contained in this Agreement, no Party shall be liable to the other parties under this Agreement for any special, consequential, punitive, indirect or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise.
 
10.	GOVERNING LAW .	
10.1 Governing Law . This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the “ Covered Matters ”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed by the laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent that such principles or rules would require or permit the application of laws of another jurisdiction.
 
60

10.2 Consent to Jurisdiction . Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (and if the Chancery Court does not accept jurisdiction, the federal court located in Delaware if the federal court in Delaware does not accept jurisdiction, any state court in Delaware) for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a)  above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.2 hereof is reasonably calculated to give actual notice.
10.3 WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 10.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
 
61

10.4 Exercise of Rights and Remedies . No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
10.5 No Derogation of Other Rights . Notwithstanding anything to the contrary herein, nothing in this Agreement derogates from any party’s rights and obligations under the Commercial Agreements.
[ Signature pages follow ]
 
62

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY :	 		 	UNIVISION HOLDINGS, INC.	
				
	 		 	By:	 	*	
	 		 		 	Name:	
	 		 		 	Title:	
			
BMPH :	 		 	BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
				
	 		 	By:	 	*	
	 		 		 	Name:	
	 		 		 	Title:	
			
UNIVISION :	 		 	UNIVISION COMMUNICATIONS INC.	
				
	 		 	By:	 	*	
	 		 		 	Name:	
	 		 		 	Title:	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:	

	 		 		 	 	
	 		 		 	Name:	
	 		 		 	Title:	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

THE PRINCIPAL INVESTORS:

MDP INVESTORS	
		
	 	MADISON DEARBORN CAPITAL PARTNERS IV, L.P.	
		
	 	By: Madison Dearborn Partners IV, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MDCPIV INTERMEDIATE (UMBRELLA), L.P.	
		
	 	By: Madison Dearborn Partners IV, L.P. its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.	
		
	 	By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

					
	 	MDCPV INTERMEDIATE (UMBRELLA), L.P.	
		
	 	By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.	
		
	 	By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MDCP US CO-INVESTORS (UMBRELLA), L.P.	
		
	 	By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of MDP INVESTORS:	

	 	 	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

					
PEP INVESTORS	
		
	 	PROVIDENCE INVESTORS V (UNIVISION) L.P.	
		
	 	By: Providence Umbrella GP L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P.	
		
	 	By: Providence Equity GP V L.P., its General Partner	
		
	 	By: Providence Equity Partners V L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE INVESTORS VI (UNIVISION) L.P.	
		
	 	By: Providence VI Umbrella GP L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P.	
		
	 	By: Providence Equity GP VI L.P., its General Partner	
		
	 	By: Providence Equity Partners VI L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

					
	 	PROVIDENCE CO-INVESTORS (UNIVISION) L.P.	
		
	 	By: Providence Umbrella GP L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE CO-INVESTORS (UNIVISION US) L.P.	
		
	 	By: Providence Umbrella GP L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of PEP INVESTORS:	

	 	 	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

					
	 	SCG INVESTMENTS II, LLC, a Delaware LLC	
			
	 	By:	 	 	
	 	Name:	 	Adam Chesnoff	
	 	Title:	 	Manager	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

							
TPG INVESTORS	
		
	 	TPG UMBRELLA IV, L.P.	
			
	 	By:	 	TPG Advisors IV, Inc.,
its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
		
	 	TPG UMBRELLA INTERNATIONAL IV, L.P.	
			
	 	By:	 	TPG Advisors IV, Inc.,
its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
		
	 	TPG MEDIA V-AIV 1, L.P.	
			
	 	By:	 	TPG Advisors V, Inc.,
its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

							
	 	TPG MEDIA V-AIV 2, L.P.	
			
	 	By:	 	TPG Advisors V, Inc.,
its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
		
	 	TPG UMBRELLA CO-INVESTMENT, L.P.	
			
	 	By:	 	TPG Advisors V, Inc.,
its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
		
	 	TPG UMBRELLA INTERNATIONAL CO-INVESTMENT, L.P.	
			
	 	By:	 	TPG Advisors V, Inc.,
its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of TPG INVESTORS:	

By:	 	 	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

					
THL INVESTORS	
		
	 	THOMAS H. LEE EQUITY FUND VI, L.P.	
			
	 	By:	 	THL Equity Advisors VI, LLC, its general partner	
			
	 	By:	 	Thomas H. Lee Partners, L.P., its sole member	
			
	 	By:	 	Thomas H. Lee Advisors, LLC, its general partner	
			
	 	By:	 	THL Holdco, LLC, its managing member	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
		
	 	THL EQUITY FUND VI INVESTORS (UNIVISION), L.P.	
			
	 	By:	 	THL Equity Advisors VI, LLC, its general partner	
			
	 	By:	 	Thomas H. Lee Partners, L.P., its sole member	
			
	 	By:	 	Thomas H. Lee Advisors, LLC, its general partner	
			
	 	By:	 	THL Holdco, LLC, its managing member	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
		
	 	THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION), L.P.	
			
	 	By:	 	THL Equity Advisors VI, LLC, its general partner	
			
	 	By:	 	Thomas H. Lee Partners, L.P., its sole member	
			
	 	By:	 	Thomas H. Lee Advisors, LLC, its general partner	
			
	 	By:	 	THL Holdco, LLC, its managing member	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

					
	 	THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION US), L.P.	
			
	 	By:	 	THL Equity Advisors VI, LLC, its General Partner	
			
	 	By:	 	Thomas H. Lee Partners, L.P., its Sole Member	
			
	 	By:	 	Thomas H. Lee Advisors, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
		
	 	THL EQUITY FUND VI INVESTORS (GS), LLC	
		
	 	By: THL Equity Advisors VI, LLC, its Manager	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of THL INVESTORS:	

By:	 	 	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

TELEVISA :

	 	GRUPO TELEVISA, S.A.B.	
			
	 	By:	 	 	
	 	Name:	 		
	 	Its:	 		
			
	 	By:	 	 	
	 	Name:	 		
	 	Its:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT

SCHEDULE I
[Please see attached.]

Schedule 2.5.2
Initial Principal Investor Board Designees
 
1.	Zaid Asilkafi	
 
2.	Adam Chesnoff	
 
3.	Michael Cole	
 
4.	Kelvin Davis	
 
5.	Michael N. Gray	
 
6.	Jonathan Nelson	
 
7.	James Perry, Jr.	
 
8.	Haim Saban	
 
9.	David Trujillo	
 
10.	Tony Vinciquerra	
 
11.	[PEP Designee Vacant]	
 
12.	[THL Designee Vacant]	
 
13.	[THL Designee Vacant]	
 
14.	[THL Designee Vacant]	

Schedule 2.5.3
Initial Televisa Board Designees
 
1.	Alfonso de Angoitia	
 
2.	Emilio Azcarraga Jean	
 
3.	Enrique Senior	
 
4.	Jose A. Baston Patino	

Schedule 8.2
Illustration of Indebtedness Calculation
[Please see attached.]

Exhibit 10.10

 
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
by and among
Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.)
Broadcast Media Partners Holdings, Inc.
Univision Communications Inc.
and
Certain Stockholders of Univision Holdings, Inc.
Dated as of [            ], 2015

 

TABLE OF CONTENTS

 	 	 	  	 	  	Page	 	
			
1.	 	EFFECTIVENESS; DEFINITIONS	  	 	2	  	
				
	 	1.1	  	Closing	  	 	2	  	
				
	 	1.2	  	Definitions	  	 	2	  	
			
2.	 	VOTING AGREEMENT	  	 	2	  	
				
	 	2.1	  	Significant Transactions	  	 	2	  	
				
	 	2.2	  	Consent to Amendment	  	 	4	  	
				
	 	2.3	  	Limitation of Proxy	  	 	4	  	
				
	 	2.4	  	Bank Investors’ Voting Agreement	  	 	4	  	
				
	 	2.5	  	The Company and BMPH	  	 	5	  	
				
	 	2.6	  	Period	  	 	5	  	
			
3.	 	TRANSFER RESTRICTIONS	  	 	5	  	
				
	 	3.1	  	Transfers Allowed	  	 	5	  	
				
	 	3.2	  	Certain Transferees to Become Parties	  	 	10	  	
				
	 	3.3	  	Restrictions on Transfers to Competitors, Restricted Persons and Foreign Persons	  	 	11	  	
				
	 	3.4	  	Impermissible Transfer	  	 	13	  	
				
	 	3.5	  	Notice of Transfer	  	 	13	  	
				
	 	3.6	  	Other Restrictions on Transfer	  	 	14	  	
				
	 	3.7	  	Period	  	 	14	  	
				
	 	3.8	  	Transfer by Principal Investors and Principal Investor Groups	  	 	14	  	
				
	 	3.9	  	Restrictions on Stock Ownership and Transfer	  	 	15	  	
			
4.	 	“TAG ALONG” AND “DRAG ALONG” RIGHTS, PREFERENTIAL RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER	  	 	16	  	
				
	 	4.1	  	Tag Along	  	 	16	  	
				
	 	4.2	  	Change of Control Drag Along	  	 	20	  	
				
	 	4.3	  	Recapitalization Transaction Drag Along	  	 	23	  	
				
	 	4.4	  	Miscellaneous Sale Provisions	  	 	26	  	
				
	 	4.5	  	Preferential Right of First Refusal	  	 	29	  	
				
	 	4.6	  	Right of First Offer	  	 	33	  	
 
ii

TABLE OF CONTENTS

 	 	 	  	 	  	Page	 	
				
	 	4.7	  	The Televisa Investors’ Rights and Obligations in the Event of a Sponsor Sale	  	 	37	  	
				
	 	4.8	  	The Televisa Investors’ Rights and Obligations in the Event of a Merger Exit	  	 	42	  	
				
	 	4.9	  	Compliance with Sponsor Sale and Merger Exit Procedures	  	 	49	  	
				
	 	4.10	  	Tax Matters	  	 	53	  	
				
	 	4.11	  	Period	  	 	55	  	
				
	 	4.12	  	Exchanges of Equity	  	 	55	  	
				
	 	4.13	  	Other Mergers and Similar Transactions	  	 	55	  	
			
5.	 	MAXIMUM EQUITY PERCENTAGE; MAXIMUM CAPITAL PERCENTAGE; HOLDER LOCK UP	  	 	57	  	
				
	 	5.1	  	Maximum Equity Percentage; Maximum Capital Percentage	  	 	57	  	
				
	 	5.2	  	Holder Lock Up	  	 	59	  	
				
	 	5.3	  	Liquidity Process for Televisa	  	 	59	  	
				
	 	5.4	  	Demand Public Offering	  	 	62	  	
				
	 	5.5	  	Strategic ROFO	  	 	63	  	
				
	 	5.6	  	Miscellaneous	  	 	63	  	
			
6.	 	REMEDIES	  	 	63	  	
				
	 	6.1	  	Generally	  	 	63	  	
				
	 	6.2	  	Deposit	  	 	64	  	
			
7.	 	LEGENDS	  	 	64	  	
				
	 	7.1	  	Restrictive Legend	  	 	64	  	
				
	 	7.2	  	1933 Act Legends	  	 	65	  	
				
	 	7.3	  	Stop Transfer Instruction	  	 	65	  	
				
	 	7.4	  	Termination of 1933 Act Legend	  	 	65	  	
				
	 	7.5	  	Shares Held by Co-Investment Vehicles	  	 	65	  	
				
	 	7.6	  	Shares Held by Televisa	  	 	66	  	
				
	 	7.7	  	Waiver of Rights	  	 	65	  	
			
8.	 	AMENDMENT, TERMINATION, ETC	  	 	67	  	
				
	 	8.1	  	Oral Modifications	  	 	67	  	
				
	 	8.2	  	Written Modifications	  	 	67	  	
				
	 	8.3	  	Withdrawal from Agreement	  	 	68	  	
				
	 	8.4	  	Effect of Termination	  	 	69	  	
 
iii

TABLE OF CONTENTS

 	 	 	  	 	  	Page	 	
			
9.	 	DEFINITIONS	  	 	69	  	
				
	 	9.1	  	Certain Matters of Construction	  	 	69	  	
				
	 	9.2	  	Definitions	  	 	70	  	
			
10.	 	MISCELLANEOUS	  	 	101	  	
				
	 	10.1	  	Authority; Effect	  	 	101	  	
				
	 	10.2	  	Notices	  	 	101	  	
				
	 	10.3	  	Entire Agreement; No Assignment	  	 	102	  	
				
	 	10.4	  	Descriptive Heading	  	 	102	  	
				
	 	10.5	  	Counterparts	  	 	102	  	
				
	 	10.6	  	Severability	  	 	102	  	
				
	 	10.7	  	No Recourse	  	 	102	  	
				
	 	10.8	  	Aggregation of Shares	  	 	103	  	
				
	 	10.9	  	Obligations of Company, BMPH and Univision	  	 	103	  	
				
	 	10.10	  	Confidentiality; Non-Solicitation	  	 	103	  	
				
	 	10.11	  	Opportunities	  	 	104	  	
				
	 	10.12	  	Information Rights.	  	 	105	  	
				
	 	10.13	  	Consent to Notice of Stockholders Meetings	  	 	106	  	
				
	 	10.14	  	Certain Limitations	  	 	106	  	
			
11.	 	GOVERNING LAW	  	 	107	  	
				
	 	11.1	  	Governing Law	  	 	107	  	
				
	 	11.2	  	Consent to Jurisdiction	  	 	107	  	
				
	 	11.3	  	WAIVER OF JURY TRIAL	  	 	107	  	
				
	 	11.4	  	Exercise of Rights and Remedies	  	 	108	  	
				
	 	11.5	  	No Third Party Beneficiaries	  	 	108	  	
				
	 	11.6	  	No Derogation of Other Rights	  	 	108	  	
				
	 	11.7	  	No Partnership, Agency, or Joint Venture	  	 	108	  	
 
iv

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This Second Amended and Restated Stockholders Agreement (the “ Agreement ”) is made as of [            ], 2015 by and among:
 
 	(i)	Univision Holdings, Inc., a Delaware corporation (f/k/a Broadcasting Media Partners, Inc., and together with its successors and permitted assigns, the “ Company ”);	
 
 	(ii)	Broadcast Media Partners Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, “ BMPH ”);	
 
 	(iii)	Univision Communications Inc., successor in interest to Umbrella Acquisition, Inc., a Delaware corporation (“ Univision ”);	
 
 	(iv)	BMPI Services LLC, a Delaware limited liability company (“ BMPS1 ”);	
 
 	(v)	BMPI Services II, LLC, a Delaware limited liability company (“ BMPS2 ”);	
 
 	(vi)	BMPI Services III, LLC, a Delaware limited liability company (“ BMPS3 ”);	
 
 	(vii)	BMPI Services IV, LLC, a Delaware limited liability company (“ BMPS4 ”);	
 
 	(viii)	each Person executing this Agreement as a Principal Investor (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the “ Principal Investors ”);	
 
 	(ix)	Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico (collectively with its Permitted Transferees, “ Televisa ”);	
 
 	(x)	each Person executing this Agreement as a Bank Investor (collectively with their Permitted Transferees, the “ Bank Investors ”);	
 
 	(xi)	each Person executing this Agreement as an Other Investor (collectively with (A) their Permitted Transferees, (B) Persons who executed this Agreement as Principal Investors who have ceased to be members of a Principal Investor Group and (C) Persons who are transferees of the Televisa Investors (other than New Televisa Investors and Permitted Transferees of Televisa) that are required to execute this Agreement in accordance with the terms of this Agreement, the “ Other Investors ” and together with BMPS1, BMPS2, BMPS3, BMPS4, the Principal Investors, Televisa and the Bank Investors, the “ Investors ”);	
 
 	(xii)	each Person executing this Agreement as a Manager and such other Persons, if any, that from time to time become party hereto as Managers (collectively, the “ Managers ”); and	
 
 	(xiii)	such other Persons, if any, that from time to time become party hereto as transferees of Shares pursuant to Section 3.2 (collectively, together with the Investors and the Managers, the “ Stockholders ”) in accordance with the terms hereof.	

RECITALS
1. Each of the Company, BMPH, Univision, the Principal Investors, the Bank Investors, the Managers, Televisa and certain other stockholders of the Company entered into the Amended and Restated Stockholders Agreement, dated as of December 20, 2010 (as amended from time to time, the “ Stockholders Agreement ”).
2. The Company filed with the Securities and Exchange Commission on July 1, 2015, a Registration Statement on Form S-1 under the Securities Act to effect an Initial Public Offering which offering will constitute a Qualified Public Offering.
3. In connection with the Initial Public Offering, the Company has amended and restated its Certificate of Incorporation which amendment and restatement has been filed with the Secretary of State of the State of Delaware on [            ], 2015 (as amended from time to time, the “ Charter ”), to provide for, among other things, the reclassification of (a) outstanding shares of Class A Common Stock and Class B Common Stock into shares of Class S-1 Common Stock and Class S-2 Common Stock, respectively, (b) outstanding shares of Class C Common Stock into shares of Class T-1 Common Stock and Class T-3 Common Stock and (c) outstanding shares of Class D Common Stock into shares of Class T-2 Common Stock (the “ Reclassification ”).
4. In connection with the Initial Public Offering, the parties believe it is in the best interest of the parties hereto to amend and restate the Stockholders Agreement and to replace it in its entirety with this Agreement.
AGREEMENT
Therefore, the parties hereto hereby agree as follows:
1. EFFECTIVENESS; DEFINITIONS.
1.1 Effective Date . This Agreement shall become effective upon the sale of the Company’s Class A Common Stock in the Initial Public Offering.
1.2 Definitions . Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 9 hereof.
2. VOTING AGREEMENT .
2.1 Significant Transactions . In each case, subject to any applicable provisions of the Principal Investor Agreement and the Charter, each holder of Shares (other than the Bank Investors and the Televisa Investors) hereby appoints, for as long as there are any Principal Investors remaining, each Principal Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent in accordance with such holder’s agreements contained in
 
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this Section 2.1 that require approval of the Majority Principal Investors, and, for as long as there are any PITV Investors remaining, each PITV Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent in accordance with such holders agreements contained in this Section 2.1 that require approval of the Majority PITV Investors, which proxy shall be valid and remain in effect until the applicable provisions of this Section 2.1 expire pursuant to Section 2.6 ; provided , that at any time a Principal Investor that is not eligible to vote its Shares or consent on any of the matters contained in this Section 2.1 , such Principal Investor shall not be eligible to act as proxy in connection with such matter. The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Majority Principal Investors or Majority PITV Investors, as applicable, and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in Law to support an irrevocable power. Each Principal Investor who is granted such proxy agrees that it shall only be voted in a manner consistent with such holder’s agreements with respect to voting contained in this Section 2.1 .
2.1.1 Change of Control Transactions . If a vote of holders of Shares (or any class or series of Shares) is required under any applicable Law in connection with a Change of Control transaction being implemented pursuant to Section 4.2 or is determined to be otherwise desirable by the Majority Principal Investors in connection with a transaction being implemented pursuant to Section 4.2 , each holder of Shares (other than the Bank Investors and the Televisa Investors) agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority Principal Investors may instruct by written notice to approve any sale, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Principal Investors of their rights under Section 4.2 and in all cases consistent with the provisions of such Section.
2.1.2 Recapitalization Transactions . If a vote of holders of Shares (or any class or series of Shares) is required under any applicable Law in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3 or is determined to be otherwise desirable by the Majority Principal Investors in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3 , each holder of Shares (other than the Bank Investors and the Televisa Investors) agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority Principal Investors may instruct by written notice to approve any aspect or aspects of such Recapitalization Transaction in connection with, or in furtherance of, the exercise by the Majority Principal Investors of their rights under Section 4.3 and in all cases consistent with the provisions of such Section.
2.1.3 Election of Members of the Board . If a vote of holders of Shares (or any class or series of Shares) is required under any applicable Law in connection with the election of members of the Board, each holder of Shares (other than the Bank Investors, the Televisa Investors and Glade Brook) agrees to cast all votes to which such holder is
 
3

entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority PITV Investors may instruct by written notice to approve such election.
2.1.4 Charter Amendments . Each holder of Shares (other than the Bank Investors and the Televisa Investors) agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special Meeting, by written consent or otherwise, in such manner as the Majority Principal Investors may instruct by written notice to approve any amendment to the Charter that is approved by the Majority Principal Investors and if applicable, by a Majority in Interest of the holders of any class of Shares to the extent such amendment, by its terms, Discriminates against such class of Shares.
2.2 Consent to Amendment . Each holder of Shares (including the Bank Investors but not the Televisa Investors) agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority PITV Investors may instruct by written notice to increase the number of authorized shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock, Class T-2 Common Stock and Class T-3 Common Stock to the extent necessary to permit the Company to comply with the provisions of the Charter with respect to the conversion of shares of Common Stock. For so long as there are any Principal Investors remaining, each holder of Shares (other than the Bank Investors and the Televisa Investors) hereby appoints each Principal Investor as its proxy to vote such holder’s Shares, whether at a meeting or by written consent in accordance with such holder’s agreements contained in this Section 2.2 , which proxy shall be valid and remain in effect until the applicable provisions of this Section 2.2 expire pursuant to Section 2.6 . The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Majority PITV Investors and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in Law to support an irrevocable power. Each Principal Investor who is granted such proxy agrees that it shall only be voted in a manner consistent with such holder’s agreements with respect to voting contained in this Section 2.2 .
2.3 Limitation of Proxy . For the avoidance of doubt, except as expressly contemplated by this Section 2 , none of the Principal Investors has been granted a proxy to exercise the rights of any Stockholder under this Agreement.
2.4 Bank Investors’ Voting Agreement . For so long as there are any Principal Investors remaining, until the applicable provisions of this Section 2.4 expire pursuant to Section 2.6 , each Bank Investor agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority Principal Investors may instruct by written notice with respect to the matters set forth in Sections 2.1.1 , 2.1.2 and 2.1.4 and the Majority PITV Investors may instruct by written notice with respect to the matters set forth in Sections 2.1.3 and 2.2 .
 
4

2.5 The Company and BMPH . The Company and BMPH will not, and will cause their respective Subsidiaries not to, give effect to any action by any holder of Shares or any other Person which is in contravention of this Section 2 .
2.6 Period . Each of the foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control (other than a Change of Control involving any Purchaser of Control, as provided in Section 3.8 below), and (b) both a Sponsor Exit Sell-Down and receipt of TOC Approval.
3. TRANSFER RESTRICTIONS .
3.1 Transfers Allowed . Until the expiration of the provisions of this Section 3 , and subject to Section 3.6 , no Stockholder shall Transfer any of such Stockholder’s Shares to any other Person except as follows:
3.1.1 Permitted Transferees . Subject to Section 3.3 , but without regard to any other restrictions on transfer contained elsewhere in this Agreement, any Stockholder may Transfer any or all of such Shares to such Stockholder’s Permitted Transferees, so long as such Permitted Transferees agree to be bound by the terms of this Agreement, the Principal Investor Agreement, and the Participation, Registration Rights and Coordination Agreement to the extent such Stockholder is a party thereto in accordance with Section 3.2 (if not already bound hereby).
3.1.2 Distributions and Bona Fide Charitable Contributions . At or after the closing of the Qualified Public Offering, (a) any Investor may Transfer any or all of such Shares in a bona fide, pro rata Transfer to its partners, members, managers or stockholders (e.g., a pro rata distribution by a private equity partnership to its partners or by a corporation to its stockholders) ( provided that each such transferee shall agree to be bound by Section 4.1 as an “Other Investor” hereunder in accordance with Section 3.2 (if not already bound hereby)), and (b) any holder of Shares may Transfer any or all of such Shares to a Charitable Organization as a bona fide charitable contribution without consideration, in each case, without regard to any other restrictions on Transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.1.6 , 3.6 and 5 , if applicable). Except as otherwise provided in clause (a)  above, any Shares so Transferred shall conclusively be deemed thereafter not to be Shares under this Agreement, and the transferees thereof shall not become parties to this Agreement with respect thereto.
3.1.3 Public Transfers . Any Stockholder may Transfer any or all of such Stockholder’s Shares: (a) (i) in any Public Offering up to and including the Qualified Public Offering (but only to the extent the Majority PITV Investors (or, if there are no PITV Investors remaining, the Company) so determine(s); provided that the Majority PITV Investors or the Company, as applicable, shall grant or withhold such consent on an equitable basis ( e.g. , pro rata in proportion to ownership of Shares) with respect to Stockholders who wish to Transfer Shares in a particular Public Offering), or (ii) in any Public Offering subsequent to the Qualified Public Offering; or (b) after the closing of a Qualified Public Offering, pursuant to (x) a block sale to a financial institution in the ordinary course of its trading business, or (y) any Transfer following an Initial Public
 
5

Offering pursuant to Rule 144, in the case of clauses (a)  and (b) , subject to the Participation, Registration Rights and Coordination Agreement, but without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.1.6 , 3.6 and 5.2 , if applicable); provided that the Prospective Selling Stockholder does not direct, request or encourage such underwriters, market makers or block sale purchasers to resell such shares to any Person who is a Restricted Person or non-U.S. Person for purposes of Federal Communications Laws (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)) (for the avoidance of doubt, nothing in this Section 3.1.3 shall restrict the Transfer of Shares to a nationally recognized underwriter, in its capacity as an underwriter of a public underwritten offering where such underwriter agrees to undertake in good faith to sell such Shares within two (2) Business Days after its acquisition thereof). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement, and the transferees thereof shall not become parties to this Agreement with respect thereto.
3.1.4 Tag Along and Drag Along; Purchases from Management; Other Televisa Transfers .
(a) Change of Control Drag Along . A Stockholder may Transfer any or all of such Shares pursuant to Section 4.2 , without regard to any other restrictions on Transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.3 , 4.4 and 5 , if applicable) so long as each transferee agrees to be bound by the terms of this Agreement in accordance with Section 3.2 (if not already bound hereby). Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement in accordance with Section 3.2 .
(b) Recapitalization Transaction Drag Along . Each Stockholder may exchange, convert or Transfer any or all of its Shares pursuant to Section 4.3 (including any Televisa Investors who elect, in their sole discretion, to Transfer any or all of their Shares in such Recapitalization Transaction), without regard to any other restrictions on Transfer contained elsewhere in this Agreement (other than the provisions of Section 3.3 , if applicable). Shares received upon such exchange, conversion or Transfer shall conclusively be deemed thereafter to be Shares under this Agreement.
(c) Tag Along . A Participating Seller may Transfer Shares pursuant to and in accordance with the provisions of Section 4.1 without regard to any other restrictions on Transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.3 , 3.6 . 4.4 and 5 , if applicable) so long as each transferee agrees to be bound by the terms of this Agreement, the Principal Investor
 
6

Agreement, and the Participation, Registration Rights and Coordination Agreement to the extent such Stockholder is a party thereto in accordance with Section 3.2 (if not already bound hereby). Shares so Transferred shall conclusively be deemed thereafter to be Shares under this Agreement in accordance with Section 3.2 .
(d) Management . The Company may purchase Shares and Convertible Securities from the management of the Company or any of its subsidiaries (other than any partner, principal, employee or Affiliate of a Principal Investor, which, as of the Televisa Closing, includes the Chairman of the Board of the Company), without regard to any other restrictions on Transfer contained elsewhere in this Agreement.
(e) Other Televisa Transfers . The Televisa Investors may Transfer any or all of their Shares in a Sponsor Sale, Merger Exit or subject to Section 3.1.6(b) , other Sale or Transfer pursuant to and in accordance with the terms of Section 4 . In addition, in the event that Televisa reasonably believes that its ownership of Shares at any time could reasonably be expected to be subject to regulatory review due to, or restricted by, Foreign Ownership Restrictions, then Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company, (it being agreed that any such assignment shall be the sole decision of Televisa and the Company shall have no consent right) assign their Shares to (i) an FCC-Approved Trust, (ii) any other Person while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (iii) any other Person if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from the FCC of an investigation with respect to Televisa’s ownership of the Company, and provided in either case in this clause (iii)  that Televisa seeks regulatory or judicial relief related to such order or investigation within six (6) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (iii)  of the preceding sentence, prior to the six (6) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such Shares to Televisa or otherwise as permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 3.1.4(e) , the FCC-Approved Trust or other Person to which such assignment is made shall become party to this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement as a Televisa Investor to the extent Televisa is a party thereto.
 
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3.1.5 Other Transfers . In addition to any Transfers made in accordance with Sections 3.1.1 , 3.1.2 , 3.1.3 or 3.1.4 , any Stockholder may Transfer any or all of such Stockholder’s Shares of a single class or of multiple classes; provided that (x) if any of the Televisa Investors is a transferor, such Transfer is in compliance with Section 3.1.6 , (y) such Transfer is in compliance with Sections 3.2 , 3.3 , 3.5 , 3.6 and 4 and (z) each transferee agrees to be bound by the terms of (i) this Agreement in accordance with Section 3.2 (if not already bound hereby), (ii) the Participation, Registration Rights and Coordination Agreement, and (iii) in the case of a Transfer by any PITV Investor, the Principal Investor Agreement.
3.1.6 Transfers by Televisa Investors .
(a) Notwithstanding any other provision of this Section 3, but without prejudice to Section 3.1.7 , from the Lock-up Start Date through the First Lock-up End Date, Televisa shall not Transfer any Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ), except for (i) Transfers of Shares pursuant to Section 3.1.1 and (ii) Transfers of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) to the extent permitted by Section 3.1.4(e) .
(b) Notwithstanding any other provision of this Section 3, but without prejudice to Section 3.1.7 , in the event that prior to the First Lock-up End Date (or such later time as Televisa and the Company may agree) the FCC adopts a ruling with respect to the FCC Petition (including pursuant to any subsequent petition or filing requested by Televisa as contemplated by Section [    ] of the Televisa Side Letter) so as to permit Televisa (either without conditions on the FCC’s grant of such permission that are applicable to Televisa other than the total ownership cap or only with such conditions as Televisa accepts in its sole discretion) to have an Equity Percentage and Voting Percentage of:
(i) at least thirty-three percent (33%), then for a period of two (2) years following the later of the date of adoption by the FCC of such ruling with respect to the FCC Petition and the 12-month anniversary of the Lock-up Start Date, except for Transfers by Televisa of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) pursuant to Section 3.1.1 and for Transfers of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) to the extent permitted by Section 3.1.4(e) , Televisa shall not Transfer in the aggregate more than thirty percent (30%) of the number of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) held by Televisa on the date of adoption of such ruling by the FCC with respect to the FCC Petition;
(ii) more than twenty five percent (25%) but less than thirty-three percent (33%) then, except for Transfers by Televisa of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) pursuant to Section 3.1.1 and for Transfers
 
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of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) to the extent permitted by Section 3.1.4(e) , Televisa shall not, for a number of months following the later of the date of adoption by the FCC of such ruling regarding the FCC Petition and the 12-month anniversary of the Lock-up Start Date equal to the product of (A) twenty-four (24) and (B) a fraction (1) the numerator of which is the lower of the Maximum Voting Percentage and the Maximum Equity Percentage after adoption of such FCC ruling regarding the FCC Petition minus twenty-five percent (25%) and (2) the denominator of which is eight percent (8%), Transfer in the aggregate more than thirty percent (30%) of the number of Shares (other than Class T-3 Common Stock which, for the avoidance of doubt, shall be governed by Section 3.1.6(d) ) held by Televisa on the date of adoption of such FCC ruling regarding the FCC Petition; or
(iii) (A) twenty five percent (25%) or less or (B) any amount if subject to conditions that Televisa does not accept, then in either such case, Televisa shall be permitted to Transfer any or all of its equity interests in the Company, including Common Stock, TV Warrants and other Convertible Securities, subject to any applicable restrictions on Transfer in the Transaction Agreements.
For the avoidance of doubt, the Televisa Investors voluntarily increasing their Equity Percentage to any particular percentage shall be conclusive evidence that Televisa has accepted any condition imposed on Televisa by the FCC as a condition to Televisa’s increase in Equity Percentage.
(c) Without prejudice to Section 3.1.7 , in the event any Televisa Investor Transfers any Shares pursuant to Section 3.1 (other than Transfers by the Televisa Investors pursuant to Section 3.1. 1 and for Transfers of Shares to the extent permitted by Section 3.1.4(e) ), the Televisa Investors proposing to make the Transfer shall first Transfer, prior to Transferring Common Stock, the TV Warrants or the Shares underlying the TV Warrants (by exercising the TV Warrants subject to such Transfer and Transferring the resulting Shares).
(d) Without prejudice to Section 3.1.7 , Televisa shall not Transfer any Class T-3 Common Stock until after a Sponsor Exit Sell-Down, at which time Televisa may, subject to compliance with Federal Communications Laws, Transfer all (but not less than all) of the Class T-3 Common Stock to a non-U.S. Person in connection with a Transfer by Televisa of all (but not less than all) of its Shares to such non-U.S. Person; provided, that each Principal Investor Group shall have the right to sell its Shares to the acquirer in such Transfer on terms and conditions consistent with the tag-along provisions in Section 4.1 notwithstanding that Section 4.1 no longer applies following a Principal Investor Two-Thirds Sell-Down and provided that only the Principal Investor Groups shall have the right to be a Participating Seller in such Transfer (a “ Compliant T-3 Transfer ”). For the avoidance of doubt, the contractual rights of Televisa under the Transaction Agreements, other than (i) the voting rights relating to the Class T Common Stock
 
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(including the Class T-3 Common Stock), including Televisa’s rights pursuant to Section 4.5 of the Charter and the related definitions of terms used therein, (ii) rights relating to FCC foreign ownership and voting capacity, including in the definitions of Maximum Equity Percentage and Maximum Voting Percentage, (iii) consent rights in Section 4.4.3(a) and (c) of the Charter, (iv) rights in Section 8.3(d) of the Investment Agreement and (v) rights in Section 4.4.3(l) of the Charter (provided that the rights in clauses (v), (vi), (viii) and (ix) in Section 4.4.3(l) of the Charter may be Transferred only if immediately following such Transfer, the transferee and its Affiliates collectively beneficially own, directly or indirectly, securities of the Company (excluding the Class T-3 Common Stock) having at least 19.9% of the voting power on Combined Vote Matters), may not be Transferred to any Person.
3.1.7 Transfer of Televisa Interests . Nothing in this Agreement or the other Transaction Agreements shall be deemed to prohibit, restrict, condition, or otherwise impact (a) any sale of the capital stock, equity interests of other securities of Grupo Televisa, S.A.B. or any subsidiary or any parent entity thereof so long as the Shares of the Company do not constitute a majority of the value of such Person, (b) any spin-off, split-off or other similar transactions of Grupo Televisa S.A.B. or any subsidiary or parent entity thereof while shares of such Person are traded on a national exchange in Mexico or the United States of America or any other internationally recognized stock exchange, or (c) any sale of all or substantially all of the assets of Grupo Televisa, S.A.B. or any subsidiary or parent entity thereof so long as the Shares of the Company do not constitute a majority of the value of the assets being sold; it being understood that any Person holding Shares in any transaction contemplated by clause (b)  or (c)  shall agree to assume Televisa’s obligations hereunder to the same extent as Televisa was bound and shall be deemed to be “Televisa” for all purposes under the Transaction Agreements.
3.2 Certain Transferees to Become Parties . Any transferee receiving Shares in a Transfer pursuant to Section 3.1.1 , 3.1.4(a) , (b) , (c)  or (e) , 3.1.5 or 3.1.6(d) shall become a Stockholder party to this Agreement and be subject to the terms and conditions of, and be entitled to enforce, this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement to the extent such Stockholder is a party thereto, to the same extent, and in the same capacity, as the Stockholder that Transfers such Shares to such transferee; provided , that (a) only a Permitted Transferee of a Principal Investor or a Purchaser of Control to whom all of the rights and obligations of the Principal Investors have been transferred in accordance with Section 3.8 will be deemed to be a “Principal Investor” for purposes of this Agreement, (b)(i) only a Permitted Transferee of Televisa will be deemed to be “Televisa” for purposes of this Agreement and (ii) only a Permitted Transferee of Televisa or a New Televisa Investor will be deemed to be a “Televisa Investor” for purposes of this Agreement, (c) only a Permitted Transferee of a Bank Investor will be deemed to be a “Bank Investor” for purposes of this Agreement, (d) only a Permitted Transferee of an Other Investor or a Person that ceases to be a New Televisa Investor will be deemed to be an “Other Investor” for purposes of this Agreement and (e) only a Permitted Transferee of a Manager will be deemed to be a “Manager” for purposes of this Agreement. Prior to the Transfer of any Shares to any transferee pursuant to Section 3.1.1 , 3.1.4(a) , (b) , (c)  or (e)  or 3.1.5 , and as a condition thereto, each Stockholder effecting such Transfer (or in the
 
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case of a Transfer being effectuated pursuant to Section 4.1 , the Prospective Selling Stockholder) shall (x) cause such transferee to deliver to the Company and each of the PITV Investor Groups (other than the PITV Investor Group of which the transferor is a member, if applicable) its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement to the extent such Stockholder is a party thereto, to the extent described in the preceding sentence, and, (y) if such Transfer is to a Permitted Transferee, remain directly liable for the performance by such Permitted Transferee of all obligations of such transferee under this Agreement.
3.3 Restrictions on Transfers to Competitors, Restricted Persons and Foreign Persons . In addition to any other provision of this Agreement, but subject to Section 3.3.4 :
3.3.1 Transfers to Competitors . No Stockholder shall Transfer any Shares pursuant to Sections 3.1.1 , 3.1.4 or 3.1.5 to a Competitor (for the avoidance of doubt, which term shall not include Televisa) without the prior written approval of the Board as set forth below. If any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1 , 3.1.4 or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as (i) the Tag Along Notice, if any, delivered pursuant to Section 4.1 , (ii) the Sale Notice, if any, delivered pursuant to Section 4.6 , (iii) the Sponsor Sale Notice, if any, delivered pursuant to Section 4.7 or (iv) the Merger Exit Notice, if any, delivered pursuant to Section 4.8 ; provided , that in the case of clauses (i) - (iv)  such notice includes all of the information required by the next sentence) to the Company and each PITV Investor Group at least ten (10) Business Days prior to such proposed Transfer. Such notice shall set forth the material terms of the proposed Transfer, including (a) the number and class of the Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer (if known). If the Prospective Buyer (or an Affiliate thereof) has previously been determined by the Board to be a Competitor and such determination has not been reversed by written notice to all Stockholders, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Board to be a Competitor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven (7) Business Days after the date of delivery of the notice required by the second sentence of this Section 3.3.1 , the Board delivers written notice to the Prospective Selling Stockholder that such Prospective Buyer has been designated a Competitor. If, within such time period, a notice designating such Prospective Buyer a Competitor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. In the event any proposed Transfer to a Competitor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such Prospective Buyer by any Tag Along Sellers.
 
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3.3.2 Transfers to Restricted Persons . A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, and the Company shall not, and shall require the Company’s parent (if any) and subsidiary entities not to, directly or indirectly Transfer or issue any Shares or other securities or all or substantially all of the assets of the Company or the Company’s parent (if any) or subsidiaries to a Restricted Person, including pursuant to Section 3.1.1 , 3.1.4 or 3.1.5 , without the prior written approval of the Majority Televisa Investors. This Section 3.3.2 shall not apply with respect to any Transfer made subsequent to a Televisa Sell-Down. For purposes of determining whether any Person constitutes a Restricted Person, such determination shall be made as of immediately prior to the date that the transferring Stockholder (other than a Televisa Investor) or its relevant Transferees, or the Company, its subsidiaries, or its parent entities, as applicable, expects to enter into a definitive agreement pursuant to which such Stockholder or its relevant Transferees or the Company, its subsidiaries, or its parent entities, as the case may be, agrees to Transfer or issue Shares or other securities or assets to such Person. The Stockholders (other than the Televisa Investors) and the Company, its subsidiaries, and its parent entities will use good faith efforts not to structure arrangements or agreements in a manner to circumvent the provisions of this Section 3.3.2 , the definition of “Restricted Person”, or the defined terms used herein or therein.
3.3.3 Transfers to Non-US Persons . A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, Transfer Shares to any Person which is known or reasonably should be known by such Stockholder or its Permitted Transferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as a result of such Transfer and taking into account the actions that the Company commits to take pursuant to Section 5 of the Charter, the percentage ownership of equity interests of the Company owned directly or indirectly by non-U.S. Persons (other than the Televisa Investors) for purposes of the Federal Communications Laws would exceed the Non-Televisa FO Equity Cap then in effect (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a Non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided , that this Section 3.3.3 shall not apply with respect to any Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisa owning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis). The Company agrees that it will not, except in an offering that is a Public Offering, issue any capital stock or Convertible Securities to, or merge with or into or otherwise combine with, any Person that is known or reasonably should be known by the Company to be a Non-U.S. Person whose ownership of such issued capital stock or capital stock underlying such Convertible Securities would result in the Non-Televisa FO Equity Cap then in effect being exceeded (without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account));
 
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provided , that the Company may comply with any obligation with respect to the exercise of Convertible Securities by any such Person so long as the Company did not originally issue such Convertible Securities to such Person or any other such Non-U.S. Person.
3.3.4 Notwithstanding anything in this Agreement to the contrary, the restrictions in Section 3.3.1 , Section 3.3.2 (other than the last sentence thereof) and Section 3.3.3 shall not apply to any Transfers (a) to any Principal Investor or any Affiliated Fund of any Principal Investor (for the sake of clarity, excluding portfolio companies); (b) to Televisa or any of its Affiliates; (c) pursuant to Rule 144 effected as “brokers’ transactions” (as defined in Rule 144) ( provided , that Section 3.3.1 , Section 3.3.2 (other than the last sentence thereof) and Section 3.3.3 shall not apply to any Transfer by Bank Investors pursuant to Rule 144, whether or not effected as “brokers’ transactions”), (d) with respect a Transfer to Competitors only, to any Purchaser of Control in connection with a Compliant Change of Control Transaction, or (e) pursuant to any Public Offering or pursuant to Rule 144 directly to a “market maker” (as defined in Rule 144) or pursuant to a genuine block sale to a financial institution in the ordinary course of its trading business, in each case under this Section 3.3.4 , provided that the Prospective Selling Stockholder and the Company do not direct, request or encourage such underwriters, market makers or block sale purchasers to resell such shares to any Person who is a Restricted Person or Competitor (for the avoidance of doubt, nothing in this Section 3.3.4 shall restrict the Transfer of Shares to a nationally recognized underwriter, in its capacity as an underwriter of a public underwritten offering where such underwriter agrees to undertake in good faith to sell such Shares within two (2) Business Days after its acquisition thereof ( provided that Section 3.3.1 , Section 3.3.2 (other than the last sentence thereof) and Section 3.3.3 shall not apply to any Transfer by Bank Investors pursuant to the Initial Public Offering or, following the Initial Public Offering, pursuant to Rule 144, whether or not made directly to “market makers”).
3.4 Impermissible Transfer . Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer. The Company agrees that it will not knowingly or intentionally support, facilitate or cooperate (including by providing due diligence information, making members of management available for meetings or discussions and giving representations, warranties and/or indemnities) with respect to any Transfers by any holder of securities of the Company party to this Agreement or any of its parent entities or subsidiaries which would violate the terms of this Agreement, including restrictions on Transfers to Restricted Persons, Competitors or non-U.S. Persons for purposes of the Federal Communications Laws and Transfers that do not comply with the Change of Control process in Sections 4.7 and 4.8 , as applicable. For the avoidance of doubt, any Sponsor Sale or Merger Exit shall be subject to the terms of Section 3.3.2 and 3.3.3 .
3.5 Notice of Transfer . To the extent any Stockholder or Permitted Transferee shall Transfer any Shares pursuant to Section 3.1.1 or 3.1.5 , such Stockholder or Permitted Transferee shall, within five (5) Business Days following consummation of such Transfer, deliver notice thereof to the Company and each PITV Investor Group; provided , however , that such notice shall be provided to only the Company if prior notice of such transaction was previously provided to each PITV Investor Group in accordance with Section 3.2 or 3.3 .
 
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3.6 Other Restrictions on Transfer . The restrictions on Transfer contained in this Agreement are in addition to any other restrictions on Transfer to which a Stockholder may be subject, including any restrictions imposed by applicable Law or restrictions on transfer contained in the Charter or any restricted stock agreement, stock option agreement, stock subscription agreement or other agreement to which such Stockholder is a party or by which it is bound.
3.7 Period . Unless specifically provided otherwise (including, for the avoidance of doubt, Section 3.1. 6), each of the foregoing provisions of Sections 3.1 , 3.2 , and 3.3.1 shall expire upon a Principal Investor Two-Thirds Sell-Down. For the avoidance of doubt, the provisions of Section 3.3.2 and 3.3.3 shall survive any Public Offering and, in accordance with its terms, any Change of Control.
3.8 Transfer by Principal Investors and Principal Investor Groups . Subject to any applicable provisions of the Charter, the certificate of incorporation or similar organizational documents of subsidiaries of the Company, the Principal Investor Agreement and Sections 4.7 , 4.8 and 4.9 hereof, each PITV Investor agrees and acknowledges hereby that each Principal Investor’s and each Principal Investor Group’s individual and collective rights in their capacity as such under any and all of the applicable Transaction Agreements (other than the Investment Agreement) (including such rights pursuant to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 of the Principal Investors Agreement, but excluding the rights retained by any such transferor as an “Other Holder” under this Agreement (including under Section 4.1 ) and as an “Other Investor” under the Participation, Registration Rights and Coordination Agreement, in each case, by virtue of any Shares retained by such transferor), (i) shall be fully transferred by such Principal Investors and Principal Investor Groups to such Purchaser of Control in connection with a Compliant Change of Control Transaction with the result that the Purchaser of Control will become and have all the rights of the Principal Investors and Principal Investor Groups, and the rights so transferred shall not be retained by or shared with the transferors, provided that such Purchaser of Control agrees to assume all of the Principal Investors’ and Principal Investor Groups’ obligations hereunder and under any and all applicable Transaction Agreements (but excluding the obligations that continue to be imposed on any such transferor as an Other Holder under this Agreement and/or as an Other Investor under the Participation, Registration Rights and Coordination Agreement by virtue of any Shares retained by such transferor), in each case, to the same extent as the transferor was bound, and the transferor remains bound as an Other Holder under this Agreement and as an Other Investor under the Participation, Registration Rights and Coordination Agreement to the extent it owns any Shares following such Compliant Change of Control Transaction, (ii) such transfer of rights to and assumption of obligations by the Purchaser of Control shall not in itself require any Televisa Investor’s approval hereunder or under any of the other Transaction Agreements or any other agreement (without prejudice to any approvals expressly required for or in connection with, or other rights expressly provided with respect to, the Compliant Change of Control Transaction, the Change of Control Procedures and other applicable provisions of the Transaction Agreements), and (iii) any Purchaser of Control can thereafter transfer all such rights (other than rights that it elects to terminate) and all such obligations to any subsequent Purchaser of Control in connection with a Compliant Change of Control Transaction; provided that none of the rights so transferred shall be retained by or shared with the transferring Purchaser of Control and such subsequent Purchaser of Control shall assume all of the
 
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Principal Investor Groups’ obligations under any and all of the applicable Transaction Agreements (but excluding the obligations that continue to be imposed on any transferor as an Other Holder under this Agreement and as an Other Investor under the Participation, Registration Rights and Coordination Agreement by virtue of any Shares retained by such transferor), in each case, to the same extent as the transferor Purchaser of Control was bound, and the transferor Purchaser of Control remains bound as an Other Holder under this Agreement and as an Other Investor under the Participation, Registration Rights and Coordination Agreement to the extent that it owns any Shares following such Compliant Change of Control Transaction. Notwithstanding any other provision in the Transaction Agreements to the contrary, (x) the rights afforded to Principal Investors and Principal Investor Groups in their capacity as such under this Agreement shall not terminate due to the Transfer of Shares held by Principal Investors to a Purchaser of Control and the resulting reduction in the percentage ownership of the Shares held by any Principal Investor shall not constitute a Principal Investor Two-Thirds Sell-Down for purposes of this Agreement, so long as all such rights are fully transferred to such Purchaser of Control (and not retained by or shared with the transferors) and the obligations of the Principal Investors in their capacity as such under the Transaction Agreements (other than the Investment Agreement and the Service Agreements) are fully assumed by such Purchaser of Control to the same extent as the transferors were bound, and (y) none of the rights or obligations of any of the Principal Investors under the Service Agreements may be assigned or transferred to, or assumed by, a Purchaser of Control (except for any rights or obligations assigned or transferred by a Principal Investor to, and assumed by, a Purchaser of Control who is its Affiliate).
3.9 Restrictions on Stock Ownership and Transfer .
3.9.1 Subject to the automatic suspension or elimination of voting rights in Section 4.4 of the Charter and without limiting the Company’s rights in Article V of the Charter, the Company may restrict or deprive the ownership, or proposed ownership, of Company Securities of the Company by any Restricted Public Stockholder or other Person (other than any Televisa Investor or any Principal Investor and their Permitted Transferees or a Purchaser of Control, with respect to any Company Securities owned or proposed to be owned by such Persons from time to time) and the rights of such Company Securities if such ownership or proposed ownership or rights (a) is or could be inconsistent with, or in violation of, any provision of the Federal Communications Laws, (b) limits or impairs or could limit or impair any business activities or proposed business activities of the Company under the Federal Communications Laws or (c) subjects or could subject the Company to any law, regulation or policy under the Federal Communications Laws to which the Company would not be subject but for such ownership or proposed ownership ( clauses (a) , (b)  and (c)  collectively, “ FCC Regulatory Limitations ”); in each case so long as such restriction (excluding the automatic suspension or elimination of voting rights in Section 4.4 of the Charter) is approved by both Televisa and the Majority Principal Investors (or, following both a Sponsor Sell-Down and receipt of TOC Approval, both Televisa and the Board). Notwithstanding anything to the contrary herein, in no event may the Company take any action (x) in order to comply with or the Federal Communications Laws that Discriminates against Televisa or the Televisa Investors, (y) that restricts or deprives any Televisa Investor of the ownership, or proposed ownership, of any securities of the Company, or (z) that
 
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adversely affects the governance rights, rights to Board seats, approval rights, participation rights, tag-along rights, exemption from drag-along obligations, right of first offer, or other rights or obligations of the Televisa Investors set forth in this Agreement and the other Transaction Agreements or the rights of any Televisa Investor with respect to a FCC Permitted Increase in Ownership. For purposes of this Section 3.9 :
(a) “ Company Securities ” shall mean both (i) as to any Person that is a corporation, the authorized shares of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting capital stock, and, as to any Person that is not a Company or an individual, the ownership, membership, partnership, limited liability company or other interests, as the case may be, in such Person, including the right to share in profits and losses, the right to receive distributions of cash and property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise control over such Person; and (ii) securities and obligations that, directly or indirectly, whether or not upon the satisfaction of one or more conditions, are convertible into or exercisable or exchangeable for “Company Securities” as described in clause (i)  of this definition.
(b) “ Restricted Public Stockholders ” shall mean each stockholder of the Company (other than the Televisa Investors and the Principal Investors and their Permitted Transferees and a Purchaser of Control) (i) that has acquired Company Securities or following the Initial Public Offering, and (ii) whose ownership or proposed ownership thereof, or whose exercise of any rights of ownership with respect thereto, results or could result in an FCC Regulatory Limitation.
4. “TAG ALONG” AND “DRAG ALONG” RIGHTS, POST-IPO TELEVISA PURCHASE RIGHT AND RIGHT OF FIRST OFFER .
4.1 Tag Along . Subject to prior compliance with Section 4.6 , if any Prospective Selling Stockholder proposes to Sell any Shares of a single class or of multiple classes to any Prospective Buyer(s) (including a Sale to Televisa pursuant to Section 4.5 or a First Offer Purchaser pursuant to Section 4.6 ) in a Transfer that is subject to Section 3.1.5 (including a Sponsor Sale, if it is subject to Section 3.1.5 ) prior to the Principal Investor Two-Thirds Sell-Down, then the following provisions shall apply:
4.1.1 Notice . The Prospective Selling Stockholder shall, prior to any such proposed Transfer, furnish a written notice (the “ Tag Along Notice ”) to the Company, which shall promptly furnish the Tag Along Notice to each Investor (other than (i) any Investor that is the Prospective Buyer or a member of the Prospective Buyer’s PITV Investor Group, if applicable, or a member of the Prospective Selling Stockholder’s PITV Investor Group, if applicable, (ii) in connection with any Sponsor Sale with respect to which the Televisa Investors will receive a Sponsor Sale Notice pursuant to Section 4.7.1 ,
 
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the Televisa Investors and (iii) in connection with any proposed Transfer to Televisa pursuant to Section 4. 5, Televisa) and each Manager who holds Tag Eligible Shares (each, a “ Tag Along Holder ”). The Tag Along Notice shall include:
(a) the material terms and conditions of the proposed Sale, including (i) the number and class of the Shares to be purchased from the Prospective Selling Stockholder, (ii) the fraction(s) expressed as a percentage, determined by dividing the number of Shares of each class to be purchased from the Prospective Selling Stockholder by the total number of Tag Eligible Shares of each such class held by the Prospective Selling Stockholder (for each class, the “ Tag Along Sale Percentage ”) (it being understood that the Company shall reasonably cooperate with the Prospective Selling Stockholder in respect of the determination of each applicable Tag Along Sale Percentage), (iii) the per share purchase price or the formula by which such price is to be determined and the payment terms, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iv) the name and address of each Prospective Buyer and (v) if known, the proposed Transfer date; and
(b) an invitation to each Tag Along Holder to make an offer to include in the proposed Sale to the applicable Prospective Buyer(s) Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder held by such Tag Along Holder (not in any event to exceed the Tag Along Sale Percentage of the total number of Tag Eligible Shares of the applicable class held by such Tag Along Holder), on the same terms and conditions (subject to Section 4.4.4 in the case of Convertible Securities and subject to Section 4.4.1 under all circumstances), with respect to each Share Sold, as the Prospective Selling Stockholder shall Sell each of its Shares. For purposes of this Section 4.1 , all shares of Common Stock will be treated as a single class and, subject to Section 4.4.4 , all Convertible Securities will be treated as the same class as Common Stock on an as-exercised or as-converted basis but subject to the Prospective Buyer(s)’s election to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4 .
4.1.2 Exercise . (a) Within seven (7) Business Days (or ten (10) Business Days, if the proposed Transfer is not also the subject of a currently effective Sale Notice under Section 4.6 ) after the date of delivery of the Tag Along Notice by the Company to each applicable Investor or Manager or (b) with respect to the Televisa Investors in the case of a Sponsor Sale with respect to which the Televisa Investors will receive a Sponsor Sale Notice pursuant to Section 4.7.1 , at any time on or before the Sponsor Sale Election Deadline, each Tag Along Holder desiring to make an offer to include Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder in the proposed Sale (each a “ Participating Seller ” and, together with the Prospective Selling Stockholder, collectively, the “ Tag Along Sellers ”) shall furnish a written notice (the “ Tag Along Offer ”) to the Prospective Selling Stockholder indicating the number of Tag Eligible Shares of the same class(es) being sold by the Prospective Selling Stockholder which such Participating Seller desires to have included in the proposed Sale (not in any event to exceed the Tag Along Sale Percentage of the total number of Tag
 
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Eligible Shares of the applicable class held by such Tag Along Holder). If the proposed Sale involves Shares of multiple classes, each Participating Seller must include Tag Eligible Shares of each class in the same proportions as are being sold by the Prospective Selling Stockholder. Each Tag Along Holder who does not make a Tag Along Offer in compliance with the above requirements, including the time period, shall have waived and be deemed to have waived all of such holder’s rights with respect to such Sale, and the Tag Along Sellers shall thereafter be free to Sell to the Prospective Buyer, at a per share price no greater than the per share price set forth in the Tag Along Notice and on other material terms and conditions which are not materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, without any further obligation to such non-accepting Tag Along Holder pursuant to this Section 4.1 .
4.1.3 Irrevocable Offer .
(a) The offer of each Participating Seller contained in such holder’s Tag Along Offer or Sponsor Sale Tag Along Election, as applicable, shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, consistent with Section 4.4.2 , with respect to each Share Sold (subject to Section 4.4.4 in the case of Convertible Securities), as the Prospective Selling Stockholder, up to such number of Tag Eligible Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer or Sponsor Sale Tag Along Election, as applicable; provided , that Section 4.7.6 below, and not this clause (a) , shall apply to the Televisa Investors in a Sponsor Sale with respect to which the Televisa Investors will receive a Sponsor Sale Notice pursuant to Section 4.7.1 with respect to which Section 4.7 applies.
(b) Notwithstanding the foregoing, if, prior to consummation, the terms of such proposed Sale shall change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other material terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice (including, for the avoidance of doubt, a material portion of the cash consideration being modified to non-cash consideration), the acceptance by each Participating Seller shall be deemed to be revoked, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such Sale pursuant to this Section 4.1 ; provided , that in such case of a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be four (4) Business Days; and provided , further, that Section 4.7.6 below, and not this clause (b) , shall apply to the Televisa Investors in a Sponsor Sale with respect to which the Televisa Investors will receive a Sponsor Sale Notice pursuant to Section 4.7.1 with respect to which Section 4.7 applies.
4.1.4 Reduction of Shares Sold . The Prospective Selling Stockholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Tag Eligible Shares which each of the Tag Along Sellers requested to have included in the Sale (as
 
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evidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer). In the event the Prospective Selling Stockholder shall be unable to obtain the inclusion of such entire number of Tag Eligible Shares in the proposed Sale, the number of Tag Eligible Shares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers, as nearly as practicable, as follows:
(a) there shall be first allocated to each Tag Along Seller a number of Tag Eligible Shares equal to the lesser of (i) the number of Tag Eligible Shares offered (or proposed, in the case of the Prospective Selling Stockholder) to be included by such Tag Along Seller in the proposed Sale pursuant to this Section 4.1 and (ii) a number of Tag Eligible Shares equal to such Tag Along Seller’s Pro Rata Portion; and
(b) the balance, if any, not allocated pursuant to clause (a)  above shall be allocated to those Tag Along Sellers which offered to sell a number of Tag Eligible Shares of the applicable class in excess of such Tag Along Seller’s Pro Rata Portion to each such Tag Along Seller on a pro rata basis, based upon the amount of such excess, or in such other manner as the Tag Along Sellers may otherwise agree.
In the event that the number of Shares that each Participating Seller will be permitted to sell in a particular Sale is reduced in accordance with clauses (a)  and (b)  above, the Prospective Selling Stockholder shall be responsible for determining the total number of Shares to be sold by each Participating Seller in the proposed Sale in accordance with this Section 4.1.4 , and shall provide notice to each Participating Seller of the number of Shares that such Participating Seller will be selling in such Sale no later than three (3) Business Days prior to the consummation of such Sale.
4.1.5 Additional Compliance .
(a) If prior to consummation, the terms of the proposed Sale shall change with the result that the per share price to be paid in such proposed Sale shall be greater than the per share price set forth in the Tag Along Notice or the other material terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1 ; provided , however , that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be four (4) Business Days; and provided , further , that Section 4.7.6 below, and not this clause (a) , shall apply to the Televisa Investors in a Sponsor Sale with respect to which Section 4.7 applies.
(b) In addition, if the Prospective Selling Stockholders have not completed the proposed Sale by the end of the 120 th day after the date of delivery
 
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of, (i) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.6 , such Sale Notice and (ii) otherwise, the Tag Along Notice and/or Sponsor Sale Notice, as applicable, then each Participating Seller shall be released from its obligations under its Tag Along Offer and/or Sponsor Sale Tag Along Election, as applicable, such Tag Along Notice or Sponsor Sale Tag Along Election, as applicable, shall be null and void, and it shall be necessary for a separate Tag Along Notice and/or Sponsor Sale Notice, as applicable, to be furnished, and the terms and provisions of this Section 4.1 and/or Section 4.7 , as applicable, separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1 and/or Section 4.7 , as applicable, unless the failure to complete such proposed Sale resulted directly from either (x) any failure by any Participating Seller to comply with the terms of this Section 4 or (y) any failure by the FCC to consent to such transfer; provided , that such consent is received within two hundred seventy (270) days of such 120th day.
4.1.6 Assignment . Televisa shall be permitted to assign its rights under this Section 4.1 in whole or in part to any transferee of Shares permitted under the Transaction Agreements, including any FCC-Approved Trust or any other Person. From and after such assignment, Televisa and all such transferees shall be deemed to be “Televisa” and a “Televisa Investor” for purposes of this Section 4.1 .
4.1.7 Section 16 . If a Televisa Investor is a Tag Along Seller, the Prospective Selling Stockholders and the Company shall structure any Tag Along Sale with respect to the Televisa Investors so as not to result in liability of any Televisa Investor with respect to any Shares acquired prior to the delivery of the Tag Along Notice under Section 16(b) of the Exchange Act and the related Exchange Act Rules, if applicable; provided that this obligation shall not require the Prospective Selling Stockholders or the Company to materially delay the consummation of, or to take any action that adversely impacts the value to be obtained in, the Tag Along Sale (other than, if Televisa consents, with respect to the applicable Televisa Investor(s)).
4.1.8 For the avoidance of doubt, the Stockholders’ rights and obligations under this Section 4.1 shall continue after a Change of Control except as otherwise provided herein and in accordance with the Transaction Documents.
4.2 Change of Control Drag Along . Each Stockholder agrees, if requested in writing by the Majority Principal Investors at any time, and from time to time, prior to the Principal Investor Two-Thirds Sell-Down, to Sell a percentage of one or more classes of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the Prospective Selling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders (which may be of a single class or of multiple classes to a Prospective Buyer) which would result in a Change of Control (as adjusted pursuant to Section 4.2.2 below, the “ Drag Along Sale Percentage ”), in the manner and on the terms set forth in this Section 4.2 (any such sale, a “ Drag Along Sale ”); provided , however , that this Section 4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is a member of a Principal Investor Group, and (b) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority; provided , further , that no Televisa Investor shall be
 
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deemed to be a Stockholder for the purposes of this Section 4.2 (other than the notice provisions) and shall not be subject to the terms hereof unless a Televisa Sell-Down has occurred, and in the event that any Televisa Investor is deemed to be a Stockholder for purposes of this Section 4.2 , the terms of this Section 4.2 shall not restrict any Transfers of Shares owned by any Televisa Investor which are otherwise in compliance with this Agreement (including that the transferee, if not a Televisa Investor, be bound by this Section 4.2 and the other terms of this Agreement to the extent required under the terms of this Agreement); and provided further , that, for the avoidance of doubt, a Televisa Investor’s exemption from the Stockholders’ obligations under this Section 4.2 shall not be transferable to any transferee of Shares held by such Televisa Investor other than a Permitted Transferee of Televisa or another Televisa Investor (but only for so long as they continue to be a Televisa Investor). For purposes of this Section 4.2 , all shares of Common Stock will be treated as a single class and each share of Common Stock will be Sold at the same price and for the same form of consideration. Subject to Section 4.4.4 and the provisions of the Convertible Securities providing for the conversion, exercise or exchange thereof, all Convertible Securities will be treated as the same class as Common Stock on an as-exercised or as-converted basis (without prejudice to the rights of such Stockholder with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder, including any premiums payable pursuant to Section 4.4.4 ) but subject to the Prospective Buyer(s)’s election to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4 . All Shares to be sold pursuant to Section 4.2 shall be included in determining whether or not a proposed transaction constitutes a Change of Control.
4.2.1 Exercise in a Change of Control Transaction . The Prospective Selling Stockholders shall furnish a written notice (the “ Drag Along Sale Notice ”) to the Company at least ten (10) Business Days prior to the consummation of the Change of Control transaction, and the Company shall promptly furnish such Drag Along Sale Notice to each Stockholder other than the Prospective Selling Stockholder. The Drag Along Sale Notice shall set forth the material terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed Sale date or a good faith estimate thereof. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Sale Notice, each other Stockholder (each, a “ Participating Seller ,” and, together with the Prospective Selling Stockholders, collectively, the “ Drag Along Sellers ”) shall: (x) be bound and obligated to Sell the Drag Along Sale Percentage of such Stockholder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.4 in the case of Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying Shares in accordance with Section 4.4.4 ) as the Prospective Selling Stockholders shall Sell (subject to Section 4.4.4 in the case of Convertible Securities, and subject to Section 4.4.1 under all circumstances in connection with a Change of Control transaction); and (y) except as provided in Section 4.4.1 or 4.4.4 , shall receive the same form and amount of consideration per Share to be received
 
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by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable), provided that in no event will contractual rights with respect to the election of directors received by any Prospective Selling Stockholder be deemed to be the receipt of additional forms or amounts of consideration per Share. Except as provided in Section 4.4.1 , if any Stockholders holding Shares are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to the Televisa Investors in accordance with Section 4.7.4 or 4.8.3 or to any or all holders of Management Shares), all Stockholders holding Shares will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the two hundred seventieth (270th) day after the date of delivery of the Drag Along Sale Notice, the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2 , unless the failure to complete such proposed Sale resulted directly from the failure by the FCC to consent to such transfer; provided , that such consent is received within two hundred seventy (270) days of such two hundred seventieth (270th) day. The right of a holder of Unvested Shares to receive consideration for such Unvested Shares pursuant to this Section 4.2 shall be subject to the vesting and other terms of such Unvested Shares.
4.2.2 Adjustment of Drag Along Percentage . Notwithstanding the foregoing, Shares held by BMPS2 and BMPS4 shall be excluded from a Drag Along Sale and, if agreed by the Majority Principal Investors, the following Shares may be excluded from a Drag Along Sale: (i) Shares held by the management of the Company and its subsidiaries, and/or (ii) Shares held by BMPS1 and BMPS3; provided , that upon such exclusion, the Drag Along Sale Percentage of each Stockholder shall be increased to reflect such Shares that the management, BMPS1, BMPS2, BMPS3 or BMPS4 are not required to Sell.
4.2.3 Waiver of Appraisal Rights . Each Drag Along Seller agrees not to demand or exercise appraisal rights under Section 262 of the DGCL with respect to a transaction subject to this Section 4.2 as to which such appraisal rights are available.
4.2.4 Section 16 . If a Televisa Investor is deemed to be a Stockholder subject to the provisions of this Section 4.2 in accordance with the terms hereof, the Prospective Selling Stockholders and the Company shall structure any Drag Along Sale with respect to the Televisa Investors so as not to result in liability of any Televisa Investor with respect to any Shares acquired prior to the delivery of the Drag Along Sale Notice under Section 16(b) of the Exchange Act and the related Exchange Act Rules, if applicable; provided that this obligation shall not require the Prospective Selling Stockholders or the Company to materially delay the consummation of, or to take any action that adversely impacts the value to be obtained in, the Drag Along Sale (other than, if Televisa consents, with respect to the applicable Televisa Investor(s)).
4.2.5 Miscellaneous Provisions . The provisions of Section 4.4 shall apply to any Sale under this Section 4.2 to the extent, and on the terms, provided therein.
 
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4.3 Recapitalization Transaction Drag Along . Each Stockholder hereby agrees, if requested by the Majority PITV Investors at any time, and from time to time, prior to the Principal Investor Two-Thirds Sell-Down, to exchange, convert or Transfer a percentage of one or more classes of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the applicable PITV Investors which are proposed to be exchanged, converted or Transferred by the applicable PITV Investors in a Recapitalization Transaction (as adjusted pursuant to Section 4.3.6 below, the “ Drag Along Recapitalization Percentage ”), in the manner and on the terms set forth in this Section 4.3 (any such sale, a “ Drag Along Recapitalization Sale ”); provided , however , that no Televisa Investor shall be deemed to be a Stockholder for any purposes under this Section 4.3 (other than the notice provisions) and shall not be subject to the terms hereof at any time. For purposes of this Section 4.3 , the shares of Common Stock will be treated as a single class and, subject to Section 4.4.4 , all Convertible Securities will be treated as the same class of Common Stock on an as-exercised or as-converted basis.
4.3.1 Exercise in a Recapitalization Transaction . The Company (solely at the direction of the Majority PITV Investors) shall furnish a written notice (the “ Drag Along Recapitalization Notice ”) to each Stockholder at least ten (10) Business Days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the material terms and conditions of the proposed Recapitalization Transaction, including (a) the number and class of Shares to be exchanged, converted or Transferred in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities or other forms of consideration (including cash) to be received upon exchange, conversion or Transfer of Shares of each class of Shares being exchanged, converted or Transferred. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) be bound and obligated to exchange, convert or Transfer the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class included in the proposed Recapitalization Transaction on the same terms and conditions, with respect to each Share being exchanged, converted or Transferred (subject to Section 4.3.4 in the case of Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2 , receive the same securities or other consideration per Share exchanged, converted or Transferred ( provided , that holders of Shares with voting rights will receive voting securities, and holders of non-voting Shares will receive non-voting securities). If at the end of the two hundred seventieth (270th) day after the date of delivery of the Drag Along Recapitalization Notice, the Recapitalization Transaction has not been completed, the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 separately complied with in order to consummate such proposed Recapitalization Transaction pursuant to this Section 4.3 , unless the failure to complete such proposed Recapitalization Transaction
 
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resulted directly from the failure by the FCC to consent to such transfer; provided , that such consent is received within two hundred seventy (270) days of such two hundred seventieth (270th) day. The right of a holder of Unvested Shares to receive securities upon exchange, conversion or Transfer of such Unvested Shares pursuant to this Section 4.3.1 shall be subject to the vesting and other terms of such Unvested Shares.
4.3.2 Certain Legal Requirements . In the event the receipt of securities to be received in exchange for, or upon conversion or Transfer of, Shares in a proposed Recapitalization Transaction pursuant to this Section 4.3 by a Stockholder would require under applicable Law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Recapitalization Transaction, or (b) the provision to any Stockholder of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Recapitalization Transaction by the Company, then, at the election of the Majority PITV Investors, such Stockholder shall not have the right to exchange, convert or Transfer Shares in such proposed Recapitalization Transaction. In such event, the Company shall have the obligation to cause to be paid to such Stockholder in lieu thereof, against surrender of the Shares (in accordance with Section 4.3.5 hereof) which would have otherwise been exchanged, converted or Transferred by such Stockholder in the Recapitalization Transaction, an amount in cash equal to the Fair Market Value of such Shares as of the effective date of the Recapitalization Transaction. Notwithstanding the foregoing, this Section 4.3.2 shall not apply to any PITV Investor, BMPS1, BMPS2, BMPS3, BMPS4 or any Bank Investor.
4.3.3 Further Assurances . Each Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate any Recapitalization Transaction and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments and furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise reasonably cooperating with the Company; provided , however , that Stockholders shall be obligated to become liable to the Company in respect of any representations, warranties, covenants, indemnities or otherwise solely to the extent provided in the immediately following sentence; provided , that no Stockholder shall be required in connection therewith or as a condition thereto to (i) qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless such Stockholder is already subject to service in such jurisdiction and except to the extent as may be required by the Securities Act, (ii) make joint representations or warranties, (iii) be liable as to any representations, warranties, covenants and other agreements in excess of the proceeds received by such Stockholder in connection with such Transfer, or (iv) make any representations or warranties in connection with the business or condition of the Company or any of its subsidiaries; provided , further , that in no event will a Stockholder be responsible for more than its pro rata share of any indemnification obligations). Without limiting the generality of the foregoing, each Stockholder agrees to execute and deliver such agreements as may be reasonably specified by the Company, including agreements to (a) make individual
 
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representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares, (b) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the other Stockholder(s) are liable for the comparable representations, warranties, covenants and agreements made by them or on their behalf; provided , that such liability shall not exceed the proceeds received by such Stockholder in connection with such Transfer; provided , further , that no Bank Investor or (if Televisa Investors elect in their sole discretion to be a Stockholder for purposes of this Section 4.3 ) Televisa Investor shall be required to enter into restrictive covenants that bind their Affiliates or, in the case of the Televisa Investors, themselves (other than with respect to such Affiliates of Bank Investors that are limited partners of the Bank Investors), and (c) other than with respect to Televisa Investors, at the request of the Majority PITV Investors, immediately prior to the consummation of the Recapitalization Transaction convert any voting Shares held by such Stockholder into non-voting Shares, and vice versa. Each Stockholder (other than the Bank Investors and the Televisa Investors) hereby constitutes and appoints each member of the Majority PITV Investors who requested such Recapitalization Transaction, or any of them, with full power of substitution, as such Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’s name, place and stead, to execute and deliver any and all agreements that the members of the Majority PITV Investors who requested such Recapitalization Transaction reasonably believe are consistent with this Section 4.3.3 , and such member of the Majority PITV Investors shall provide a copy of such agreements to such Stockholder within five (5) Business Days of execution; provided , however , that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder. In connection with any FCC approval required with regards to any Recapitalization Transaction, the Company shall file such FCC applications as it is required to file in order to obtain such FCC approval, and each Stockholder shall cooperate with the Company and promptly provide the Company with any and all information necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) to complete the filing of such applications. The Company shall use its reasonable best efforts to obtain such FCC approval, including (1) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (2) promptly taking all other actions reasonably requested by the Majority PITV Investors as necessary, desirable and/or appropriate to facilitate obtaining such FCC approval.
4.3.4 Treatment of Convertible Securities . If any Stockholder shall exchange, convert or Transfer Convertible Securities in any Recapitalization Transaction pursuant to this Section 4.3 in which such Stockholder participates, then such Stockholder shall receive in exchange for such Convertible Securities, options, warrants or convertible securities, as the case may be, with substantively identical and otherwise substantially similar terms (including with respect to the spread between the fair market value of the relevant security and the exercise price to purchase such security) as the
 
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Convertible Securities being exchanged, converted or Transferred, and which are exercisable for or convertible into securities of the same nature as those being issued to the Stockholders in the Recapitalization Transaction in exchange for the Shares for or into which the Convertible Securities being exchanged were initially exercisable or convertible.
4.3.5 Closing . The closing of a Recapitalization Transaction to which this Section 4.3 applies shall take place (a) on the proposed exchange, conversion or Transfer date, if any, specified in the Drag Along Recapitalization Notice ( provided , that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions) or (b) if no proposed Transfer date was specified in the Drag Along Recapitalization Notice, at such time as the Company shall specify by reasonable notice to each Stockholder. At the closing of such Recapitalization Transaction, each Stockholder shall deliver the certificates evidencing the Shares to be exchanged, converted or Transferred by such Stockholder, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration and any comparable transfer materials for any Convertible Securities to be exchanged, converted or Transferred.
4.3.6 Adjustment of Drag Along Recapitalization Percentage . Notwithstanding the foregoing, Shares held by BMPS2 shall be excluded from a Drag Along Sale and Drag Along Recapitalization Sale and, if agreed by the Majority PITV Investors, the following Shares may be excluded from a Drag Along Recapitalization Sale: (i) Shares held by the management of the Company and its subsidiaries, and/or (ii) Shares held by BMPS1 and BMPS3; provided , that this Section 4.3.6 shall not derogate from any Investor’s rights pursuant to Section 4.1 ; provided , further , that upon such exclusion, the Drag Along Recapitalization Percentage of each Stockholder shall be increased to reflect such Shares that the management, BMPS1, BMPS2, BMPS3 or BMPS4 are not required to Sell.
4.4 Miscellaneous Sale Provisions . The following provisions shall be applied to any proposed Sale to which Sections 4.1 , 4.2 , 4.5 or 4.6 apply , except that Sections 4.4.2 and 4.4.4 shall also apply to any Merger Exit, Sponsor Sale or other Sale pursuant to Section 4 :
4.4.1 Certain Legal Requirements . In the event the consideration to be paid in exchange for Shares in a proposed Sale pursuant to Section 4.1 or Section 4.2 includes any securities, and the receipt thereof by a Participating Seller would require under applicable Law (a) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required for the Sale by the Prospective Selling Stockholder(s) or (b) the provision to any Tag Along Seller or Drag Along Seller of any specified information regarding the Company or any of its subsidiaries, such securities or the issuer thereof that is not otherwise required to be provided for the Sale by the Prospective Selling Stockholder(s), then such Participating Seller shall not have the right to Sell Shares in such proposed Sale. In such event, the Prospective Selling
 
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Stockholder(s) shall, (x) in the case of a Sale pursuant to Section 4.1 , have the right, but not the obligation, and, (y) in the case of a Sale pursuant to Section 4.2 , have the obligation, to cause to be paid to such Participating Seller in lieu thereof, against surrender of the Shares (in accordance with Section 4.4.5 hereof) which would have otherwise been Sold by such Participating Seller to the Prospective Buyer in the proposed Sale, an amount in cash equal to the Fair Market Value of such Shares as of the date such securities would have been issued in exchange for such Shares. Notwithstanding the foregoing, this Section 4.4.1 shall not apply to any PITV Investor, BMPS1, BMPS2, BMPS3 or BMPS4 or any Bank Investor.
4.4.2 Further Assurances . Each Participating Seller and First Offer Purchaser, Proposed Purchaser and, in the event that it exercises its Post-IPO Offering Purchase Right, Televisa (as a purchaser), shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order to expeditiously consummate each Sale pursuant to Section 4 and any related transactions, including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with governmental authorities, and otherwise reasonably cooperating with the Prospective Selling Stockholder(s) and the Prospective Buyer; provided , however , that Participating Sellers shall be obligated to become liable to the Prospective Buyer in respect of any representations, warranties, covenants, indemnities or otherwise solely to the extent provided in the immediately following sentence; provided , further , that in connection with a Sale pursuant to Section 4 , no Stockholder shall be required in connection therewith or as a condition thereto to (i) qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless such Stockholder is already subject to service in such jurisdiction and except to the extent as may be required by the Securities Act, (ii) make joint representations or warranties, (iii) be liable as to any representations, warranties, covenants and other agreements in excess of the proceeds received by such Stockholder in connection with such Transfer, or (iv) make any representations or warranties in connection with the business or condition of the Company or any of its subsidiaries; provided , further , that in no event will a Stockholder be responsible for more than its pro rata share of any indemnification obligations). Without limiting the generality of the foregoing, each Participating Seller agrees to execute and deliver such agreements as may be reasonably specified by the Prospective Selling Stockholder(s) to which such Prospective Selling Stockholder(s) will also be party, including agreements to (a) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Shares and the power, authority and legal right to Transfer such Shares and the absence of any Adverse Claim with respect to such Shares, (b) be liable as to such representations, warranties, covenants and other agreements, in each case to the same extent as the Prospective Selling Stockholder(s) are liable for the comparable representations, warranties, covenants and agreements made by them or on their behalf; provided , that in connection with a Sale pursuant to Section 4 , such liability shall not exceed the proceeds received by such Stockholder in connection with such Transfer; provided , further , that in connection with a Sale pursuant to Section 4 , no Bank Investor or Televisa Investor shall be required to enter into restrictive covenants that bind their Affiliates or, in the case of the Televisa
 
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Investors, themselves (other than with respect to such Affiliates of Bank Investors that are limited partners of the Bank Investors), and (c) other than with respect to Televisa Investors, at the request of the Majority PITV Investors, immediately prior to the consummation of the Sale convert any voting Shares held by such Participating Seller into non-voting Shares, and vice versa; provided , that, subject to Section 4.4.4 , including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4 , the shares of Common Stock will be treated as a single class and each share of Common Stock will be Sold at the same price and for the same form of consideration. Each Participating Seller (other than the Bank Investors and the Televisa Investors) hereby constitutes and appoints each of the Prospective Selling Stockholders, or any of them, with full power of substitution, as such Participating Seller’s true and lawful representative and attorney-in-fact, in such Participating Seller’s name, place and stead, to execute and deliver any and all agreements that such Prospective Selling Stockholder reasonably believes are consistent with this Section 4.4.2 and such member of the Prospective Selling Stockholder shall provide a copy of such agreements to such Stockholder within five (5) Business Days of execution; provided , however , that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participating Seller. In connection with any FCC approval required with regard to any Sale pursuant to Section 4 , the Company shall file such FCC applications as it is required to file in order to obtain such FCC approval, and each Stockholder shall promptly provide the Company with any and all information necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) to complete the filing of such applications. The Company shall use its reasonable best efforts to obtain such FCC approval, including (1) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (2) promptly taking all other actions reasonably requested by the Prospective Selling Stockholders as necessary, desirable and/or appropriate to facilitate obtaining such FCC approval.
4.4.3 Sale Process . The Majority Principal Investors in the case of a proposed Sale pursuant to Section 4.2 , or the Prospective Selling Stockholder, in the case of a proposed Sale pursuant to Section 4.1 , 4.5 or 4.6 shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof. No holder of Shares nor any Affiliate of any such holder shall have any liability to any other holder of Shares or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale except to the extent such holder shall have failed to comply with the provisions of this Section 4 .
4.4.4 Treatment of Convertible Securities . If any Participating Seller shall Sell Convertible Securities (or shall convert Convertible Securities in order to Sell the underlying Shares) in any Sale pursuant to this Section 4 , then, without prejudice to the rights of such Stockholder with respect to the conversion, exercise or exchange of such
 
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Convertible Securities and any entitlement to any payment of premium thereon or thereunder, such Participating Seller shall receive in exchange for such Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Common Stock that would be issued upon exercise, conversion or exchange of such Convertible Securities less the exercise price, if any, of such Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale).
4.4.5 Closing . Subject to Sections 4.1.7 and 4.2.4 , the closing of a Sale to which Section 4.1, 4.2 or 4.6 applies shall take place (a) on the proposed Transfer date, if any, specified in the Tag Along Notice, Drag Along Sale Notice or Sale Notice, as applicable (provided that consummation of any Transfer may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval or to satisfy other conditions), (b) if no proposed Transfer date was required to be specified in the applicable notice, at such time as the Prospective Selling Stockholders shall specify by notice to each Participating Seller and (c) at such place as the Prospective Selling Stockholder(s) shall specify by notice to each Participating Seller or First Offer Purchaser, as applicable. At the closing of such Sale, each Participating Seller shall deliver the certificates evidencing the Shares to be Sold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration, and any comparable transfer materials for any Convertible Securities to be Sold.
4.5 Post-IPO Televisa Purchase Right . Subject to Section 4.5.5 , if any one or more Prospective Selling Stockholder(s) proposes to make a Post-IPO Sale to any Person other than a Permitted Transferee of such Prospective Selling Stockholder(s) (including to another Stockholder or the Company or any of its Subsidiaries) (collectively, a “ Post-IPO Sale Buyer ”), Televisa shall have the right to acquire a number of Shares equal to 50% (except that this percentage may be reduced with respect to the last eligible exercise by Televisa of its purchase right pursuant to this Section 4.5 ) of the shares of Common Stock proposed to be Transferred by such Prospective Selling Stockholder(s) or such lesser number of Shares as Televisa may elect, subject to the following terms:
4.5.1 Notice . The Prospective Selling Stockholder(s) shall furnish a notice (the “ Post-IPO Sale Notice ”) of such proposed Post-IPO Sale to Televisa prior to any such proposed Post-IPO Sale. The Post-IPO Sale Notice shall include (i) the manner (i.e., Post-IPO Public Sale or private sale) upon which such Post-IPO Sale will occur, (ii) the number and class of Shares to be sold in such Post-IPO Sale, or, in the case of a Post-IPO Public Sale, the Prospective Selling Stockholder(s)’ good faith estimate of the aggregate number of Shares to be included in such Post-IPO Public Sale and (iii) in the case of a Post-IPO Public Sale, a good faith estimate of the underwriting discount and/or underwriting or placement commissions and fees, and in all other cases, the price and other material terms and conditions of such Post-IPO Sale and if known, the closing date of the Post-IPO Sale. Such notice shall further state that Televisa may commit to purchase, and the Prospective Selling Stockholder(s) shall be required to Sell (pro rata
 
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from each Prospective Selling Stockholder Transferring shares of Common Stock in such Post-IPO Sale based on the number of shares being Transferred by such Prospective Selling Stockholders) in accordance with the provisions of this Agreement, 50% (except that if this percentage would result in Televisa having had the opportunity to purchase pursuant to this Section 4.5 a number of Shares in excess of the Aggregate Purchase Cap, this percentage shall be reduced with respect to the last eligible exercise by Televisa of its purchase right pursuant to this Section 4.5 to that number of shares of Common Stock that would result in Televisa having had the opportunity pursuant to this Section 4.5 to purchase a number of Shares equal to the Aggregate Purchase Cap) of such Shares to Televisa (the “ Televisa Purchase Right Shares ”), at the same price and on the same terms Shares are being sold to the Post-IPO Sale Buyer, or, in the case of a Post-IPO Public Sale, at the same price and on the same terms Shares are being sold to the underwriter, initial purchaser or other intermediary, as applicable, less any applicable underwriting discount or underwriting or placement commissions or fees, determined on a per share basis, paid, incurred or borne by the Prospective Selling Stockholder(s) with respect to the portion of the Shares included in such Post-IPO Sale that Televisa is not acquiring (such price, the “ Per Share Televisa Purchase Price ”). For the avoidance of doubt, in the case where such underwriter, initial purchaser or other intermediary is being compensated by purchasing the Shares from the Prospective Selling Stockholder(s) at a discount and expects to sell such Shares at a higher price to the public, the Per Share Televisa Purchase Price is the discounted price paid by such underwriter, initial purchaser or other intermediary.
4.5.2 Exercise . Televisa shall have the right (the “ Post-IPO Purchase Right ”) to elect to purchase all (or a portion) of the Televisa Purchase Right Shares at the Per Share Televisa Purchase Price by furnishing a written commitment notice to the Prospective Selling Stockholder(s) no later than forty-eight (48) hours after Televisa’s receipt of the applicable Post-IPO Sale Notice, specifying the number of Televisa Purchase Right Shares for which Televisa is exercising its Post-IPO Purchase Right and is committing to buy (the “ Televisa Commitment Notice ”). If Televisa does not furnish a notice that complies with the above requirements, including within the 48 hour time period, Televisa will be deemed to have waived its rights to purchase the Televisa Purchase Right Shares that were the subject of the applicable Post-IPO Sale Notice under this Section 4.5 , and the Prospective Selling Stockholder(s) shall be free to Transfer all or any portion of Televisa Purchase Right Shares provided such Post-IPO Sale occurs within [    ] days of Televisa’s receipt of the applicable Post-IPO Sale Notice and, except for the actual price per share in a Post-IPO Public Sale, on terms and conditions not materially more favorable to the Post IPO Sale Buyer than set forth in the applicable Post-IPO Sale Notice. The Televisa Commitment Notice, and its obligation to purchase the applicable number of Televisa Purchase Right Shares specified therein, shall be irrevocable (x) for 48 hours in the case of a Post IPO Public Sale that is a registered block trade, (y) 14 days in the case of a Post IPO Public Sale that is an underwritten follow-on Public Offering and (z) 14 days in the case of Post IPO Sales not covered by either clause (x) or (y); provided, in the case of clause (y) only, (A) Televisa shall have the right to terminate its commitment to purchase the Shares set forth in the Televisa Commitment Notice upon written notice to the Prospective Selling Stockholder(s) in the event that at any time during the applicable 14 day period the closing price for the Company’s Class A
 
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Common Stock on the principal stock exchange on which such shares are listed for trading exceeds 107.5% of the closing price of such Class A Common Stock on such stock exchange on the day (or if such day is not a trading day, the most recent trading day) the Prospective Selling Stockholder(s) provided Televisa the Post-IPO Sale Notice (a “ Price Change Termination Notice ”) and following a Price Change Termination Notice the Prospective Selling Stockholder(s) shall not be permitted to make the applicable Post-IPO Public Sale unless they provide Televisa a new Post-IPO Sale Notice (provided Televisa shall have only 24 hours (not 48 hours) to decide whether to issue a new Televisa Commitment Notice with respect thereto) and (B) in the event the number of Shares to be sold in the applicable Post-IPO Public Sale would exceed the estimated number of Shares set forth in the applicable Post-IPO Sale Notice, the number of Shares in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Public Sale and a new Post-IPO Sale Notice shall be required to be given to Televisa with respect to the incremental amount (but Televisa shall have 24 hours (not 48 hours) to make a Televisa Commitment Notice with respect to such incremental amount); and provided, further, in the case of clause (z) only, (1) if the actual price per share in the applicable Post-IPO Sale would be greater than 107.5% of the price per share specified in the applicable Post IPO Sale Notice, a new Post IPO Sale Notice shall be required and (2) in the event the number of Shares to be sold in such Post-IPO Sale would exceed the number of Shares specified in the applicable Post IPO Sale Notice, the number of Shares in excess of such amount set forth in such Notice shall be treated as a separate Post-IPO Sale and a new Post IPO Sale Notice shall be required to be given to Televisa with respect to the incremental amount (provided Televisa shall have 24 hours (not 48 hours) to provide a Televisa Commitment Notice with respect thereto).
4.5.3 Closing . The closing of any Post-IPO Sale to which Section 4.5 applies shall take place on the proposed Transfer date specified in the Post-IPO Sale Notice, except, in the case of a Post-IPO Public Sale, in which case the time and date of Closing shall be specified in a written notice from the Prospective Selling Stockholder(s) or the Company to Televisa (the “ Closing Notice ”), provided such closing date shall not be any earlier than twenty-four (24) hours after Televisa’s receipt of the Closing Notice. At the closing of any Post-IPO Sale to which this Section 4.5 applies, the Prospective Selling Stockholder(s) shall deliver the certificates evidencing the Televisa Purchase Right Shares to be Sold by such Prospective Selling Stockholder(s), duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any liens or encumbrances, with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration, and any comparable transfer materials for any Convertible Securities to be Sold.
4.5.4 Compliance . Any Sale of Shares by a Principal Investor to Televisa pursuant to this Section 4.5 shall be structured so as to comply with applicable U.S. Laws. Not in limitation of the foregoing, in the event that Televisa reasonably and in good faith believes that a Transfer of Shares to Televisa pursuant to this Section 4.5 would not be prudent in light of applicable Law, then the Company shall, upon Televisa’s written request, after Televisa acquires such Shares pursuant to this Section 4.5 , exchange such shares that Televisa purchased from the Prospective Selling Stockholder(s) for warrants in substantially the form of the TV Warrants with an exercise price of $0.01 per
 
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share and a number of shares underlying such warrants equal to the number of shares Televisa so acquired from the Prospective Selling Stockholder(s) in lieu of the shares purchasable pursuant to the Post-IPO Purchase Right In the event that Televisa reasonably believes that its exercise of its rights pursuant to this Section 4.5 could be subject to regulatory review due to, or restricted by, Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company, (it being agreed that any such assignment shall be the decision of Televisa and the Company shall have no consent right) assign its rights under this Section 4.5 to (i) an FCC-Approved Trust, (ii) any other Person while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (iii) any other Person if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from the FCC of an investigation with respect to Televisa’s ownership of the Company, and provided in either case in this clause (iii) that Televisa seeks regulatory or judicial relief related to such order or investigation within six (6) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (iii) of the preceding sentence, prior to the six (6) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares to Televisa or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 4.5.5 , the FCC-Approved Trust or other Person to which such assignment is made shall become party to this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement as a Televisa Investor to the extent Televisa is a party thereto.
4.5.5 Termination . The Post-IPO Purchase Right shall terminate upon the Principal Investors providing Televisa the opportunity to purchase from the Principal Investors pursuant to this Section 4.5 an aggregate number of shares of Common Stock equal to the Aggregate Purchase Cap. For the avoidance of doubt, (a) the aggregate number of Televisa Purchase Rights Shares that Televisa had the right to purchase shall count toward the Aggregate Purchase Cap even if Televisa elected to purchase less or none thereof and (b) Televisa will not be deemed to have had the opportunity to purchase any Shares if the underlying Post-IPO Sale is not consummated.
 
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4.6 Right of First Offer . Other than in connection with a transaction to effect a Compliant Change of Control Transaction, including a Sponsor Sale or a Merger Exit, if any Prospective Selling Stockholder proposes to Sell any Shares in a Transfer that is subject to Section 3.1.5 (including to another Stockholder or the Company or any of its subsidiaries) prior to the Principal Investor Two-Thirds Sell-Down, then the following provisions shall apply:
4.6.1 Notice . The Prospective Selling Stockholder shall furnish a written notice of such proposed Sale (a “ Sale Notice ”) to each Principal Investor Group (other than any Principal Investor Group of which the Prospective Selling Stockholder is a member, in which case no such notice shall be provided to such group) and the Televisa Investors (other than any Televisa Investor which is a Prospective Selling Stockholder, in which case no such notice shall be given to such Televisa Investor). For the avoidance of doubt, in the event of any proposed Sale to which this Section 4.6 applies, the Televisa Investors shall have the rights to exercise their respective rights of first offer under this Section 4.6 only to the extent set forth below, including Section 4.6.2(a) and Section 4.6.6(c) ) (each such PITV Investor Group, a “ First Offer Holder ”), prior to any such proposed Transfer. The Sale Notice shall include:
(a) (i) the number and class(es) of Shares proposed to be sold by the Prospective Selling Stockholder (the “ Subject Shares ”), (ii) the per share cash purchase price or the formula by which such cash price is to be determined and (iii) the proposed Transfer date, if known; and
(b) an invitation to each First Offer Holder to make an offer to purchase, subject to Section 4.6.6 below, any number of the Subject Shares at such price.
4.6.2 Exercise .
(a) Within twenty (20) Business Days after the date of delivery of the Sale Notice (the “ First Offer Deadline ”), each First Offer Holder may make an offer to purchase any number of the Subject Shares at the price set forth in the Sale Notice by furnishing a written notice (the “ First Offer Notice ”) of such offer specifying a number of Subject Shares offered to be purchased from the Prospective Selling Stockholder (each such Person delivering such notice, a “ First Offer Purchaser ”); provided , however , that a Televisa Investor shall be deemed to be a First Offer Purchaser if and only in the event one or more of the Principal Investor Groups delivers a First Offer Notice pursuant to this Section 4.6.2(a) . The receipt of consideration by any Prospective Selling Stockholder selling Shares in payment for the transfer of such Shares pursuant to this Section 4.6.2 shall be deemed a representation and warranty by such Prospective Selling Stockholder that (i) such Prospective Selling Stockholder has full right, title and interest in and to such Shares; (ii) such Prospective Selling Stockholder has all necessary power and authority and has taken all necessary actions to sell such Shares as contemplated by this Section 4.6.2 ; and (iii) such Shares are free and clear of any and all liens or encumbrances except pursuant to this Agreement and other Transaction Agreements.
(b) Each First Offer Holder not furnishing a First Offer Notice that complies with the above requirements, including the applicable time periods, shall be deemed to have waived all of such First Offer Holder’s rights to purchase such Subject Shares under this Section 4.6.2 and the Prospective Selling Stockholder shall thereafter be free to Sell the Subject Shares to the First Offer Purchasers
 
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and/or any Prospective Buyer, at a per share purchase price no less than the price set forth in the Sale Notice, without any further obligation to such First Offer Holder pursuant to this Section 4.6 .
4.6.3 Irrevocable Offer . The offer of each First Offer Purchaser contained in a First Offer Notice shall be irrevocable, and, subject to Section 4.6.6 below, to the extent such offer is accepted, such First Offer Purchaser shall be bound and obligated to purchase the number of Subject Shares set forth in such First Offer Purchaser’s First Offer Notice.
4.6.4 Acceptance of Offers . Within ten (10) Business Days after the First Offer Deadline, the Prospective Selling Stockholder shall inform each First Offer Purchaser, by written notice (the “ Acceptance Notice ”), of whether or not the Prospective Selling Stockholder will accept all (but not less than all) offers of the First Offer Purchasers (for the avoidance of doubt, all such offers shall be subject to adjustment pursuant to Section 4.6.6 below). In the event the Prospective Selling Stockholder fails to furnish the Acceptance Notice within the specified time period, the Prospective Selling Stockholder shall be deemed to have decided not to Sell the Subject Shares to the First Offer Purchasers. If the Prospective Selling Stockholder decides not to Sell the Subject Shares to the First Offer Purchasers, each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, and the Prospective Selling Stockholder shall not sell the Shares subject to the First Offer Purchaser’s irrevocable offer to any other Person. Acceptance of such offers by the Prospective Selling Stockholder is without prejudice to the Prospective Selling Stockholder’s discretion under Section 4.4.3 to determine whether or not to consummate any Sale.
4.6.5 Additional Compliance . If at the end of the 120 th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.6 ), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.6 separately complied with, in order to consummate a Transfer of such Subject Shares unless the failure to complete such proposed Sale resulted directly from any failure by the FCC to consent to such Sale; provided , that such consent is received within one hundred fifty (150) days of such 120th day; provided further , however , that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.6.2 and 4.6.4 shall be five (5) Business Days and three (3) Business Days, respectively.
4.6.6 Determination of the Number of Subject Shares to be Sold .
(a) In the event that, as of the First Offer Deadline, the number of Subject Shares offered to be purchased by the First Offer Purchasers is less than
 
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the number of Subject Shares, the Prospective Selling Stockholder shall provide notice of such shortfall to the First Offer Purchasers. Each First Offer Purchaser shall provide notice to the Prospective Selling Stockholder within four (4) Business Days of receipt of the notice from the Prospective Selling Stockholder if it wishes to purchase all or any portion of the Subject Shares comprising such shortfall. In the event that, after such four (4) additional Business Days, the number of Subject Shares offered to be purchased by the First Offer Purchasers is still less than the number of Subject Shares, (i) the Prospective Selling Stockholder may within four (4) Business Days accept the offers of the First Offer Purchasers and, at the option of the Prospective Selling Stockholder, and within thirty (30) days of such acceptance, Sell any remaining Subject Shares which the First Offer Purchasers did not elect to purchase to one or more Prospective Buyers at a price per share that is no less than the price set forth in the Sale Notice or (ii) if a single Prospective Buyer or group of Prospective Buyers is unwilling to purchase less than all of the Subject Shares, the Prospective Selling Stockholder may within one hundred eighty (180) days Sell all (but not less than all) of the Subject Shares to such Prospective Buyer or group of Prospective Buyers at a price per share that is no less than the price set forth-in the Sale Notice rather than Sell any Subject Shares to the First Offer Purchasers. Such sales, if any, to Prospective Buyer(s) other than the First Offer Purchasers in accordance with clause (i)  above shall be consummated together with the sale to the First Offer Purchasers.
(b) In the event that the Prospective Selling Stockholder has accepted the offers of the First Offer Purchasers and the aggregate number of Subject Shares offered to be purchased by (and to be sold to) the First Offer Purchasers is equal to or exceeds the aggregate number of Subject Shares, the Subject Shares shall be sold to the First Offer Purchasers as follows:
(i) there shall be first allocated to each First Offer Purchaser a number of Subject Shares equal to the lesser of (A) the number of Subject Shares offered to be purchased by such First Offer Purchaser pursuant such holder’s First Offer Notice and any subsequent notice delivered by such First Offer Purchaser pursuant to the second sentence of Section 4.6.6(a) , and (B) a number of Subject Shares equal to such First Offer Purchaser’s Pro Rata Portion; and
(ii) the balance, if any, not allocated pursuant to clause (i) above shall be allocated to those First Offer Purchasers which offered to purchase a number of Subject Shares in excess of such First Offer Purchaser’s Pro Rata Portion to each such First Offer Purchaser on a pro rata basis, based upon the amount of such excess, or in such other manner as the First Offer Purchasers may otherwise agree.
In the event that the number of Subject Shares that each First Offer Purchaser will be permitted to purchase in a particular Sale is reduced in accordance with clauses (i)  and (ii)  above, the Prospective Selling Stockholder
 
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shall be responsible for determining the total number of Subject Shares to be purchased by each First Offer Purchaser in the proposed Sale in accordance with this Section 4.6.6 , and shall provide notice to each First Offer Purchaser of the number of Subject Shares that such First Offer Purchaser will be purchasing in such Sale no later than three (3) Business Days prior to the consummation of such Sale. For the avoidance of doubt, shares of Class A Common Stock, Class S Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of this Section 4.6.6 .
In the event any holders of Shares exercise such holders’ rights under Section 4.1 to sell Shares in connection with a Sale to First Offer Purchasers pursuant to this Section 4.6 , such Shares (as the case may be, reduced in accordance with Section 4.1.4 ) shall be deemed to be Subject Shares for purposes of this Section 4.6 and shall be allocated among the First Offer Purchasers in accordance with this Section 4.6.6 .
(c) Notwithstanding any of the foregoing, the maximum number of Subject Shares that the Televisa Investors shall have the right to purchase under this Section 4.6 at any particular time shall not exceed that number of Subject Shares the purchase of which would cause the Televisa Investors’ Capital Percentage to exceed the Maximum Capital Percentage.
4.6.7 Exempt Transaction . The parties hereto acknowledge and agree that the provisions of this Section 4.6 shall not apply in the event of (i) one or more Transfers in connection with a Change of Control pursuant to Sections 4.2 , 4.7 and/or 4.8 , as applicable, (ii) a Recapitalization Transaction pursuant to Section 4.3 , (iii) any Transfer to Televisa pursuant to the Post-IPO Purchase Right set forth in Section 4.5 or (iv) any Transfer pursuant to (x) a Public Offering, (y) Rule 144 and (z) a genuine block sale to a financial institution in the ordinary course of its trading business.
4.6.8 The Televisa Investors’ ROFO Sunset . *****
4.6.9 Foreign Ownership Restrictions . In the event that Televisa reasonably believes that it cannot exercise its rights under this Section 4.6 to the full extent set forth herein (or any lesser extent that the Televisa Investors desire to obtain) because of any Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company, (it being agreed that any such assignment shall be the decision of Televisa and the Company shall have no consent right) assign such rights to (a) any FCC-Approved Trust, (b) any other Person while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (c) any other Person if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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the FCC of an investigation with respect to Televisa’s ownership of the Company and provided in either case in this clause (c) that Televisa seeks regulatory or judicial relief related to such order or investigation within six (6) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (c) of the preceding sentence, prior to the six (6) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares to Televisa or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 4.6.9, the FCC-Approved Trust or other Person to which such assignment is made shall become a party to this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement as a “Televisa Investor.” Not in limitation of the foregoing, in the event that Televisa reasonably and in good faith believes that an acquisition of Shares by a Televisa Investor pursuant to this Section 4.6 would not be prudent in light of applicable Law, then, at Televisa’s election, after Televisa acquired such Shares pursuant to this Section 4.6 , the Company shall exchange such Shares that Televisa acquired pursuant to this Section 4.6 for warrants in substantially the form of the TV Warrants with an exercise price of $0.01 per share and a number of shares underlying such warrants equal to the number of shares Televisa so acquired pursuant to this Section 4.6 .
4.6.10 Notice of ROFO Closing . The Company shall promptly notify each PITV Investor (other than any First Offer Purchasers participating therein) in writing following the closing of any transaction in which any PITV Investor purchases Subject Shares pursuant to the exercise of its respective rights of first offer under this Section 4.6 .
4.7 The Televisa Investors’ Rights and Obligations in the Event of a Sponsor Sale . In the event any one or more Principal Investors propose to Transfer Shares (other than through a merger, consolidation or similar business combination transaction, in which case the provisions of Section 4.8 apply) to any Prospective Buyer(s) in one or a series of related transactions that would effect a Change of Control (taking into account Shares required to be Transferred in such transaction pursuant to Section 4.2 ) (a “ Sponsor Sale ”), then the following provisions shall apply:
4.7.1 Notice and Exercise . The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Sponsor Sale (the “ Sponsor Sale Notice ”) to the Company and Televisa. The Sponsor Sale Notice shall constitute, and conform to the terms and conditions of, a Tag Along Notice under Section 4.1 (other than items listed in Section 4.1.1(a)(iii) and (iv) ), and Televisa shall have the rights of a Tag Along Holder under Section 4.1 with respect to such Sponsor Sale (the “ Sponsor Sale Tag Along Rights ”). Televisa shall have the right to exercise its Sponsor Sale Tag Along Rights at any time on or before the Sponsor Sale Election Deadline by furnishing to the
 
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Company and the Prospective Selling Stockholders a written Tag Along Offer pursuant to, and in compliance with, Sections 4.1.2 and 4.1.3 exercising such Sponsor Sale Tag Along Rights, which election shall be irrevocable except as otherwise provided in Section 4.7.6 , if applicable (the “ Sponsor Sale Tag Along Election ”). In the event that Televisa exercises its Sponsor Sale Tag Along Rights under this Section 4.7.1 or 4.7.6 , as applicable, then each other Televisa Investor shall be obligated (to the same extent as Televisa) to participate in such Sponsor Sale on the terms and conditions (which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, if applicable, and in any case consistent with Sections 4.4.2 ) specified herein (without prejudice to the rights of such Stockholder with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder and subject to Section 4.4.4 , including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4 ). If Televisa elects to exercise its Sponsor Sale Tag Along Rights, then the Prospective Selling Stockholders shall use their commercially reasonable efforts to obtain the agreement of the Prospective Buyer(s) to the participation of all Televisa Investors in such Sponsor Sale, and may not in any event Transfer any Shares to the Prospective Buyer with respect to such Sponsor Sale if such Prospective Buyer declines to allow the participation of all Televisa Investors on the terms and conditions (which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, if applicable, and in any case consistent with Section 4.4.2 ) specified herein, unless simultaneously with the consummation of such Sponsor Sale, the Prospective Selling Stockholders or their designees purchase the Shares that the Televisa Investors were entitled to Transfer to the Prospective Buyer on the same terms and conditions, consistent with Section 4.4.2 , as the Transfer of Shares of the Prospective Selling Stockholders (without prejudice to the rights of such Stockholder with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder.
4.7.2 Sponsor Sale Tag Along Election Deadline . Televisa shall notify the Company that it is exercising its Sponsor Sale Tag Along Rights or will retain its Shares in the Company within forty eight (48) hours after the latest to occur of the following (the “ Sponsor Sale Election Deadline ”):
(a) the twentieth (20th) day after Televisa’s receipt of the Sponsor Sale Notice;
(b) the fifth (5th) day after Televisa has been provided with the opportunity to have substantive meetings with those Prospective Buyer(s) that the Prospective Selling Stockholders consider likely to be in the final round of bidding in the Sponsor Sale (which, for the avoidance of doubt, must include the ultimate purchaser(s) of Shares in the Sponsor Sale) pursuant to Section 4.7.5(e) below; and
(c) the fifth (5th) day after Televisa’s receipt of the final price and other material contractual terms and conditions of the Sponsor Sale and definitive
 
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purchase agreement (including, if a form of definitive purchase agreement was provided to Prospective Buyers, a blackline comparison of the final form of definitive purchase agreement related to such Sponsor Sale against the form previously delivered to Televisa pursuant to Section 4.7.5(c) below, if any);
provided , that in any case, Section 4.10 shall have been complied with.
4.7.3 Sponsor Sale Tag Along Information, Access and Negotiation Rights . In the event that Televisa provides a timely Sponsor Sale Tag Along Election, then Televisa will be entitled to (a) participate in all Board, committee or similar meetings related to such Sponsor Sale and all Sponsor Sale-related meetings of the Principal Investors in their capacities as such and (b) receive all information regarding negotiation and discussions with, and identities and proposed terms of, the Prospective Buyer(s). In the event that Televisa delivers a timely Sponsor Sale Tag Along Election (provided that it has not been revoked in accordance with Section 4.7.6 ), all subsequent changes to price and all subsequent changes to, additions of, or elimination of, other material terms and conditions shall be determined by the Prospective Selling Stockholders as defined in clause (f)(ii) of the definition of Prospective Selling Stockholder.
4.7.4 Roll-Over . Subject to Section 4.7.6 below, if Televisa fails to exercise its Sponsor Sale Tag Along Rights before the Sponsor Sale Election Deadline or notifies the Prospective Selling Stockholders and the Company by such Sponsor Sale Election Deadline that it will retain all of its Shares in the Company, then Televisa will be deemed to have elected not to exercise its Sponsor Sale Tag Along Rights but will be deemed to have elected to retain all of its Shares in the Company (and each other Televisa Investor shall be obligated (to the same extent as Televisa) to retain all of its Shares in the Company). In such event, Televisa shall have waived and be deemed to have waived all of its Sponsor Sale Tag Along Rights and other applicable rights under this Section 4.7 and any other applicable rights pursuant to Section 4.1 hereof only with respect to such Sponsor Sale, and, the Prospective Selling Stockholders shall thereafter be free to Transfer to the Prospective Buyer(s) without any further obligation to Televisa pursuant to Section 4.1 or this Section 4.7 , except as otherwise provided in Section 4.7.5 or 4.7.6 , if applicable; provided that in no event shall Televisa’s Capital Percentage, Equity Percentage or Voting Percentage or rights or obligations under any Transaction Agreements be affected by such Transfer or Sponsor Sale. In such event, each Televisa Investor shall, if requested by the Prospective Selling Stockholders, vote its respective Shares in favor of the Sponsor Sale and as otherwise directed by the Prospective Selling Stockholders (in each case, if and to the extent any such vote is required) in connection with the Sponsor Sale in order to effectuate the intent of this provision.
4.7.5 Other Information and Access Rights . Subject to the provisions of Section 4.4 of the Principal Investor Agreement, for any period after Televisa has received or was entitled to receive the Sponsor Sale Notice:
(a) the Prospective Selling Stockholders shall keep Televisa generally apprised of such Sponsor Sale process;
 
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(b) copies of any management presentations related to such Sponsor Sale that are given or provided to Prospective Buyer(s) shall also be provided to Televisa;
(c) copies of any forms of definitive transaction agreement or other transaction documents setting forth the consideration and/or other material terms and conditions of such Sponsor Sale that are provided to Prospective Buyer(s) for comment shall also be provided to Televisa;
(d) access to all information included in any data room (including any electronic data room) set up in connection with such Sponsor Sale and to which access has been given to Prospective Buyer(s) shall also be given to Televisa; and
(e) Televisa shall have a reasonable opportunity to meet with those Prospective Buyer(s) that the Prospective Selling Stockholders believe are the likely purchaser(s) of Shares in the Sponsor Sale (which, for the avoidance of doubt, must include the ultimate purchaser(s) of Shares in the Sponsor Sale) before the final bid in the Sponsor Sale process; provided , that (i) a representative of the Principal Investors may be present at all such meetings and (ii) Televisa shall promptly copy each of the Prospective Selling Stockholders on all material correspondence (including via electronic mail) of a Televisa Investor or a representative acting at the request thereof with any such Prospective Buyer(s) and/or the Company.
4.7.6 Change in Material Terms . Notwithstanding the foregoing, if any of the following are expected to occur: (x)(i) the equity value payable upon the Sponsor Sale changes by more than three and a half percent (3.5%), (ii) the percentage of the total consideration represented by cash changes by more than three and a half percent (3.5%), (iii) the type of consideration to be received changes, (iv) there is a three and a half percent (3.5%) or greater increase in the amount of the consideration to be escrowed or held back to cover indemnification claims that may be asserted by the purchaser or in the event of any earn-out or similar payment, (v) there is a three and a half percent (3.5%) or greater increase in any cap on indemnification claims that may be recovered by the purchaser under the definitive acquisition agreement, or (vi) there are one or more changes to any other terms that a sophisticated non-U.S. investor would deem to be material to its decision to make an investment in the Company (in the case of each of clauses (i)  through (vi) , as compared to the terms most recently furnished to Televisa pursuant to Section 4.7.2(c) or this Section 4.7.6 , as applicable) or (y) there is a change in (i) the purchaser(s) (other than to one or more controlled Affiliates of such purchaser(s)) or (ii) terms that would have a material negative impact to the tax and regulatory components of Televisa’s investment in the Company (e.g., material change to the structure of the investment), then the Prospective Selling Stockholders (other than the Televisa Investors, if applicable) and the Company shall give at least forty eight (48) hours’ notice of and disclose such new terms and conditions to Televisa (a “ Change Notice ”), each Televisa Investor’s most recently effective Sponsor Sale Tag Along Election, if any, shall be deemed to be revoked, and Televisa shall notify the Company and, prior to the Principal Investor Sell-Down, the Prospective Selling Stockholders
 
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(other than the Televisa Investors, as applicable), within forty eight (48) hours (in the case of clause (x) ) or five (5) days (in the case of clause (y) ) from receipt of the Change Notice whether it (i) elects to exercise its respective Sponsor Sale Tag Along Rights (which election shall be deemed to be a new, irrevocable Sponsor Sale Tag Along Election, unless the material terms or conditions of the Sponsor Sale change again in the manner described above, in which case the requirements of this Section 4.7.6 shall apply once again), and in which case, each of the Televisa Investors shall be obligated (in the event Televisa so exercises its respective Sponsor Sale Tag Along Rights, to the same extent as Televisa) to participate in such Sponsor Sale on the terms and conditions consistent with Section 4.4.2 (which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, if applicable, and subject to Section 4.4.4 in the case of Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4 ) specified herein, or (ii) will retain its Shares in the Company, and in which case, each of the other Televisa Investors shall be obligated to retain its respective Shares in the Company. Nothing in this Section 4.7.6 shall be construed so as to reduce the time periods provided for in Section 4.7.2 (including the time period following Televisa’s meeting with the ultimate purchaser(s)).
4.7.7 Confidentiality . All confidential and/or proprietary information relating to the Sponsor Sale that is provided or made available to the Televisa Investors shall be kept strictly confidential in accordance with Section 10.10.1 .
4.7.8 Sunset . All of the Televisa Investors’ rights under this Section 4.7 shall terminate immediately upon a Televisa Sell-Down.
4.7.9 No Rights of First Offer . For the avoidance of doubt, the right of first offer described in Section 4.6 shall not apply in connection with any Transfer of Shares that would result in a Change of Control.
4.7.10 Parallel Sales Process . From the date of delivery of a Sponsor Sale Notice to the date of the closing of a Sponsor Sale or termination of the process relating to such Sponsor Sale, so long as the Company is actively and in good faith pursuing the marketing, negotiation or consummation of such Sponsor Sale, the Televisa Investors shall not Transfer Shares or direct, request or induce another Person who is not a Televisa Investor to Transfer Shares, other than Transfers by any Televisa Investor in the public market ( provided that Televisa shall not exercise any of its demand registration rights under the Participation, Registration Rights and Coordination Agreement during such period) to any Person (other than a Permitted Transferee) (or actively and intentionally facilitate any such Transfer), other than as part of a Sponsor Sale as provided herein or offer to arrange financing to any Person related to the purchase of Shares. The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Merger Exit or Sponsor Sale other than as set forth in the Change of Control Procedures. For the avoidance of doubt, this Section 4.7.10 shall in no way derogate from Section 8.3 of the Investment Agreement.
4.7.11 Miscellaneous . Each of the PITV Investors hereby acknowledges and agrees that time is of the essence for all purposes under this Section 4.7 . All time periods provided in this Section 4.7 are subject to extension during the pendency of, and to comply with and be consistent with any remedies set forth in, any applicable Arbitrator Determination as contemplated in Section 4.9 below.
 
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4.8 The Televisa Investors’ Rights and Obligations in the Event of a Merger Exit . Notwithstanding anything to the contrary herein, in the event that the Majority Principal Investors or the Company propose to effectuate a Merger Exit, then the following provisions shall apply:
4.8.1 Notice and Exercise . The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Merger Exit to the Company, which shall promptly furnish such notice to Televisa, or the Company shall furnish a written notice of its or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referenced in this sentence, the “ Merger Exit Notice ”). The Merger Exit Notice shall provide Televisa the right to elect to:
(a) include a percentage of Shares held by it that is equal to the percentage of Shares owned by the Prospective Selling Stockholders (which may be all other Stockholders) that are proposed to be Sold ( e.g. , converted or sold pursuant to the merger) by the Prospective Selling Stockholders (which may be all other Stockholders) to a Prospective Buyer in such Merger Exit (which may be of a single class or of multiple classes), on the same terms and conditions (subject to Section 4.4.4 in the case of Convertible Securities and without prejudice to the rights of the holder of Convertible Securities with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder and subject to Section 4.4.1 under all circumstances in connection with such Merger Exit) as the terms and conditions that are applicable to the Prospective Selling Stockholders (which may be all other Stockholders), in any case consistent with Section 4.4.2 (“ Merger Exit Participation Rights ”) by furnishing to the Company, which shall promptly furnish to the Prospective Selling Stockholders, a written election exercising such Merger Exit Participation Rights (the “ Merger Exit Participation Election ”) on or before the Merger Exit Election Deadline, which election shall be irrevocable except as otherwise provided in Section 4.8.9 , if applicable; or
(b) roll-over all of its Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b) ). For the avoidance of doubt, shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of this Section 4.8.
4.8.2 Merger Exit Participation Election Deadline . Televisa shall notify the Company either that it is exercising its Merger Exit Participation Rights or will retain its Shares in the Company within forty eight (48) hours after the latest to occur of the following (the “ Merger Exit Election Deadline ”):
(a) the twentieth (20th) day after Televisa’s receipt of the Merger Exit Notice;
 
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(b) the fifth (5th) day after Televisa has been provided with the opportunity to have substantive meetings with those Prospective Buyer(s) that the Prospective Selling Stockholders (or, after the Principal Investor Two-Thirds Sell-Down, the Board) consider likely to be in the final round of bidding in the Merger Exit (which, for the avoidance of doubt, must include the ultimate purchaser(s) of Shares in the Merger Exit) pursuant to Section 4.8.8(e) below; and
(c) the fifth (5th) day after Televisa’s receipt of the price and other material contractual terms and conditions of the Merger Exit and definitive purchase agreement (including, if a form of definitive purchase agreement was provided to Prospective Buyers, a blackline comparison of the final form of definitive purchase agreement related to such Merger Exit against the form previously delivered to Televisa pursuant to Section 4.8.8(c) below, if any);
provided , that in any case, Section 4.10 shall have been complied with.
4.8.3 Rights in the Absence of a Merger Exit Participation Election; Rights Following a Merger Exit Participation Election .
(a) Roll-Over . If Televisa fails to provide a timely Merger Exit Participation Election, then the Televisa Investors shall, subject to Section 4.10 , roll-over all of their Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b) ). In the event that Televisa delivers a timely Merger Exit Participation Election, then each other Televisa Investor shall be obligated (to the same extent as Televisa) to participate in such Merger Exit on the terms and conditions specified herein.
(b) Merger Exit Information, Access and Negotiation Rights . In the event that Televisa delivers a timely Merger Exit Participation Election ( provided , that it has not been revoked in accordance with Section 4.8.9 ), then Televisa will be entitled to (a) participate in all Board, committee or similar meetings related to such Merger Exit and, assuming there are Principal Investors, all Merger Exit-related meetings of the Principal Investors in their capacities as such and (b) receive all information regarding negotiation and discussions with, and identities and proposed terms of, the Prospective Buyer(s). In the event that Televisa delivers a timely Merger Exit Participation Election ( provided , that it has not been revoked in accordance with Section 4.8.9 ), all subsequent changes to price and all subsequent changes to, additions of, or elimination of, other material terms and conditions shall be determined by the Prospective Selling Stockholders as defined in clause (g)(ii) of the definition of Prospective Selling Stockholder (or, after the Principal Investor Two-Thirds Sell-Down, the Board and, if Televisa has timely made a Merger Exit Participation Election, the Majority Televisa Investors).
 
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4.8.4 Voting Agreement . Subject to Section 4.10 and provided that the provisions of this Section 4.8 have been complied with, each of the Televisa Investors shall (a) cast all votes to which they are entitled in respect of their Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Prospective Selling Stockholders (or, after the Principal Investor Two-Thirds Sell-Down, the Board) may instruct by written notice to the Televisa Investors to approve any aspect or aspects of the Merger Exit or, if the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) so instruct, against any proposal competing against or which may impede or delay the Merger Exit, including any proposal to approve any amendment to the Charter, any sale, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) solely to effectuate the Merger Exit and subject to the rights of the Televisa Investors under this Section 4.8 , (b) agree to waive any dissenters’ rights, appraisal rights or similar rights, (c) reasonably cooperate with the Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board) with respect to the Merger Exit and roll over, including executing, acknowledging and delivering consents, assignments, and other documents or instruments, furnishing information and copies of documents, filing applications, reports, returns, filings and other documents or instruments with Governmental Authorities, in each case, to the extent necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) and not inconsistent with the Televisa Investor’s rights under the Transaction Agreements, (d) otherwise take all other actions required pursuant to Sections 4.3 and 4.4 and (e) unless such Televisa Investor has exercised its Merger Exit Participation Rights, and to the extent not occurring by virtue of operation of Law, roll-over all of its Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b) ) in the Merger Exit. In connection with any FCC filing required with regards to any Merger Exit, the Company shall file such FCC applications as it is required to file in order to obtain such FCC approval, and the Televisa Investors shall cooperate with the Company and promptly provide the Company with any and all information necessary (as reasonably determined by the Company’s outside legal counsel, which shall be a nationally recognized law firm with expertise in Federal Communications Laws) to complete the filing of such applications. The Company shall use its reasonable best efforts to obtain such FCC approval, including (y) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (z) promptly taking all other actions reasonably requested by the Prospective Selling Stockholders (or, after the Principal Investor Two-Thirds Sell-Down, the Board) as necessary, desirable and/or appropriate to facilitate obtaining such FCC approval.
4.8.5 Proxy . If any of the Televisa Investors fails to vote all Shares to which they are entitled in respect of their Shares in compliance with Section 4.8.4 , or changes such vote without written approval of the Majority Principal Investors (or, after the Principal Investor Two-Thirds Sell-Down, the Board), then within five (5) days of receiving a written notice from the Company regarding such non-compliance or change, the Majority Principal Investors (or, after the Principal Investor Two-Thirds Sell-Down, the Board) shall have a proxy to vote such Televisa Investor’s Shares in accordance with
 
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the agreements contained in Section 4.8.4 . The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Majority Principal Investors (or, after the Principal Investor Two-Thirds Sell-Down, the Board) and shall be exercised on terms consistent with such approval. The proxy granted hereby is irrevocable and coupled with an interest sufficient in Law to support irrevocable power.
4.8.6 Results of Merger Exit .
(a) Subject to clauses (c)  and (d)  hereof, each of the Televisa Investors acknowledges and agrees that (i) the value of its Pre Transaction Percentage could be greater than the implied value of the same numerical percentage ownership (on a fully-diluted basis) of the Acquiror immediately after giving effect to such Merger Exit ( e.g. , due to Acquiror’s increase in the Company’s leverage to effect the Merger Exit but in any case subject to Section 4.4.3 of Article EIGHTH of the Charter) and (ii) such Televisa Investor’s Pre Transaction Percentage could be greater than its Post Transaction Percentage (but only as a result of the Acquiror and/or its equity holders (in each case, that are not Affiliated with any of the Principal Investors) contributing cash (and no other assets) into the Company in connection with such Merger Exit).
(b) Notwithstanding Section 4.8.6(a) , a Merger Exit shall not cause the Post Transaction Percentage of a Televisa Investor to be less than ***** of the Pre Transaction Percentage of such Televisa Investor and shall not cause the aggregate Post Transaction Percentage of all of the Televisa Investors to be reduced below:
(i) *****(if (x) the Capital Percentage of the Televisa Investors, in the aggregate, is ***** immediately prior to such Merger Exit and (y) all of the Televisa Investors rolled over their equity in such Merger Exit) in connection with such Merger Exit);
(ii) if (x) the Capital Percentage of the Televisa Investors, in the aggregate, is greater than ***** but less than ***** immediately prior to such Merger Exit and (y) all of the Televisa Investors rolled over their equity in such Merger Exit, a percentage equal to ***** multiplied by the Capital Percentage of the Televisa Investors, in the aggregate, immediately prior to such Merger Exit (but in any event not less than *****);
(iii) ***** (if (x) the Capital Percentage of the Televisa Investors is, in the aggregate, ***** immediately prior to such Merger Exit and (y) all of the Televisa Investors rolled over their equity in such Merger Exit in connection with such Merger Exit); or
(iv) if (x) the Capital Percentage of the Televisa Investors, in the aggregate, is less than ***** immediately prior to such Merger Exit and (y) all of the Televisa Investors rolled over their equity in such Merger Exit in connection with such Merger Exit, a percentage equal to ***** multiplied by the Capital Percentage of the Televisa Investors, in the aggregate, immediately prior to such Merger Exit.
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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(c) In connection with any Merger Exit, each of the Televisa Investors shall be granted the right to purchase for cash, at Televisa’s election, warrants in substantially the form of the TV Warrants or equity at or after the closing of the Merger Exit at the same implied price per share of the applicable security as paid by the Acquiror (or its controlling shareholders) in connection with the Merger Exit for such (underlying) security so that its Post Transaction Percentage equals its Pre Transaction Percentage (or any lesser percentage that such Televisa Investor may elect). Each of the Principal Investors and the Company acknowledges and agrees that each Televisa Investor’s respective Pre Transaction Percentages may not be eliminated or diluted in any other Transfers (or transaction providing liquidity to any of the Principal Investors) by any of the Principal Investors or eliminated in any other transaction.
(d) Subject to clauses (b)  and (c)  above, in the event of a Merger Exit in which any Televisa Investor does not exercise its Merger Exit Participation Rights and such Televisa Investor shall, in exchange for shares of Common Stock and TV Warrants it held immediately prior to the Merger Exit, receive shares of common stock (or, in the case of TV Warrants, warrants to acquire shares of common stock) in the Acquiror with substantially the same terms as the shares of Common Stock it held immediately prior to the Merger Exit which have an aggregate value, based on the implied equity value of the Acquiror immediately after the Merger Exit (it being understood that the value of any indebtedness incurred by the Acquiror in connection with such Merger Exit shall be equal to the principal amount thereof so long as all of the proceeds of such indebtedness are held by the Acquiror until the effective time of the Merger Exit), equal to the value of the shares of Common Stock (including shares of Common Stock underlying TV Warrants) held by such Televisa Investor immediately prior to such Merger Exit, with the value of each share of Common Stock (including shares of Common Stock underlying the TV Warrants) held by such Televisa Investor to be deemed to be equal to the Merger Price. To the extent the Capital Percentage (calculated by reference to common stock (and securities convertible or exchangeable for common stock) of the Acquiror instead of by reference to the
 
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Common Stock and Convertible Securities of the Company) would exceed the Maximum Capital Percentage as a result of the acquisition of such shares of stock in the Acquiror, the Company shall elect to redeem an amount of TV Warrants sufficient to reduce the Capital Percentage to the Maximum Capital Percentage The parties acknowledge and agree that in a Merger Exit, the Televisa Investors will not receive value with respect to their Shares (on an as-converted basis) on a per Share basis in a Merger Exit that is less than the value that other stockholders receive for their Shares on a per Share basis in such Merger Exit, with the value of such Shares (on an as-converted basis) held by such Televisa Investor to be deemed to be equal to the Merger Price, even though the form of consideration for the Televisa Investors’ Shares may differ in accordance with the terms hereof, including in accordance with this clause (d) , and in the event that any Principal Investors do not participate in the Merger Exit and elect to receive shares of the Acquiror in exchange for their shares of Common Stock, the shares of the Acquiror provided to the Televisa Investors who do not exercise their Merger Exit Participation Rights shall be valued on the same basis as the shares of the Acquiror provided to such Principal Investors (unless such basis would result in the Televisa Investors receiving less consideration for their Shares than the provisions of this Section 4.8.6 would otherwise require).
4.8.7 Non-Circumvention . The Principal Investors, the Company, its parent entities and subsidiaries will use good faith efforts not to structure arrangements or agreements in a manner to circumvent the provisions of Section 4.8.6 .
4.8.8 Other Information and Access Rights . Subject to Section 4.4 of the Principal Investor Agreement, for any period after Televisa has received the Merger Exit Notice:
(a) the Prospective Selling Stockholders and the Board or the Company shall keep Televisa generally apprised of such Merger Exit process;
(b) copies of any management presentations related to such Merger Exit that are given or provided to the Prospective Buyer(s) shall also be provided to Televisa;
(c) copies of any forms of definitive transaction agreements or other transaction documents setting forth the consideration and/or other material terms and conditions of such Merger Exit that are provided to the Prospective Buyer(s) for comment shall also be provided to Televisa;
(d) access to all information included in any data room (including any electronic data room) set up in connection with such Merger Exit and to which access has been given to the Prospective Buyer(s) shall also be given to Televisa; and
(e) Televisa shall have a reasonable opportunity to meet with those Prospective Buyer(s) that the Prospective Selling Stockholders (or, after the
 
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Principal Investor Two-Thirds Sell-Down, the Board) believe are the likely purchaser(s) of Shares in the Merger Exit (which, for the avoidance of doubt, must include the ultimate purchaser(s) of Shares in the Merger Exit) before the final bid in the Merger Exit process; provided that (i) if there are any Principal Investors, a representative of the Principal Investors may be present at all such meetings and, (ii) if there are any Principal Investors, Televisa shall promptly copy each of the Prospective Selling Stockholders on all material correspondence (including via electronic mail) of a Televisa Investor or a representative acting at the request thereof with any such Prospective Buyer(s) and/or the Company.
4.8.9 Change in Material Terms . Notwithstanding the foregoing, if any of the following are expected to occur: (x)(i) the equity value payable upon a Merger Exit changes by more than *****, (ii) the percentage of the total consideration represented by cash changes by more than *****, (iii) the type of consideration to be received changes, (iv) there is ***** or greater increase in the amount of the consideration to be escrowed or held back to cover indemnification claims that may be asserted by the Acquiror or in the event of any earn-out or similar payment, (v) there is ***** or greater increase in any cap on indemnification claims that may be recovered by the Acquiror under the definitive acquisition agreement, or (vi) there are one or more changes to any other terms that a sophisticated non-U.S. investor would deem to be material to its decision to make an investment in the Company (in the case of each of clauses (i) through (vi), as compared to the terms most recently furnished to Televisa pursuant to Section 4.8.2(c) or this Section 4.8.9 , as applicable) or (y) there is a change in (i) the Acquiror(s) (other than to one or more controlled Affiliates of such Acquiror(s)) or (ii) terms that would have a material negative impact to the tax and regulatory components of Televisa’s investment in the Company (e.g., material change to the structure of the investment), then the Prospective Selling Stockholders (other than the Televisa Investors, as applicable) and the Company shall give at least forty eight (48) hours’ notice of and disclose such new terms and conditions to Televisa in a Change Notice, Televisa’s most recently effective Merger Exit Participation Election, if any, shall be deemed to be revoked, and Televisa shall notify the Company and, prior to the Principal Investor Two-Thirds Sell-Down, the Prospective Selling Stockholders (other than the Televisa Investors, as applicable), within forty eight (48) hours (in the case of clause (x) ) or five (5) days (in the case of clause (y) ) from receipt of the Change Notice whether it (i) elects to exercise its Merger Exit Participation Rights (which election shall be deemed to be a new, irrevocable Merger Exit Participation Election, unless the material terms or conditions of the Merger Exit change again in the manner described above, in which case the requirements of this Section 4.8.9 shall apply once again), in which case, each other Televisa Investor shall be obligated (in the event Televisa so exercises its Merger Exit Participation Rights, to the same extent as Televisa) to participate in such Merger Exit on the terms and conditions specified herein, or (ii) subject to Section 4.10 , roll-over all of its Shares into equity of
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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the Acquiror and receive cash to the extent provided in Section 4.8.6(b) , in which case, each other Televisa Investor shall be obligated to roll-over all of its respective Shares into equity of the Acquiror and receive cash to the extent provided in Section 4.8.6(b) . Nothing in this Section 4.8.9 shall be construed so as to reduce the time periods provided for in Section 4.8.2 (including the time period following Televisa’s meeting with the ultimate purchaser(s)).
4.8.10 Confidentiality . All confidential and/or proprietary information relating to the Merger Exit that is provided or made available to the Televisa Investors shall be kept strictly confidential in accordance with Section 10.10.1 .
4.8.11 No Right of First Offer . *****
4.8.12 Parallel Sales Process . From the date of delivery of a Merger Exit Notice to the date of the closing of a Merger Exit or termination of the process relating to such Merger Exit, so long as the Company is actively and in good faith pursuing the consummation of such Merger Exit, Televisa shall not direct, request or induce another Person who is not a Televisa Investor to Transfer Shares held by Televisa, other than Transfers in the public market ( provided that Televisa shall not exercise any demand registration rights under the Participation, Registration Rights and Coordination Agreement during such period) to any Person (or actively and intentionally facilitate any such Transfer), other than as part of a Merger Exit as provided herein or offer to arrange financing to any Person related to the purchase of Shares. The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Sponsor Sale or Merger Exit other than as set forth in the Change of Control Procedures. For the avoidance of doubt, this Section 4.8.12 shall in no way derogate from Section 8.3 of the Investment Agreement.
4.8.13 Miscellaneous . Each of the PITV Investors and the Company hereby acknowledges and agrees that time is of the essence for all purposes under this Section 4.8 . All time periods provided in this Section 4.8 are subject to extension during the pendency of, and to comply with and be consistent with any remedies set forth in, any applicable Arbitrator Determination as contemplated in Section 4.9 below.
4.8.14 Sunset . All of the Televisa Investors’ rights under this Section 4.8 shall terminate immediately upon a Televisa Sell-Down.
4.9 Compliance with Sponsor Sale and Merger Exit Procedures . In the event of any dispute between or among the parties to this Agreement relating to or arising out of the Televisa Investors’ rights and obligations in the event of either a Sponsor Sale or a Merger Exit as set forth in Section 4.7 or 4.8 (collectively, the “ Change of Control Procedures ”) or whether a Change of Control is a Compliant Change of Control Transaction, the terms of this
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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Section 4.9 shall apply. For the avoidance of doubt, no Change of Control that is not subject to Section 4.7 or 4.8 or is not a Compliant Change of Control Transaction may be effectuated; it being understood that any disputes regarding compliance with such sections shall be subject to Section 4.9 .
4.9.1 Selection of Arbitrator . Set forth on Schedule 4.9 hereof is a list of Persons qualified as of the Televisa Closing to serve as an arbitrator of disputes arising out of or relating to the Change of Control Procedures. The Company and Televisa will review such list every two years and update it to the extent the parties mutually agree. As promptly as practicable following the delivery of either a Sponsor Sale Notice or a Merger Exit Notice, the Company and Televisa shall contact the first arbitrator listed on Schedule 4.9 and ask him to serve. If such arbitrator is unable to serve (including because of a conflict) or does not accept within five (5) Business Days, then the Company and Televisa shall contact the next arbitrator on the list and repeat this process until an arbitrator is willing and able and agrees to serve as the Arbitrator. In the event that no arbitrator listed on Schedule 4.9 is willing to serve as the Arbitrator, then the Company, acting at the direction of the Majority Principal Investors (or, after the Principal Investor Two-Thirds Sell-Down, the Board), and Televisa shall as promptly as practicable mutually agree on a current or former partner of a nationally recognized law firm whose principal practice is or was public mergers and acquisitions to serve as the Arbitrator. The Arbitrator who is willing and able to serve and agrees to serve shall be the “Arbitrator.”
4.9.2 Initial Meeting . As promptly as practicable following the delivery of either a Sponsor Sale Notice or a Merger Exit Notice, the Company and Televisa will discuss with the Arbitrator the general process that is anticipated and procedures that the Arbitrator may desire to implement in order to be kept informed of material events related to such Sponsor Sale or Merger Exit process.
4.9.3 Breach of Change of Control Procedures . If, at any time after delivery and receipt of a Sponsor Sale Notice or a Merger Exit Notice and selection of the Arbitrator pursuant to Section 4.9.1 , either the Company or Televisa (i) believes that the other party (including the Principal Investors) has breached or failed to comply with any of its obligations required by the Change of Control Procedures (including any obligations set forth in an Arbitrator Determination), (ii) believes that there has been a failure of any of the conditions for its benefit in the Change of Control Procedures, (iii) believes that a Change of Control is or will not be a Compliant Change of Control Transaction, or (iv) otherwise disputes any matter relating to the applicable Change of Control, then the Company or Televisa, as applicable, will promptly deliver written notice to the other party and the Arbitrator alleging such breach or failure and setting forth in reasonable detail the facts and circumstances relating to such alleged breach or failure (the “ Breach Notice ”). In the event that any party hereto becomes aware of a breach or failure which it intends to form the basis for a Breach Notice, such party shall promptly notify the other parties hereto and the Arbitrator. The Company and Televisa shall exercise commercially reasonable efforts to mutually resolve the issues set forth in the Breach Notice and, if applicable, to cure any actual breach of the Change of Control Procedures. If either party believes that the issues set forth in the Breach Notice have
 
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not been resolved by the parties within two (2) Business Days of delivery of the Breach Notice, such party may submit to the Arbitrator a written request that the Arbitrator determine whether a breach or failure exists and the appropriate cure or remedy for such breach or failure (the “ Arbitration Request ”). The Arbitration Request shall be delivered to the non-requesting party on the same date it is delivered to the Arbitrator.
4.9.4 Determination of Arbitrator . The Arbitrator shall have full power and authority to resolve all disputes (including the discretion to order proceedings in the manner the Arbitrator believes will allow appropriate review of any disputes put before the Arbitrator) and, subject to Section 4.9.5 , order remedies relating to the parties’ non-compliance with the Change of Control Procedures, to interpret the requirements of the Change of Control Procedures, or otherwise relating to the applicable Change of Control. The Arbitrator shall, by the end of the third (3 rd ) Business Day following the date of the Arbitrator’s receipt of the Breach Notice (or, if the Arbitrator determines that additional time is necessary, within such additional amount of time), provide a written determination (the “ Arbitrator Determination ”) setting forth whether either party has committed a breach of the Change of Control Procedures (or such other applicable determination) and the appropriate cure or remedy for such breach. The Arbitrator Determination shall be final and binding upon the Company, the Principal Investors and the Televisa Investors (unless vacated or modified by the Delaware Court on the ground that the Arbitrator was biased or engaged in improper conduct or that the ruling was outside the jurisdiction of the Arbitrator as set forth in this Section 4.9 ), none of the Company, the Televisa Investors or the Principal Investors shall have the right to appeal such Arbitrator Determination in any court or otherwise commence any legal action with respect to the breach(es) alleged in the Breach Notice or the cure or remedy ordered by the Arbitrator (other than on the ground that the Arbitrator was biased or engaged in improper conduct or that the ruling was outside the jurisdiction of the Arbitrator as set forth in this Section 4.9 ). All issues concerning the arbitrability of any matter relating to the Change of Control Procedures or the applicable Change of Control shall be determined by the Arbitrator and not by any court of law or any other method. The jurisdiction of the Arbitrator shall be limited to enforcing the terms of the Change of Control Procedures, ensuring that a Change of Control is a Compliant Change of Control Transaction, and/or resolving any other disputed matters relating to the applicable Change of Control during the Sponsor Sale or Merger Exit process and promptly thereafter in connection with any claims of breach of or non-compliance with the Change of Control Procedures, that a Change of Control was not a Compliant Change of Control Transaction, and/or relating to the applicable Change of Control, including with respect to the remedies set forth under Section 4.9.5 . The Arbitrator shall not have jurisdiction before the initiation of or, except as provided in the foregoing sentence, following the consummation or other termination of the Sponsor Sale or Merger Exit process. Any Arbitrator Determination shall be enforceable in the Delaware Court, and such Delaware Court shall have the power to order provisional remedies to enforce such Arbitrator Determination, and the parties consent to in personam jurisdiction in such court, and no actions arising out of or relating to the Change of Control Procedures or a Change of Control or the arbitration relating thereto may be commenced in any other court.
 
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4.9.5 Remedies . The remedies set forth in the Arbitrator Determination shall be designed by the Arbitrator in a manner as to (x) remedy promptly the breach or failure to comply with or failure of conditions in the Change of Control Procedures, (y) permit the Sponsor Sale or Merger Exit to proceed expeditiously (both before and after execution of the definitive agreements between the Prospective Selling Stockholders and/or the Company and the Prospective Buyer(s) and as set forth in any such definitive agreement), unless such Sponsor Sale or Merger Exit is not permitted under this Agreement or under the Transaction Agreements (for example, if such transaction is with a Restricted Person or is not compliant with Section 4.10 ) and (z) ensure that any permissible Change of Control transaction is a Compliant Change of Control Transaction. The remedies the Arbitrator may designate in the Arbitrator Determination shall be limited to the following:
(a) The Arbitrator may award equitable relief including (x) mandatory injunctions compelling the Company, the Principal Investors or the Televisa Investors to act and (y) prohibitory injunctions restraining the Company, the Principal Investors or the Televisa Investors from any action, in each case, in connection with the Sponsor Sale or Merger Exit process. Such equitable relief may include, but shall not be limited to, the following:
(i) in the event that the Arbitrator determines that the breaching party has not provided the aggrieved party with the amount of time to make a specified decision or take a specified action as required by the Change of Control Procedures, the remedy shall be providing the aggrieved party with such amount of time following the Arbitrator Determination so that the aggrieved party may make such decision or take such action;
(ii) in the event that the Arbitrator determines that the breaching party has not provided the aggrieved party with information as required by the Change of Control Procedures, the remedy shall be that the breaching party shall provide the aggrieved party with such information and providing the aggrieved party with the time periods following the Arbitrator Determination set forth in this Agreement relating to its review of such information;
(iii) in the event that the Arbitrator determines that the breaching party has failed to act or inform the aggrieved party of a decision within a certain period of time as required by the Change of Control Procedures, the remedy shall be that the breaching party is immediately required to take such action or make such decision; and
(iv) other equitable or interim relief that the Arbitrator deems appropriate.
(b) The Arbitrator shall have no jurisdiction at any time to award monetary relief for any breach or failure to act; and
(c) The Arbitrator shall be permitted, in the Arbitrator’s sole discretion, to declare any Change of Control (whether a Sponsor Sale, a Merger Exit or otherwise) a Compliant Change of Control Transaction or declare any Change of Control which is not a Compliant Change of Control Transaction to be null and void ab initio , and in all cases shall provide other equitable relief sufficient to ensure that the applicable Change of Control proceeds as promptly as practicable and results in a Compliant Change of Control Transaction.
 
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4.9.6 Cooperation with Arbitrator . The Company, the Principal Investors and the Televisa Investors shall fully cooperate with the Arbitrator and provide the Arbitrator with all information reasonably necessary to make the Arbitration Determination. Upon the request of the Arbitrator, each of the Company, the Principal Investors and the Televisa Investors shall make its officers and representatives readily available for conferences and meetings with the Arbitrator to expedite the delivery of the Arbitration Determination; provided that there shall be no ex parte communication between any party or its representatives and the Arbitrator.
4.9.7 Pendency of Arbitration . The Company, the Principal Investors and the Televisa Investors acknowledge and agree that no definitive agreement providing for a Sponsor Sale or Merger Exit shall be executed and no Sponsor Sale or Merger Exit shall be consummated (i) until an Arbitrator has been appointed and there is an opportunity for the parties to hold the initial meeting with the Arbitrator to discuss the Change of Control process as contemplated by Section 4.9.2 , (ii) during the pendency of the Arbitrator’s review of an Arbitration Request brought by Televisa or an Arbitration Request relating to a right or condition for the benefit of the Televisa Investors, including any Arbitration Request relating to a failure to comply with any Arbitrator Determination or (iii) until the Arbitrator Determination has been fully complied with.
4.9.8 Expenses of the Arbitrator . The fees, costs and expenses of the Arbitrator incurred in connection with the Arbitrator’s investigation of and determination with respect to any breach alleged in a Breach Notice shall be borne by the Company.
4.9.9 Confidentiality . For the avoidance of doubt, any arbitration arising out of the Change of Control Procedures and all discussions or communications relating thereto shall be subject to the confidentiality obligations set forth in Section 10.10.1 .
4.10 Tax Matters .
4.10.1 Exit Transaction . Subject to Section 4.10.3 , prior to executing a binding agreement providing for, or entering into or consummating, any transaction or series of related transactions that would result in a sale or exchange or similar Transfer (e.g., conversion in a merger) of all or a substantial portion of the Shares held by the Principal Investors and Televisa or a sale of all or substantially all of the assets of the Company (it being understood that if the Company is not the ultimate parent company of Univision whose shares are held by the Principal Investors and Televisa Investors, the provisions of this Section 4.10 shall instead apply to such parent company and references to the “Company” and the “Shares” shall be deemed to be references to such parent
 
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company and shares of such parent company, respectively) or the Company and its subsidiaries (considered collectively) (including a Sponsor Sale or Merger Exit) (an “ Exit Transaction ”), the Principal Investors will (i) provide Televisa with a written description of such Exit Transaction, including the price, form of consideration and other key contractual terms and conditions of such Exit Transaction consistent with a Sponsor Sale Notice or Merger Exit Notice (regardless of whether such notices are required to be delivered pursuant to the Change of Control Procedures), (ii) provide Televisa with a reasonable opportunity to evaluate the tax consequences to Televisa of such Exit Transaction, and (iii) at Televisa’s request, implement modifications to such transaction structure or alternative transaction structures proposed by Televisa in view of adverse tax consequences or tax benefits; provided , that such modifications or alternative transaction structures do not result in an adverse impact to the Principal Investors that is material to the Principal Investors relative to their anticipated net proceeds in the Exit Transaction.
4.10.2 Exit Transactions Requiring the Consent of Televisa . Notwithstanding Section 4.10.1 or any provisions of the Transaction Agreements other than this Section 4.10 , the Principal Investors and/or the Company will not be permitted to execute a binding agreement providing for, or enter into or consummate, any Exit Transaction described below without Televisa’s prior written consent:
(a) any Exit Transaction that would have adverse U.S. tax consequences that would be material to Televisa or any of its Affiliates if Televisa and/or such Affiliates were U.S. corporations; or
(b) unless Televisa obtains a ruling from the Mexican taxing authorities (which Televisa must use commercially reasonable efforts to obtain upon request by the Company), in form and substance satisfactory to Televisa, confirming the tax-free nature of such a transaction to Televisa and its subsidiaries, any Exit Transaction that is structured as:
(i) a transaction in which Shares held by Televisa are exchanged (whether by merger or otherwise) for securities of any other entity;
(ii) a merger in which the Company is the surviving entity and the Shares held by Televisa are exchanged for cash and/or securities and/or other assets;
(iii) a merger in which the Company is not the surviving entity;
(iv) a sale or exchange by the Company and/or its subsidiaries of substantially all of their collective assets (including shares of their subsidiaries).
 
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4.10.3 Permitted Exit Transactions . Notwithstanding anything to the contrary contained in Section 4.10.1 or 4.10.2 , but subject to Section 3.3.2 , the Principal Investors and/or the Company are permitted to execute agreements providing for, or enter into and consummate, any Exit Transaction described below without Televisa’s prior written consent; provided , that such Exit Transactions may remain subject to other applicable provisions of the Transaction Agreements, including Sections 3 , 4.7 , 4.8 and 4.9 ,:
(a) a direct sale or exchange by the Principal Investors (other than pursuant to a merger) of all or a portion of their shares of the Company; or
(b) a merger into the Company of a corporation (with no material assets or material liabilities other than related to funding (including borrowing) of the consideration for the merger) in which the Company is the surviving entity and Shares held by Televisa remain outstanding without modification;
provided , that in the case of clause (a)  above, where shares of Common Stock representing more than 15% of the then outstanding shares of Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis) are proposed to be Transferred and other than in sales pursuant to Section 3.1.3 and in the case of clause (b)  above, prior to entering into any such transaction, the Principal Investors and the Company, as applicable, will comply with clauses (i)  and (ii)  of Section 4.10.1 and will consider in good faith any modifications suggested by Televisa, but shall have no obligation to implement such modifications. In addition, the provisions contained in Sections 4.10.1 and 4.10.2 shall not apply to an Exit Transaction in which Televisa exercises its tag-along rights pursuant to Section 4.1 ; provided , that the Principal Investors comply with clauses (i)  and (ii)  of Section 4.10.1 and consider in good faith any modifications suggested by Televisa (though the Principal Investors shall have no obligation to implement such modifications).
4.11 Period . The provisions of Sections 4.1 (other than with respect to Televisa Investors), 4.2 , and 4.3 shall expire as to any Share on the earlier of (i) a Change of Control (other than a Change of Control involving any Purchaser of Control, as provided in Section 3.8 above) and (ii) the Principal Investor Sell-Down; provided that Section 4.1 shall expire as to any Shares held by a Bank Investor only upon a Principal Investor Two-Thirds Sell-Down. The provisions of Section 4.6 shall expire as to any Share on the applicable Principal Investor’s Principal Investor Two-Thirds Sell-Down. For the avoidance of doubt, the provisions of Sections 4.1 (with respect to Televisa Investors), 4.7 , 4.8 , 4.9 , 4.10 and 4.13 shall survive any Public Offering or Change of Control.
4.12 Exchanges of Equity . Any number of shares of Common Stock acquired by any Televisa Investor (or any FCC-Approved Trust) are issued pursuant to the exercise of TV Warrants or are purchased from BMPS2 or BMPS4 may, at the option of any Televisa Investor (or any such FCC-Approved Trust or the Company), be exchanged for TV Warrants exercisable, for the same percentage of shares of Common Stock (including such TV Warrants on an as-exercised basis) as represented by the shares of Common Stock for which such TV Warrants were exchanged.
4.13 Other Mergers and Similar Transactions . The Company shall not agree to or consummate any merger, consolidation, reorganization or similar transaction between or among the Company and any other Person (whether such Person is an Affiliate or not an Affiliate of the Company), that does not result in a Change of Control (which for the
 
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avoidance of doubt, is governed by other provisions hereof) (a “ Non-Change of Control Merger ”), unless, following the consummation of such transaction, (a) the Televisa’s Investors’ rights and obligations pursuant to the Transaction Agreements shall continue with respect to the surviving corporation or successor to the extent provided therein; except, for the sake of clarity, to the extent those rights have otherwise terminated in accordance with their respective terms; (b) the Televisa Investors shall have no greater obligations with respect to the surviving corporation or successor and its stockholders under the Transaction Agreements than they had to the Company, its subsidiaries and its parent entities, if any, and the Principal Investors under the Transaction Agreements immediately prior to the Non-Change of Control Merger; (c) the surviving corporation or successor (or its parent, if the surviving corporation or successor is a wholly-owned subsidiary of such parent) shall become a party to the Transaction Agreements to which the Company (or, if applicable, selling stockholders, if any) is a party and assume all obligations of the Company pursuant thereto in effect immediately prior to the consummation of such Non-Change of Control Merger (and, if applicable, selling stockholders, if any, shall remain bound by the terms of the Transaction Agreements to the extent they retain any shares); (d) such Non-Change of Control Merger is not with a Restricted Person; (e)  Section 4.10 hereof is complied with if and to the extent applicable; and (f) the Televisa Investors do not suffer any dilution in such Non-Change of Control Merger other than pro rata with all other Stockholders, provided that in any case such Non-Change of Control Merger may not cause the Post Transaction Percentage of a Televisa Investor to be less than ***** of the Pre Transaction Percentage of such Televisa Investor and shall not cause the aggregate Post Transaction Percentage of all of the Televisa Investors to be reduced below:
(i) ***** (if the Capital Percentage of the Televisa Investors, in the aggregate, is ***** immediately prior to such Non-Change of Control Merger);
(ii) if the Capital Percentage of the Televisa Investors, in the aggregate, is greater than ***** but less than ***** immediately prior to such Non-Change of Control Merger, a percentage equal to ***** multiplied by the Capital Percentage of the Televisa Investors, in the aggregate, immediately prior to such Non-Change of Control Merger (but not less than ***** );
(iii) ***** (if the Capital Percentage of the Televisa Investors is, in the aggregate, ***** immediately prior to such Non-Change of Control Merger); or
(iv) if the Capital Percentage of the Televisa Investors, in the aggregate, is less than ***** immediately prior to such Non-Change of Control Merger, a percentage equal to ***** multiplied by the Capital Percentage of the Televisa Investors, in the aggregate, immediately prior to such Non-Change of Control Merger.
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
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5. MAXIMUM EQUITY PERCENTAGE; MAXIMUM VOTING PERCENTAGE; MAXIMUM CAPITAL PERCENTAGE ; AND HOLDER LOCK UP.
5.1 Maximum Equity Percentage; Maximum Voting Percentage; Maximum Capital Percentage .
5.1.1 Notwithstanding anything to the contrary in any of the Transaction Agreements but subject to Section 8.3(b) of the Investment Agreement, and subject to permitted changes in percentage ownership in a Compliant Change of Control Transaction, Televisa covenants and agrees that, in the case of clauses (i) and (ii) below, until both a Sponsor Exit Sell-Down and receipt of TOC Approval, (i) the Equity Percentage of the Televisa Investors shall not exceed the Maximum Equity Percentage at any time, (ii) the Voting Percentage of the Televisa Investors shall not exceed the Maximum Voting Percentage at any time, and (iii) the Capital Percentage of the Televisa Investors shall not exceed the Maximum Capital Percentage at any time, provided , that following the satisfaction of the Standstill Release Requirements the Capital Percentage of the Televisa Investors may exceed the Maximum Capital Percentage only to the extent permitted in Section 8.3(b) of the Investment Agreement; provided , however , that this Section 5.1.1 shall not limit or prevent (a) increases in Televisa’s Equity Percentage, Voting Percentage or Capital Percentage which result from any share repurchase, recapitalization, acquisition or similar action taken or instituted by the Company or any of its subsidiaries) or (b) the exercise of the TV Warrants in compliance with the two (2) Business Day time limitation set forth in Section [    ] of the TV Warrants in conjunction with a Transfer of such TV Warrants (or the shares of Common Stock into which they have been converted). Notwithstanding the immediately preceding sentence, in connection with any repurchases by the Company of its Common Stock after the Initial Public Offering and thereafter while shares of Common Stock are publicly traded on a national securities exchange, if such repurchases result in (i) the Equity Percentage of the Televisa Investors exceeding the Maximum Equity Percentage or (ii) the Voting Percentage of the Televisa Investors exceeding the Maximum Voting Percentage, then the Company shall promptly notify the Televisa Investors of the number of shares of Common Stock repurchased by the Company and the applicable maximum percentage which the Televisa Investors’ Shares exceed and shall provide the Televisa Investors with a certificate signed by an authorized Senior Officer stating that such repurchase has occurred and the number of shares of Common Stock which have been repurchased by the Company. Not later than the fifteenth (15 th ) business day after the Televisa Investors receive such notice and certificate, the Televisa Investors will convert (by delivery to the Company of (x) written notice of such conversion and (y) the certificate(s), duly endorsed for transfer, evidencing such shares to be converted), and each Televisa Investor hereby authorizes the Company to convert on its behalf, and such conversion shall be deemed to automatically have occurred, in the event it fails to deliver to the Company within such 15 business-day period the items set forth in clauses (x) and (y) above, in accordance with the provisions of the Charter with respect to such Common Stock, in the event clause (i) above is applicable, an amount of the Televisa Investors’ Shares of Class T-2 Common Stock or, once no Class T-2 Common Stock remains outstanding, Class T-1 Common Stock (in each case pro rata amongst the Televisa Investors, based on the number of shares of Class T-2 Common Stock held by all Televisa Investors or as
 
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otherwise determined by Televisa) into TV Warrants such that the Televisa Investors’ aggregate Equity Percentage is no greater than the Maximum Equity Percentage, and in the event clause (ii) above is applicable (after taking into account such conversion into TV Warrants), an amount of the Televisa Investors’ shares of Class T-1 Common Stock (pro rata amongst the Televisa Investors, based on the number of shares of Class T-1 Common Stock held by such Televisa Investors or as otherwise determined by Televisa) into shares of Class T-2 Common Stock such that the Televisa Investors’ aggregate Voting Percentage is no greater than the Maximum Voting Percentage. In each case, the Company shall promptly thereafter issue and send to the applicable Televisa Investors new certificates, registered in the name of such Televisa Investors, evidencing the applicable shares of Common Stock or TV Warrants into which such Televisa Investors converted their respective shares of Common Stock. Notwithstanding the foregoing, the Parties agree and acknowledge that Televisa and its Permitted Transferees shall have no obligation to procure the agreement of, or compliance by, any Televisa Investor who is not a Permitted Transferee of Televisa and Televisa’s Voting Percentage, Equity Percentage and Capital Percentage of shall not be adversely affected as a result of such non-compliance.
5.1.2 Notwithstanding anything to the contrary in any of the Transaction Agreements, and subject to permitted changes in percentage ownership in a Compliant Change of Control Transaction, each Principal Investor Group, Bank Investor and Glade Brook covenants and agrees that, until both a Sponsor Exit Sell-Down and receipt of TOC Approval, such Person’s Non-Televisa FO Voting Percentage shall not exceed its Pro Rata Portion of the Non-Televisa FO Voting Cap.
5.1.3 Notwithstanding the foregoing provisions in Section 5.1.1 , the provisions of Section 5.1.1 shall no longer apply in the event that any of the Company, BMPH or Univision or any subsidiary thereof that is a Significant Subsidiary commences or becomes subject to as debtor (voluntarily or involuntarily) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under the Laws of any jurisdiction by any Person (other than due to a breach by a Televisa Investor of its obligations under Section 4.5 of the Principal Investor Agreement); provided that if such case, action or proceeding is involuntary, it shall have continued undismissed for sixty (60) days or more or an order or decree approving or ordering any of the foregoing shall be entered prior to the end of such sixty (60) day period.
5.1.4 If at any time after the date hereof there is an increase in the Foreign Ownership Cap or the FCC Individual FO Equity Cap that results in an increase in the Maximum Equity Percentage or the Maximum Voting Percentage, then (a) in the case of an increase in the Maximum Equity Percentage, (i) the Televisa Investors may, and (ii) Televisa covenants and agrees that, within three (3) Business Days after Televisa’s receipt of written notice from the Company of the effectiveness and amount of the percentage increase in the Maximum Equity Percentage, Televisa shall cause the Televisa
 
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Investors to, convert all or such portion of the TV Warrants into Shares of Class T-1 Common Stock as is required to cause the Equity Percentage of the Televisa Investors to equal the lower of the Maximum Equity Percentage and the Maximum Voting Percentage and, thereafter, convert all or such portion (if any) of the TV Warrants into Shares of Class T-2 Common Stock as is required to cause the Equity Percentage of the Televisa Investors to equal the Maximum Equity Percentage, and (b) in the case of an increase in the Maximum Voting Percentage, Televisa may convert all or such portion of the Shares of Class T-2 Common Stock of the Televisa Investors into Shares of Class T-1 Common Stock and, once no shares of Class T-2 Common Stock remain outstanding, convert all or such portion (if any) of the TV Warrants into Shares of Class T-1 Common Stock as is required to cause the Equity Percentage of the Televisa Investors to equal the Maximum Voting Percentage, in each case, as so increased as a result of the increase in the Foreign Ownership Cap and/or FCC Individual FO Equity Cap. If at any time after the date hereof there is an increase in the Foreign Ownership Cap or the FCC Individual FO Equity Cap that results in an increase in the Maximum Equity Percentage or the Maximum Voting Percentage, the Televisa Investors shall first increase their Equity Percentage and/or their Voting Percentage pursuant to the preceding sentence and, if the Televisa Investors do not hold TV Warrants at such time, then the Televisa Investors may increase their Equity Percentage and/or their Voting Percentage by acquiring Common Stock subject to the other applicable provisions of the Transaction Agreements.
5.2 Holder Lock Up . In connection with each underwritten Public Offering, each Stockholder hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering restricting such Stockholder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, in each case if and to the extent that such restrictions are agreed to by the Majority PITV Investors (or a majority of the shares of Common Stock if there are no PITV Investors remaining) with the underwriter(s) of such Public Offering; provided , however , that no Stockholder shall be required by this Section 5.2 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in (i) open market transactions or block purchases after the completion of the Initial Public Offering or (ii) a Public Offering, (b) Transfers to Permitted Transferees of such Stockholder permitted in accordance with the terms of this Agreement, (c) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder, (d) exercise of the TV Warrants and (e) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization permitted in accordance with the terms of this Agreement.
5.3 Liquidity Process for Televisa .
5.3.1 Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Agreements, in the event that a Strategic Buyer acquires, in one
 
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or more transactions, a majority of the voting Common Stock and fully diluted Shares of the Company (the date of such majority acquisition, the “ Majority Acquisition Date ”), then, prior to the earlier of (a) the third anniversary of the Majority Acquisition Date and (b) a Qualified Public Offering that was not pursuant to a Televisa Demand Public Offering (including any subsequent exercise by the Televisa Investors of a PRRCA Demand Right) (a “ Non-TV Initiated QPO ”), no Televisa Investor shall be permitted to (x) Transfer any of its Shares pursuant to Section 3.1.5 , or (y) exercise PRRCA Demand Rights without the prior written consent of the Strategic Buyer.
5.3.2 (a) If there has not been a Non-TV Initiated QPO prior thereto, then commencing on the third anniversary of the Majority Acquisition Date until the fourth anniversary of the Majority Acquisition Date (the “ Third Anniversary Period ”), Televisa shall have the right, exercisable upon written notice to the Strategic Buyer, to require that the Company (or, if the Company has been merged with or into another entity, the surviving entity in which the Televisa Investors hold shares of common stock or securities convertible into common stock as a result of such merger) effectuate a registered public offering of Shares held by Televisa Investors requested to be registered in accordance with, and subject to, the applicable terms set forth in Section 5.3.4 and Section 5.4 (a “ Demand Public Offering ”); provided that the demanding Televisa Investors shall have first provided the Strategic Buyer the right of first offer to acquire all of such Shares proposed to be sold by such Televisa Investors in such Demand Public Offering, and such Shares shall not have been purchased by the Strategic Buyer, in accordance with the provisions of Section 5.5 (the “ Strategic ROFO ”) (any such right, a “ Liquidity Right ”).
(a) If there has not been a Non-TV Initiated QPO prior thereto, then commencing on the fourth anniversary of the Majority Acquisition Date until the fifth anniversary of the Majority Acquisition Date, the Televisa Investors shall be entitled to exercise a Liquidity Right during such period (the “ Fourth Anniversary Period ”), subject to the Strategic ROFO.
(b) If there has not been a Non-TV Initiated QPO prior thereto, then commencing on the fifth anniversary of the Majority Acquisition Date until the sixth anniversary of the Majority Acquisition Date, Televisa shall be entitled to exercise a Liquidity Right during such period (the “ Fifth Anniversary Period ”), subject to the Strategic ROFO.
(c) If Televisa did not exercise a Liquidity Right during the Third Anniversary Period or during the Fourth Anniversary Period but has exercised a Liquidity Right during the Fifth Anniversary Period and if there has not been a Non-TV Initiated QPO prior thereto, then commencing on the sixth anniversary of the Majority Acquisition Date until the seventh anniversary of the Majority Acquisition Date, Televisa Investors shall be entitled to exercise a Liquidity Right during such period (the “ Sixth Anniversary Period ”), subject to the Strategic ROFO.
(d) No Liquidity Right may be exercised following the consummation of the first Demand Public Offering; it being understood that thereafter Televisa shall have PRRCA Demand Rights, subject to the Strategic ROFO and the limitations set forth in Section 5.3.4, to the extent applicable.
 
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5.3.3 To exercise a Liquidity Right, Televisa shall furnish to the Strategic Buyer a written notice of such election (the “ Election Notice ”), which notice shall (x) specify the number of Shares held by Televisa Investors with respect to which the Liquidity Right is being exercised, which number of Shares shall not exceed the applicable amount set forth in Section 5.3.4 (such number of Shares, the “ Exercise Shares ”), and (y) the price per Share at which Televisa would be prepared to sell such Shares to the Strategic Buyer ( provided that no Televisa Investor shall be obligated to sell at such price or any other specific price whether to the Strategic Buyer or in a Public Offering). Not more than one Election Notice may be given in any period of twelve (12) consecutive months. A Demand Public Offering shall be consummated in compliance with Section 5.4 . A Strategic ROFO shall be consummated in accordance with Section 5.5 .
5.3.4 Notwithstanding anything to the contrary herein or in the Participation, Registration Rights and Coordination Agreement, the maximum number of Shares any or all of the Televisa Investors may propose to sell pursuant to any Aggregated Transfer shall be subject to the following limitations:
(a) the number of Shares that Televisa Investors may propose to sell during the Third Anniversary Period pursuant to one or more Aggregated Transfers during the Third Anniversary Period shall not exceed one-third of the aggregate number of Shares (on an as-converted and as-exercised basis) held by Televisa Investors on the Majority Acquisition Date (the “ Initial Stake ”);
(b) the number of Shares that Televisa Investors may propose to sell during the Fourth Anniversary Period pursuant to one or more Aggregated Transfers during the Fourth Anniversary Period shall not exceed one-third of the Initial Stake; provided that, if Televisa has not exercised its Liquidity Right during the Third Anniversary Period, the Televisa Investors may offer to sell during the Fourth Anniversary Period one-half of the Initial Stake pursuant to one or more Aggregated Transfers during the Fourth Anniversary Period;
(c) the number of Shares that Televisa Investors may propose to sell during the Fifth Anniversary Period pursuant to one or more Aggregated Transfers during the Fifth Anniversary Period shall not exceed one-half of the Initial Stake; and
(d) the number of Shares the TV Investors may propose to sell during the Sixth Anniversary Period pursuant to one or more Aggregated Transfers during the Sixth Anniversary Period (if applicable) shall not exceed the lesser of the remainder of the Initial Stake and one-half of the Initial Stake.
 
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5.3.5 If there has not been a Non-TV Initiated QPO, and Televisa has sold any Shares pursuant to a Demand Public Offering, thereafter and until a Principal Investor Sell Down has occurred if Televisa wishes to Transfer Shares pursuant to a PRRCA Demand Right, it may do so only if the Strategic Buyer is afforded a Strategic ROFO with respect to the number of Shares that Televisa Investors request to sell pursuant to any such PRRCA Demand Right in accordance with Section 5.5 . Notwithstanding the foregoing, the limitations contained in Sections 5.3 through 5.5 shall not apply if following a Demand Public Offering, the Company, the Strategic Buyer and/or Stockholders other than Televisa have Sold, in one or more Public Offerings (including in the Demand Public Offering), Shares representing, in the aggregate, more than 15% of the Shares (on an as-exercised and as-converted basis) outstanding as at the time that notice of exercise of any subsequent PRRCA Demand Right is given to the Company. In addition, for the avoidance of doubt and for the purposes of clarity, upon the occurrence of a Non-TV Initiated QPO, the provisions of and the rights and obligations under Sections 5.3 through 5.5 hereof shall cease to apply and Televisa shall continue to have the rights afforded to it under the Participation, Registration Rights and Coordination Agreement, unless prior to such Non-TV Initiated QPO, Televisa has sold Shares pursuant to a Demand Public Offering, in which case, such provisions shall continue to apply in accordance with their terms.
5.4 Demand Public Offering .
5.4.1 In the event that the Strategic Buyer is obligated to effect the Demand Public Offering pursuant to Section 5.3.2 , then the Company shall, as soon as reasonably possible but in any event within forty-five (45) days following the Election Notice, file a registration statement under the Securities Act for a Public Offering (including by means of a shelf registration pursuant to Rule 415 if so requested by Televisa if the Company is then eligible to use such registration) of all of the Shares the Televisa Investors are entitled to have registered and effect such registration as soon as reasonably practicable; provided that if the Televisa Investors are not permitted to register and sell at least 80% of the Shares the Televisa Investors are entitled to and seek to have registered in such registration statement, then the number of Televisa Requests that the Majority Televisa Investors shall be entitled to make pursuant to Section 3.1.1 of the Participation, Registration Rights and Coordination Agreement shall be increased to include one additional Televisa Request. The Company will use its best efforts to (x) effect the registration under the Securities Act of such Shares to the extent required to permit the disposition (in accordance with the Televisa Investors’ intended methods of distribution and as otherwise specified the Televisa Investors), and (y) obtain acceleration of the effective date of the registration statement relating to such registration (when directed by the Televisa Investors); provided , however , that the Company shall not be obligated to effect any such registration pursuant to this Section 5.4.1 in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
5.4.2 The Company, the Strategic Buyer, the Televisa Investors and the other Holders shall have the rights and obligations with respect to the Demand Public Offering
 
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which are applicable to a Televisa Request as set forth in the Participation, Registration Rights and Coordination Agreement; provided that the terms of Section 3.1.1 thereof shall not apply to the Demand Public Offering and, for the avoidance of doubt, no Exercise Notice or Demand Public Offering shall constitute a Televisa Request for purposes of Section 3.1.1 thereof.
5.5 Strategic ROFO . Prior to exercising a Liquidity Right or a PRRCA Demand Right, Televisa shall deliver written notice to the Strategic Buyer of its intent to sell Shares pursuant to its Liquidity Right or PRRCA Demand Right, as applicable (the “ ROFO Notice ”). The ROFO Notice shall set forth the number of Shares proposed to be sold by the Televisa Investors, the proposed method of disposition and the price per Share Televisa expects ( provided that no Televisa Investor shall be obligated to sell at such price or any other specific price whether to the Strategic Buyer or in a Public Offering), if it has an expectation, to receive upon consummation of such proposed Sale. Within five (5) Business Days of the receipt of such ROFO Notice the Strategic Buyer may give written notice to Televisa that it desires to discuss purchasing such Shares (the “ Exercise Notice ”). If the Strategic Buyer elects to discuss the purchase of such Shares, then during the twenty (20) Business Day period following the delivery of the Exercise Notice (the “ Negotiation Period ”), Televisa and the Strategic Buyer shall negotiate in good faith regarding the purchase of such Shares by the Company or the Strategic Buyer. The Strategic Buyer shall not be obligated to register, and Televisa shall not have any rights to exercise, any right to initiate a Demand Public Offering or a PRRCA Demand Right until the expiration of the Negotiation Period. If Televisa and the Strategic Buyer are able to agree upon the terms of such proposed Sale, they shall enter into a binding agreement within thirty (30) days of the delivery of the Exercise Notice. Each Strategic ROFO must be consummated within ninety (90) days of the Exercise Notice or at such other time as is mutually agreed between Televisa and the Strategic Buyer. If the Strategic ROFO is not consummated within such 90 day period, Televisa shall have the right to require the Demand Public Offering or the PRRCA Demand Right, as applicable.
5.6 Nothing herein shall affect Section 3.2.1 of the Participation, Registration Rights and Coordination Agreement and Televisa’s rights thereunder or derogate from any other rights or obligations of the parties hereto under this Agreement or the Participation, Registration Rights and Coordination Agreement.
6. REMEDIES .
6.1 Generally . The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder, subject to the provisions of Section 4.9 . The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances, subject to the provisions of Section 4.9 .
 
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6.2 Deposit . Without limiting the generality of Section 6.1 , if any Stockholder fails to (a) deliver to the purchaser thereof the certificate or certificates evidencing Shares to be Sold pursuant to Section 4 or (b) deliver to the Company an affidavit of the registered owner of such Shares with respect to the ownership and the loss, theft, destruction or mutilation of the certificate evidencing such Shares accompanied by an indemnity reasonably satisfactory to the Company (it being understood that if the holder is a Qualified Institutional Investor, any other holder of Shares which is an entity regularly engaged in the business of investing in companies and meeting such requirements of creditworthiness as may reasonably be imposed by the Company such Person’s own agreement will be satisfactory) such that the Company is willing to issue a new certificate to the purchaser evidencing the Shares being Sold (an “ Affidavit and Indemnity ”), then such purchaser may, provided it signs an agreement agreeing to be bound by the terms of this Section 6.2 if it is not otherwise already agreeing to be bound by the terms of this Agreement generally, at its option and in addition to all other remedies it may have, deposit the purchase price for such Shares with any national bank or, trust company having combined capital, surplus and undivided profits in excess of One Hundred Million Dollars ($100,000,000) (the “ Escrow Agent ”) and the Company shall cancel on its books the certificate or certificates representing such Shares and thereupon all of such holder’s rights in and to such Shares (other than the right to receive the applicable purchase price in accordance with the terms of this Section 6.2 ) shall terminate. Thereafter, upon delivery to such purchaser stock powers duly endorsed, for transfer, with signature guaranteed, free and clear of any liens or encumbrances, and with any transfer tax stamps affixed) or upon delivery by such holder of an Affidavit and Indemnity to the Company such purchaser shall instruct the Escrow Agent to deliver the purchase price for such Shares (without any interest from the date of the closing to the date of such delivery, any such interest to accrue to such purchaser), less the reasonable fees and expenses of the Escrow Agent, to such holder. Each Stockholder hereby constitutes and appoints each PITV Investor, or any of them, with full power of substitution, as such Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’s name, place and stead, to execute and deliver any escrow agreement in customary form entered into with respect to such Stockholder in accordance with this Section 6.2 , and such PITV Investor shall provide a copy of such agreement to such Stockholder within five (5) Business Days of execution; provided , however , that failure to deliver such documents within such time period shall not impair or affect the validity of such agreements. The foregoing power of attorney is coupled with an interest and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder.
7. LEGENDS .
7.1 Restrictive Legend . Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:
“THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT (AS MAY BE AMENDED FROM TIME TO TIME) TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT
 
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INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”
Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.
7.2 1933 Act Legends . Each certificate representing Shares shall have the following legend endorsed conspicuously thereupon:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (A) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE ACT; PROVIDED THAT THE ISSUER MAY REQUIRE THE TRANSFEROR TO DELIVER AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER REGARDING THE AVAILABILITY OF SUCH AN EXEMPTION.”
7.3 Stop Transfer Instruction . The Company or BMPH will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends and this Agreement are satisfied.
7.4 Termination of 1933 Act Legend . The requirement imposed by Section 7.2 hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of counsel reasonably acceptable to the Company, such legend is no longer required in order to assure compliance by the Company with the Securities Act, or (b) when such Shares have been registered pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144. Whenever (x) such requirement shall cease and terminate as to any Shares or (y) such Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the Company or BMPH, as the case may be, without expense, new certificates not bearing the legend set forth in Section 7.2 hereof.
7.5 Shares Held by Co-Investment Vehicles . Each Principal Investor Group agrees to convert any shares of Class S-1 Common Stock held by the Co-Investment Vehicles of such Principal Investor Group at any time into shares of Class S-2 Common Stock upon the receipt thereof by such Co-Investment Vehicle.
 
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7.6 Shares Held by Televisa . In the event any stockholder converts its voting shares of Common Stock into non-voting shares of Common Stock, the Company shall promptly notify the Televisa Investors of such conversion and the number of voting shares of Common Stock that is or will be held by such stockholder and all stockholders following such conversion and shall provide the Televisa Investors with a certificate signed by an authorized Senior Officer stating that such conversion has occurred, the number of shares of Common Stock which have been converted and, if actually known to the Company, the reasons for effectuating such conversion. Not later than the fifteenth (15 th ) Business Day after the Televisa Investors receive such notice and certificate, the Televisa Investors will convert (by delivery to the Company of (i) written notice of such conversion and (ii) the certificate(s), duly endorsed for transfer, evidencing such shares to be converted), and each Televisa Investor hereby authorizes the Company to convert on its behalf, and such conversion shall be deemed to automatically have occurred, in the event it fails to deliver to the Company within such 15 business day period the items set forth in clauses (i) and (ii) above, in accordance with the provisions of the Charter with respect to such Common Stock, an amount of the Televisa Investors’ shares of Class T-1 Common Stock (pro-rata amongst the Televisa Investors, based on the number of shares of Class T-1 Common Stock held by such Televisa Investors or as otherwise determined by Televisa) into shares of Class T-2 Common Stock such that the Televisa Investors’ aggregate Voting Percentage is no greater than the Maximum Voting Percentage (i.e., if the Televisa Investors’ aggregate Voting Percentage is increased by the conversion by a Stockholder of its voting shares of Common Stock into non-voting shares of Common Stock but the Televisa Investors’ aggregate Voting Percentage is as a result thereof less than or equal to the Maximum Voting Percentage, then no conversion of any shares of Class T-1 Common Stock of Televisa Investors will be required). In the event any Stockholder converts its non-voting shares of Common Stock into voting shares of Common Stock, the Company shall promptly notify the Televisa Investors of such conversion and the number of non-voting shares of Common Stock that is or will be held by such Stockholder and all Stockholders of the Company following such conversion and shall provide the Televisa Investors with a certificate signed by an authorized Senior Officer stating that such conversion has occurred and the number of shares of Common Stock which have been converted and, if actually known to the Company, the reasons for effectuating such conversion. The Televisa Investors will be permitted to convert (by delivery to the Company of (x) written notice of such conversion and (y) the certificate(s), duly endorsed for transfer, evidencing such shares to be converted), in accordance with the provisions of the Charter with respect to such Common Stock, an amount of the Televisa Investors’ non-voting shares of Common Stock (pro-rata amongst the Televisa Investors, based on the number of shares of Class T-2 Common Stock held by all Televisa Investors or as otherwise determined by Televisa) into shares of Class T-1 Common Stock up to the Maximum Voting Percentage. Notwithstanding the foregoing, nothing contained herein shall be deemed to limit or restrict in any way the right of the Televisa Investors, at any time and from time to time, to convert their shares of Class T-2 Common Stock into shares of Class T-1 Common Stock up to the Maximum Voting Percentage. In each case, the Company shall promptly thereafter issue and send to the applicable Televisa Investors new certificates, registered in the name of such Televisa Investors, evidencing the applicable shares of Common Stock into which such Televisa Investors converted their respective shares of Common Stock. Notwithstanding the foregoing, the Parties agree and acknowledge that Televisa and its Permitted Transferees shall have no
 
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obligation to procure the agreement of, or compliance by, any Televisa Investor who is not a Permitted Transferee of Televisa and Televisa’s Voting Percentage shall not be adversely affected as a result of such non-compliance.
8. AMENDMENT, TERMINATION, ETC .
8.1 Oral Modifications . This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.
8.2 Written Modifications . Except as provided in the second sentence of this Section 8.2 , this Agreement may be amended, modified, extended, terminated or waived (“ Amendment ”), only by an agreement in writing signed by the Company and the Majority PITV Investors (or Stockholders holding a majority of the shares of Class A Common Stock held by Stockholders party hereto if there are no PITV Investors remaining). The consent of Televisa shall be required for (i) any Amendment to the provisions of Sections 2.1 , 2.2 , 2.6 , 3.1 , 3.2 , 3.3 , 3.4 , 3.6 , 3.7 , 3.9, 4.1 , 4.2 , 4.4 , 4.5 , 4.7 , 4.8 , 4.9 , 4.10 , 4.11 , 4.12 , 5 , 7.6 , 10.10 , or this Section 8.2 (or any definitions used therein) and (ii) any Amendment that, by its terms, Discriminates against any of the Televisa Investors under this Agreement. The consent of a Majority in Interest of the Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against the holders of Bank Investor Shares as such under this Agreement, and the consent of any holder of Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against such holder of Bank Investor Shares as such (compared to other holders of Bank Investor Shares) under this Agreement; provided , that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Bank Investor Shares as such simply because holders of Bank Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. The consent of a Majority in Interest of the Other Investor Shares shall be required for any Amendment that, by its terms, Discriminates against the holders of Other Investor Shares as such under this Agreement; provided , that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. A copy of each such Amendment shall be sent to each Stockholder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by applicable Law; provided , that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided , that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to Discriminate against the holders of Management Shares as
 
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such simply because holders of Management Shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders, or (iii) have greater or lesser voting rights or powers than any other Stockholders. A copy of each such Amendment shall be sent to each Stockholder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by applicable Law; provided , that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto and each holder of Shares subject hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 8.2 , any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent. Notwithstanding anything to the contrary herein, transferees or purchasers of Shares or Convertible Securities that have complied with the provisions of Sections 3 and 4 hereof or Section 2 of the Participation, Registration Rights and Coordination Agreement shall be added as parties to this Agreement without obtaining any additional consent of the parties hereto.
8.3 Withdrawal from Agreement . If the Company consummates an Initial Public Offering, then on and after the first date on which (x) the holders of Shares immediately prior to the Initial Public Offering own less than fifty (50%) of the then outstanding Common Stock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public Offering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) immediately following the Televisa Closing (either of clause (x) or (y), as applicable, the “ Aggregate Sell-Down Percentage ”), any holder of Shares that, together with its Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares which together represent less than such one percent (1%)) (“ Individual Sell-Down Percentage ”), by written notice to the Company and the PITV Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (Shares withdrawn pursuant to this clause (a) , the “ Withdrawn Shares ”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b) , the “ Withdrawing Holders ”); provided , that any Shares held indirectly (through ownership of Units of BMPS1, BMPS2, BMPS3 or BMPS4) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Persons other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided , however , that such Withdrawing Holders, if they are members of a PITV Investor Group, shall comply with, and cause the other members of such PITV Investor Group to comply with, such PITV Investor Group’s obligations under Article II, Section 10 of the Company’s bylaws to cause the removal or resignation of any directors designated by such PITV Investor Group; provided , further , that the Withdrawing Holders shall nonetheless be obligated under Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. The Company shall make best efforts to provide all
 
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Investors a written notice promptly following the first date on which the holders of Shares or the Principal Investors, as applicable, immediately prior to the Initial Public Offering own less than the Aggregate Sell-Down Percentage. Notwithstanding the foregoing but subject to the provisions of Section 3.3.3 , (I) following the consummation of a Qualified Public Offering, Glade Brook Private Investors II LP (“ Glade Brook ”) shall be permitted to Transfer, substantially pro rata to its general and/or limited partners, up to that number of Shares that, combined with any sales by Glade Brook in any given measurement period for purposes of the Rule 144 group volume limit, Glade Brook would have been permitted to Transfer in such applicable period pursuant to Section 4.3 of the Participation, Registration Rights and Coordination Agreement and the proviso in Section 4.1.1(a) of the Participation, Registration Rights and Coordination Agreement, and the Company shall be permitted to issue Shares to such general partner and/or and limited partners to the extent of such permitted Transfer (such Transferred Shares being referred to as the “Glade Brook Transferred Shares”), (II) issuance referred to in the foregoing clause (I)  may be made without regard to the rights of participation set forth in Article 2 of the Participation, Registration Rights and Coordination Agreement and (III) notwithstanding anything else to the contrary set forth herein or in the Participation, Registration Rights and Coordination Agreement, following any such Glade Brook Transfer, the Glade Brook Transferred Shares shall no longer be applicable to the provisions of this Agreement or the Participation, Registration Rights and Coordination Agreement, including the limitations on Transfer thereunder. Any amendment to this Section 8.3 adversely affecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or the Individual Sell-Down Percentage) shall require the consent of the Majority in Interest of the holders of Bank Investor Shares.
8.4 Effect of Termination . No termination under this Agreement (including pursuant to Section 8.3 ) shall relieve any Person of liability for breach prior to termination.
9. DEFINITIONS . For purposes of this Agreement:
9.1 Certain Matters of Construction . In addition to the definitions referred to or set forth below in this Section 9 :
(a) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;
(b) The word “including” shall mean including, without limitation;
(c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined;
(d) The masculine, feminine and neuter genders shall each include the other;
(e) For the avoidance of doubt, unless otherwise specified, the term “outstanding,” as used in this Agreement in reference to capital stock, shall not include Convertible Securities or shares issuable upon conversion, exchange or
 
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exercise thereof, and as used in this Agreement in reference to Convertible Securities, shall mean Convertible Securities that are outstanding (without giving effect to the conversion, exchange or exercise of such Convertible Securities); and
(f) For the avoidance of doubt, “fully diluted,” as used in this Agreement in reference to capital stock, shall mean after giving effect to the conversion, exchange or exercise of all outstanding Convertible Securities.
9.2 Definitions . The following terms shall have the following meanings:
“ 2007 Equity Incentive Plan ” shall mean the Broadcasting Media Partners, Inc. 2007 Equity Incentive Plan, effective as of March 27, 2007, as amended from time to time, or any successor or additional Company management equity incentive plan approved by the Company’s Board.
“ 2010 Equity Incentive Plan ” shall mean the Broadcasting Media Partners, Inc. Equity Incentive Plan, effective as of the date hereof, as amended from time to time, or any successor or additional Company management equity incentive plan approved by the Board.
“ Acceptance Notice ” shall have the meaning set forth in Section 4.6.4 .
“ Acquiror ” shall mean a Person formed for the purpose of effecting a Merger Exit, any prospective acquiror of all or substantially all the assets of the Company and its subsidiaries and any Person prospectively acquiring Shares in a Sponsor Sale (it being understood that in no event shall any parent entities of either the party to the merger or such prospective acquiror be deemed to be an “Acquiror”), together with any successors thereto (including any surviving Person, whether the Company or otherwise, in a Merger Exit).
“ Acquisition Holdco ” shall mean any direct or indirect parent entity of an Acquiror or of the surviving entity (including a Purchaser of Control) following a Merger Exit, the majority of whose value (which, for purposes of the definition of “Compliant Change of Control Transaction,” shall be determined as of the effective date of the Merger Exit) consists of the Shares or assets of the Company and/or the Company’s subsidiaries.
“ Acquisition Sub ” shall have the meaning set forth in the Recitals.
“ Act ” shall have the meaning set forth in Section 7.2 .
“ Adverse Claim ” shall have the meaning set forth in Section 8-102 of the applicable Uniform Commercial Code.
“ Affidavit and Indemnity ” shall have the meaning set forth in Section 6.2 .
“ Affiliate ” shall mean, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under
 
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common control with, such specified Person; provided , however , that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders (and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) if such specified Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof, and (b) if such specified Person is a natural Person, any Family Member of such natural Person.
“ Affiliated Fund ” shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.
“ Aggregate Purchase Cap ” shall mean [            ] shares of Common Stock.
“ Aggregate Sell-Down Percentage ” shall have the meaning set forth in Section 8.3 .
“ Aggregated Transfer ” shall mean the Transfer of any Shares by any Televisa Investor pursuant to the applicable terms of the Liquidity Rights or the PRRCA Demand Rights.
“ Agreement ” shall have the meaning set forth in the Preamble, as it may be amended from time to time.
“ Amendment ” shall have the meaning set forth in Section 8.2 .
“ Arbitration Request ” shall have the meaning set forth in Section 4.9.3 .
“ Arbitrator ” shall have the meaning set forth in Section 4.9.1 .
“ Arbitrator Determination ” shall have the meaning set forth in Section 4.9.4 .
“ Bank Investor ” shall have the meaning set forth in the Preamble.
“ Bank Investor Shares ” shall mean all Shares held by a Bank Investor. Any Bank Investor Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Bank Investor Shares in the hands of such Permitted Transferee.
“ BMP EBITDA ” shall mean, with respect to any period and for the Company and its consolidated subsidiaries on a consolidated basis, the sum of (a) operating income (loss) as reported in its financial statements for such period (but excluding therefrom and without duplication (i) any gain or loss on the sale of assets outside the ordinary course of business (as determined in good faith by the Company) and (ii) any effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) as determined in accordance with GAAP), plus (b) to the extent deducted in arriving at the amount in clause (a), the sum of the following amounts for such period: (i) depreciation and amortization as determined in accordance with GAAP, (ii) impairment loss/charges as determined in accordance with GAAP, (iii) fees and expenses paid to the Principal Investors and the Televisa Investors, (iv) charges
 
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pertaining to share-based compensation as determined in accordance with GAAP, (v) restructuring charges and contract termination costs incurred or accrued during such period and (vi) fees, costs and expenses related to the issuance of debt or equity financing and the other transactions contemplated thereby, plus (c) dividends or distributions received in respect of minority investments received in cash, minus (d) to the extent included in arriving at the amount in clause (a), an amount equal to the non-cash advertising revenue recognized from Televisa and its Affiliates during such period. For the avoidance of doubt, BMP EBITDA shall be calculated consistent with the illustrative example set forth on Schedule IV hereto.
“ BMPH ” shall have the meaning set forth in the Preamble.
“ BMPS1 ” shall have the meaning set forth in the Preamble.
“ BMPS1 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMP Services LLC, dated as of January 29, 2008, as amended from time to time.
“ BMPS2 ” shall have the meaning set forth in the Preamble.
“ BMPS2 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS2, dated as of December 20, 2010, as amended from time to time.
“ BMPS3 ” shall have the meaning set forth in the Preamble.
“ BMPS3 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS3, dated as of October 1, 2013, as amended from time to time.
“ BMPS4 ” shall have the meaning set forth in the Preamble.
“ BMPS4 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS4, dated as of November 23, 2013, as amended from time to time.
“ Board ” shall mean the board of directors of the Company or any authorized committee thereof.
“ Breach Notice ” shall have the meaning set forth in Section 4.9.3 .
“ Business ” shall mean the business of the Company and its subsidiaries conducted at any given time or which the Board has authorized the Company to develop or pursue (by acquisition or otherwise), which currently consist of (primarily but not necessarily exclusively) Spanish-language media in the U.S., including Spanish-language television broadcast networks, Spanish-language radio broadcast networks, ownership and operation of Spanish-language television and radio stations and Spanish-language Internet portals.
“ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York or Mexico.
 
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“ Calculation Date ” shall mean the date of the Televisa Closing (i.e., December 20, 2010).
“ Capital Percentage ” shall have the meaning set forth in the Investment Agreement.
“ Change of Control ” shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other Person, or any other corporate reorganization, business combination, transaction or Transfer of securities of the Company by its stockholders, or a series of related transactions (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization, business combination, transaction or Transfer, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the equity of the Company or other surviving entity immediately after such consolidation, merger, reorganization, business combination, transaction or Transfer or (ii) that does not directly, or indirectly through one or more entities, afford the holders thereof the power to elect (by contract, share ownership or otherwise) a majority of the entire Board or other similar governing body of the Company or other surviving entity immediately after such consolidation, merger, reorganization, business combination, transaction or Transfer; (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company’s voting power (by contract, share ownership or otherwise) is owned directly, or indirectly through one or more entities, by any Person and its “affiliates” or “associates” (as such terms are defined in the Exchange Act Rules) or any Group, excluding, in any case referred to in clause (a)  or (b) , any Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries; provided , that for purposes of this sentence, any transactions with the same third party or any of its Affiliates shall be deemed to be a series of related transactions. For the avoidance of doubt, none of the following shall, in and of itself, constitute a “ Change of Control ”: (x) a spin-off of one of the businesses of the Company or any subsidiary thereof, or a comparable transaction, or (y) a transaction in which, after giving effect thereto, the Principal Investors and their Affiliates continue to own, directly or indirectly, more than fifty percent (50%) of the equity (1) of the Company or other surviving entity in the case of a transaction of the sort described in clause (a)  above, (2) of the Company in the case of a transaction of the sort described in clause (b)  above or (3) of the acquiring entity in the case of a transaction of the sort described in clause (c)  above.
“ Change of Control Procedures ” shall have the meaning set forth in Section 4.9 .
“ Charitable Organization ” shall mean a charitable organization, as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time, that is not an Affiliate of a Stockholder, a Competitor, a Restricted Person, or primarily for the benefit of a Stockholder, Competitor, or Restricted Person.
“ Charter ” shall have the meaning set forth in the Recitals.
 
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“ Class A Common Stock ” shall mean the voting Class A Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class A Common Stock, or as such shares of Class A Common Stock may be reclassified.
“ Class S-1 Common Stock ” shall mean the voting Class S-1 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-1 Common Stock, or as such shares of Class S-1 Common Stock may be reclassified.
“ Class S-2 Common Stock ” shall mean the non voting Class S-2 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-2 Common Stock, or as such shares of Class S-2 Common Stock may be reclassified.
“ Class T Common Stock ” shall mean the Class T-1 Common Stock, the Class T-2 Common Stock and the Class T-3 Common Stock.
“ Class T-1 Common Stock ” shall mean the voting Class T-1 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-1 Common Stock, or as such shares of Class T-1 Common Stock may be reclassified.
“ Class T-2 Common Stock ” shall mean the nonvoting Class T-2 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-2 Common Stock, or as such shares of Class T-2 Common Stock may be reclassified.
“ Class T-3 Common Stock ” shall mean the variable voting Class T-3 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-3 Common Stock, or as such shares of Class T-3 Common Stock may be reclassified.
“ Closing Notice ” shall have the meaning set forth in Section 4.5.3 .
“ Co-Investment Vehicle ” shall mean any one of (a) the MDP Co-Investment Vehicles, collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles, collectively, and (d) the TPG Co-Investment Vehicles, collectively.
“ Combined Vote Matters ” shall have the meaning set forth in the Charter.
 
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“ Commercial Agreements ” shall mean the Second Amended and Restated 2011 Program License Agreement (and all agreements ancillary thereto or to the Program License Agreement relating to the arrangements contemplated by the Second Amended and Restated 2011 Program License Agreement, the Program License Agreement, the Amended and Restated Mexico License Agreement, the IPRA Amendment, the Sales Agency Agreement and the Purchase and Assignment and Assumption Agreement), the Amended and Restated Program License Agreement, the Amended and Restated Mexico License Agreement, the Sales Agency Agreement, the IPRA Amendment, the Purchase and Assignment and Assumption Agreement and the Representation Agreement, dated as of November 1, 2011, between Univision Enterprises, LLC and Televisa, in each case, as amended from time to time.
“ Commission ” shall mean the United States Securities and Exchange Commission.
“ Common Stock ” shall mean the common stock of the Company, including the Class A Common Stock, the Class S-1 Common Stock, the Class S-2 Common Stock, the Class T-1 Common Stock, the Class T-2 Common Stock and the Class T-3 Common Stock.
“ Company ” shall have the meaning set forth in the Preamble.
“ Company Securities ” shall have the meaning set forth in Section 3.9.1(a) .
“ Competitor ” shall mean, *****
“ Compliant Change of Control Transaction ” shall mean any Sponsor Sale or Merger Exit (a) that occurs prior to a Principal Investor Two-Thirds Sell-Down, (b) that is conducted in accordance with the Change of Control Procedures and Section 4.10 , (c) in which the Acquiror is not a Restricted Person and, in the case of a Merger Exit, is a newly formed Acquiror that has no material assets or liabilities other than the equity or indebtedness used to effect such Change of Control ( provided , that in any case Section 4.4.3(b) of Article EIGHTH of the Charter shall apply), but in any case shall have no assets or liabilities of an operating business, and (d) in connection with which, following the consummation of such transaction, (i)(x) the Televisa Investors’ board rights pursuant to Section 2 of the Principal Investor Agreement shall continue with respect to the Acquiror and any Acquisition Holdco to the extent provided therein, (y) the Televisa Investors’ other governance rights pursuant to the Transaction Agreements (other than immaterial rights and in any case consent rights of the Televisa Investors under Section 2.4 of the Principal Investor Agreement and Section 4.4.3 of Article EIGHTH of the Charter shall not be considered immaterial) shall continue with respect to the Acquiror (or its parent, if the Acquiror is a wholly-owned subsidiary of such parent) or any Acquisition Holdco to the extent provided therein, (z) the Televisa Investors’ rights (other than governance rights referred to in clauses (x)  and (y)  above) (other than immaterial rights and in any case consent rights of the

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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Televisa Investors under Section 2.4 of the Principal Investor Agreement and Section 4.4.3 of Article EIGHTH of the Charter shall not be considered immaterial) and obligations pursuant to the Transaction Agreements shall continue with respect to the Acquiror and any Acquisition Holdco to the extent provided therein; except, for the sake of clarity, in the case of each of clauses (x) , (y)  and (z)  above, to the extent those rights have otherwise terminated in accordance with their respective terms; (ii) the Televisa Investors shall have no greater obligations with respect to the Acquiror and its stockholders and any Acquisition Holdco and its stockholders under the Transaction Agreements than they had to the Company, its subsidiaries and its parent entities and the Principal Investors under the Transaction Agreements immediately prior to such Change of Control; and (iii) the Acquiror (or its parent, if the Acquiror is a wholly-owned subsidiary of such parent) or any Acquisition Holdco shall become a party to the Transaction Agreements to which the Company or the selling stockholders, as applicable, are a party and assume all obligations of the Principal Investors pursuant thereto in effect immediately prior to the Change of Control (including, for the avoidance of doubt, the change of Control Procedures and any Arbitrator Determination or remedy or relief issued by the Arbitrator) and the selling stockholders, if applicable, shall remain bound by the terms of the Transaction Agreements to the extent they retain any Shares.
“ Compliant T-3 Transfer ” shall have the meaning set forth in Section 3.1.6(d) .
“ Consolidated Leverage Ratio ” shall mean, as of any date of determination, the ratio of (x) Indebtedness as of such date to (y) BMP EBITDA for the period of the four fiscal quarters ended on or immediately prior to such date for which financial statements are available. In the event that the Company and any of its consolidated subsidiaries incurs, redeems, retires or extinguishes any Indebtedness subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. For purposes of making the computations referred to above, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP for the actual BMP EBITDA thereof assuming that all such acquisitions, dispositions, mergers, amalgamations and consolidations had occurred on the first day of the four-quarter reference period. Whenever pro forma effect is to be given to any acquisition, disposition, merger, amalgamation or consolidation, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. For clarity, Schedule V reflects the Consolidated Leverage Ratio as of [            ].
“ control ” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
 
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“ Convertible Securities ” shall mean any evidence of indebtedness, shares of stock, options, warrants (including the TV Warrants) or other securities which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock, including any options and warrants.
“ Covered Matters ” shall have the meaning set forth in Section 11.1 .
“ Delaware Court ” shall have the meaning set forth in Section 11.2 .
“ Demand Public Offering ” shall have the meaning set forth in Section 5.3.2(a) .
“ DGCL ” shall mean the Delaware General Corporation Law, as amended.
“ Discriminate(s) ” and “ Discrimination ” shall mean, with respect to a specified Person, to discriminate against such specified Person as compared to other applicable parties in a manner that is, or is reasonably expected to be, (a) with respect to all Persons other than the Televisa Investors, materially and disproportionately adverse to such specified Person and, (b) with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.
“ Drag Along Recapitalization Notice ” shall have the meaning set forth in Section 4.3.1 .
“ Drag Along Recapitalization Percentage ” shall have the meaning set forth in Section 4.3 .
“ Drag Along Recapitalization Sale ” shall have the meaning set forth in Section 4.3 .
“ Drag Along Sale ” shall have the meaning set forth in Section 4.2 .
“ Drag Along Sale Notice ” shall have the meaning set forth in Section 4.2.1 .
“ Drag Along Sale Percentage ” shall have the meaning set forth in Section 4.2 .
“ Drag Along Sellers ” shall have the meaning set forth in Section 4.2.1 .
“ Election Notice ” shall have the meaning set forth in Section 5.3.3 .
“ Equity Incentive Plans ” shall mean the 2007 Equity Incentive Plan and the 2010 Equity Incentive Plan, collectively.
“ Equity Percentage ” shall mean at any given time a fraction, expressed as a percentage, (i) the numerator of which is the aggregate number of shares of Common Stock held at such time by Persons who are Televisa Investors, and (ii) the denominator of which is the total number of shares of Common Stock outstanding at such time. For the avoidance of doubt, the shares of Common Stock issuable (but not yet issued) upon exercise of the TV Warrants or issuable (but not yet issued) in respect of the Equity Incentive Plans shall not be considered outstanding for purposes of this definition.
 
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“ Equivalent Shares ” shall mean, at any date of determination, (a) as to any outstanding shares of Common Stock, such number of shares of Common Stock, (b) as to any outstanding Convertible Securities (other than the TV Warrants), the maximum number of shares of Common Stock for which or into which such Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined assuming all of the conditions to exercise, conversion or exchange thereof have been satisfied), and (c) as to any outstanding TV Warrants, the maximum number of shares of Common Stock for which such TV Warrants, as the case may be, may then be exercised, assuming all of the conditions to the exercise thereof have been satisfied.
“ Escrow Agent ” shall have the meaning set forth in Section 6.2 .
“ Exchange Act ” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Exchange Act Rules ” shall mean the rules adopted by the Commission under the Exchange Act.
“ Exercise Notice ” shall have the meaning set forth in Section 5.5 .
“ Exercise Shares ” shall have the meaning set forth in Section 5.3.3 .
“ Exit Transaction ” shall have the meaning set forth in Section 4.10.1 .
“ Expiration Date ” shall mean *****
“ Fair Market Value ” shall mean, as of any date, as to any Share, the Board’s good faith determination of the fair market value of such Share (which, in the case of Options, shall equal the Fair Market Value of the share underlying such Option less the exercise price for such Option) as of the applicable reference date.
“ Family Member ” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a)  through (c)  above.

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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“ FCC ” shall mean the United States Federal Communications Commission or any successor entity.
“ FCC-Approved Trust ” shall mean a bona fide trust arrangement to which the transfer of Company Securities or Shares would cause the Company and/or its Affiliates, and the Televisa Investors, to be in compliance with applicable Law, including the Federal Communications Laws.
“ FCC FO Equity Cap ” shall mean (a) the then applicable aggregate percentage limitation under the Federal Communications Laws on equity ownership of corporations that own broadcast licensees that may be held by non-U.S. Persons (as amended from time to time) and (b) if higher than the percentage in clause (a), any aggregate percentage limitation under the Federal Communications Laws on equity ownership of corporations that own broadcast licensees held by non-U.S. Persons that is specifically applicable to the Company (as amended from time to time).
“ FCC FO Voting Cap ” shall mean (a) the then applicable aggregate percentage limitation under the Federal Communications Laws on voting power of corporations that own broadcast licensees that may be held by non-U.S. Persons (as amended from time to time) and (b) if higher than the percentage in clause (a), any aggregate percentage limitation under the Federal Communications Laws on voting power of corporations that own broadcast licensees held by non-U.S. Persons that is specifically applicable to the Company (as amended from time to time).
“ FCC Individual FO Equity Cap ” shall mean, as to the Televisa Investors, the maximum percentage of the Company’s outstanding Common Stock that may be owned in the aggregate by the Televisa Investors under the Federal Communications Laws, as in effect from time to time.
“ FCC Individual FO Voting Cap ” shall mean, as to the Televisa Investors, the maximum aggregate percentage of the Company’s outstanding voting power represented by the Common Stock held by the Televisa Investors (i.e., Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock) that may be owned in the aggregate by the Televisa Investors under the Federal Communications Laws, as in effect from time to time.
“ FCC Permitted Increase in Ownership ” shall have the meaning set forth in the Investment Agreement.
“ FCC Petition ” shall have the meaning set forth in the Televisa Side Letter.
“ FCC Petition Filing Date ” shall mean the date the FCC Petition is filed with the FCC.
 
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“ FCC Petition Filing Deadline ” shall mean the earliest of (i) 30 days after the sale of Common Stock in the Initial Public Offering, (ii) 30 days after the Board decides to abandon the Initial Public Offering and (iii) January 5, 2016.
“ FCC Regulatory Limitations ” shall have the meaning set forth in Section 3.9.1 .
“ Federal Communications Laws ” shall mean the Communications Act of 1934, as amended, and any successor statute thereto, and the rules, regulations and policies promulgated by the FCC thereunder.
“ Fifth Anniversary Period ” shall have the meaning set forth in Section 5.3.2(c) .
“ First Lock-up End Date ” shall mean the date that is eighteen (18) months following the Lock-up Start Date; provided that if the FCC Petition Filing Date does not occur on or before the FCC Petition Filing Deadline, such 18-month period shall be reduced by one day for each day between the FCC Petition Filing Deadline and the FCC Petition Filing Date.
“ First Offer Deadline ” shall have the meaning set forth in Section 4.6.2(a) .
“ First Offer Holder ” shall have the meaning set forth in Section 4.6.1 .
“ First Offer Notice ” shall have the meaning set forth in Section 4.6.2(a) .
“ First Offer Purchaser ” shall have the meaning set forth in Section 4.6.2(a) .
“ Foreign Ownership Cap ” shall have the meaning set forth in the definition of Regulatory Amendment or Waiver.
“ Foreign Ownership Restrictions ” shall mean any and all restrictions imposed by the Federal Communications Laws on the direct or indirect ownership by non-U.S. citizens or entities that directly or indirectly control broadcast licensees such as the Company and its broadcast licensee subsidiaries.
“ Fourth Anniversary Period ” shall have the meaning set forth in Section 5.3.2(b) .
“ GAAP ” shall mean United States generally accepted accounting principles as in effect on the date of the date hereof.
“ Glade Brook ” shall have the meaning set forth in Section 8.3 .
“ Glade Brook Transferred Shares ” shall have the meaning set forth in Section 8.3 .
 
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“ Governmental Authority ” shall mean any United States (federal, state or local) or foreign government, or governmental, regulatory, judicial or administrative authority, agency, commission or court (including the FCC and applicable stock exchange(s)).
“ Group ” shall mean “group” (within the meaning of Section 13(d)(3) of the Exchange Act); provided , that a “group” must be formed knowingly in order to constitute a Group, and the existence of any Group may not be established by mere parallel action.
“ Group Related Affiliate ” shall have the meaning set forth in the definition of “Principal Investor Majority.”
“ Incentive Shares ” shall mean all Shares and Options held by a Manager that are subject to vesting or other service or performance based conditions to ownership, treating such Options as a number of Incentive Shares equal to the maximum number of Shares for which such Options may at the time be exercised.
“ Indebtedness ” shall have the meaning set forth in the Principal Investor Agreement.
“ Individual Sell-Down Percentage ” shall have the meaning set forth in Section 8.3 .
“ Initial Public Offering ” shall mean the Company’s initial underwritten Public Offering of its Class A Common Stock registered on Form S-1 which is being consummated on the date hereof.
“ Initial Stake ” shall have the meaning set forth in Section 5.3.4(a) .
“ Institutional Investor ” and “ Institutional Investors ” shall have the meanings set forth in Section 10.11 .
“ Investment Agreement ” shall mean the Investment Agreement among the Company, Univision, Televisa, Pay TV Venture, Inc., BMPS2 dated December 20, 2010, as amended from time to time.
“ Investors ” shall have the meaning set forth in the Preamble.
“ IPRA Amendment ” shall have the meaning set forth in the Investment Agreement.
“ Law ” shall mean any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree, order or any other judicially enforceable legal requirement (including common law) of any Governmental Authority.
“ Liquidity Right ” shall have the meaning set forth in Section 5.3.2(a) .
“ Lock-up Start Date ” shall mean the later of the FCC Petition Filing Date and a Qualified Public Offering.
 
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“ Major Televisa Competitor ” shall have the meaning set forth on Schedule II .
“ Major Television Person ” shall mean *****
“ Majority Acquisition Date ” shall have the meaning set forth in Section 5.3.1 .
“ Majority in Interest ” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares of all such class or classes taken in the aggregate.
“ Majority MDP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the MDP Investors.
“ Majority PEP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the PEP Investors.
“ Majority PITV Investors ” shall mean, as of any applicable time, (a) PITV Investor Groups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding Common Stock then held by all PITV Investor Groups ( provided , in the case of the Televisa Investors, including only shares of Common Stock held directly by the Televisa Investors that do not exceed ten (10) percent of the aggregate shares of Common Stock then outstanding and (b) a majority of the PITV Investor Groups; provided , that if the aggregate number of PITV Investor Groups is two and both of the PITV Investor Groups have not reached agreement or consented with respect to a matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; and provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 hereof.
“ Majority Principal Investors ” shall mean, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the Principal Investor Groups; provided , that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 hereof; and provided , further , that, for purposes of Sections 2 , 4.2 , 4.3 , 4.4 , 4.7 and 4.8 , at such time as there are no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holding at least 60% majority of the outstanding Common Stock then held by Investors party to this Agreement.
“ Majority SCG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the SCG Investors.
“ Majority Televisa Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Televisa Investors.
“ Majority THL Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the THL Investors.
“ Majority TPG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.
“ Management Shares ” shall mean all Shares held by a Manager. Any Management Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Management Shares in the hands of such Permitted Transferee.
“ Managers ” shall have the meaning set forth in the Preamble.
“ Maximum Capital Percentage ” shall mean 40%; provided , that such percentage shall be increased to the extent that any share repurchase, recapitalization, acquisition or similar action taken or instituted by the Company or any of its Subsidiaries results in the Capital Percentage as of immediately prior to such action being increased as of immediately after such action; and provided , further , that the Maximum Capital Percentage shall be an unlimited percentage at and after the earlier to occur of (x) the time Televisa may exceed the Maximum Capital Percentage pursuant to Section 8.3(b) of the Investment Agreement or (y) the time when the limitations in Section 5.1.1 of this Agreement shall no longer apply pursuant to Section 5.1.3 of this Agreement.
 
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“ Maximum Equity Percentage ” shall mean the sum of (a) 10%; plus (b) upon approval of the FCC of any increase in the FCC FO Equity Cap (either of general applicability or specifically applicable to the Company) above 25%, 83.33% of such increase above 25%; provided , however , that the Maximum Equity Percentage shall not restrict Televisa from making, either alone or as part of a group, an offer only to the extent permitted by Section 8.3(b) of the Investment Agreement and acquiring Shares pursuant thereto. Notwithstanding the foregoing, the Maximum Equity Percentage shall in no event exceed the lesser of (i) the FCC Individual FO Equity Cap and (ii) the Maximum Capital Percentage. For illustrative purposes, in the event the FCC FO Equity Cap is increased to 49% and the FCC permits Televisa to have a FCC Individual FO Equity Cap of 40%, Televisa will be permitted to have an Equity Percentage of up to 30% and the Non-Televisa FO Equity Cap shall be 19% (i.e., the amount of foreign ownership capacity available to the Company and its stockholders other than the Televisa Investors). Without limiting the foregoing provisos, following the acquisition by a Strategic Buyer of a majority of the voting Common Stock and equity of the Company, the Maximum Equity Percentage may be further increased to the extent mutually agreed by the Strategic Buyer and Televisa.
“ Maximum Restricted Non-Televisa Voting Amount ” means the product of (a)(i) the aggregate number of Non-Restricted Class S-1 Common Shares and Non-Restricted Class A Common Shares divided by (ii) one minus the FCC FO Voting Cap and (b) the amount by which the FCC FO Voting Cap is greater than the Maximum Voting Percentage.
“ Maximum Voting Percentage ” shall mean (a) a percentage equal to (i) the FCC FO Voting Cap minus (ii) the Restricted Class S-1 Voting Percentage; provided, however, that notwithstanding the foregoing, the Maximum Voting Percentage shall in no event exceed the lower of (x) the FCC Individual FO Voting Cap and (y) the Capital Percentage. The Maximum Voting Percentage shall not restrict Televisa from making, either alone or as part of a group, an offer permitted by Section 8.3(b) of the Investment Agreement and acquiring Shares pursuant thereto. Without limiting the foregoing provisos, following the acquisition by a Strategic Buyer of a majority of the voting Common Stock and equity of the Company, the Maximum Voting Percentage may be further increased to the extent mutually agreed by the Strategic Buyer and Televisa.
“ MDP ” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., MDCPIV Intermediate (Umbrella), L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate (Umbrella), L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ MDP Co-Investment Vehicles ” shall mean, as of any date, MDCP Foreign Co-Investors (Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of MDP, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate (Umbrella), L.P., MDCPV Intermediate (Umbrella), L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
 
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“ MDP Investors ” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Merger Exit ” shall mean a Change of Control transaction (other than a Sponsor Sale) that is structured as a merger, consolidation, sale of all or substantially all assets or similar business combination of the Company.
“ Merger Exit Election Deadline ” shall have the meaning set forth in Section 4.8.2 .
“ Merger Exit Notice ” shall have the meaning set forth in Section 4.8.1 .
“ Merger Exit Participation Election ” shall have the meaning set forth in Section 4.8.1(a) .
“ Merger Exit Participation Rights ” shall have the meaning set forth in Section 4.8.1(a) .
“ Merger Price ” shall mean, with respect to any Share acquired by the Acquiror in a Merger Exit, the amount of consideration paid to the holder of such Share in the Merger Exit.
“ Mexico License Agreement ” shall have the meaning set forth in the Investment Agreement.
“ Negotiation Period ” shall have the meaning set forth in Section 5.5 .
“ New Televisa Investor ” shall mean any Person described in clause (ii)  or (iii)  of the definition of the Televisa Investors; provided , that such Person shall cease to be a New Televisa Investor hereunder, and shall automatically become an Other Investor hereunder, immediately upon such Person ceasing to be a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company.
“ Non-Change of Control Merger ” shall have the meaning set forth in Section 4.13 .
“ Non-Restricted Class A Common Shares ” shall mean all shares of Class A Common Stock outstanding that are not Restricted Class A Common Shares.
“ Non-Restricted Class S-1 Common Stock ” shall mean all shares of Class S-1 Common Stock outstanding that are not Restricted Class S-1 Common Shares.
“ Non-Televisa FO Equity Cap ” shall mean the percentage equal to (a) the then-applicable FCC FO Equity Cap minus (b) the then-applicable Maximum Equity Percentage.
“ Non-Televisa FO Voting Cap ” shall mean a number of votes equal to 3% of the Outstanding Voting Amount; provided that (a) the Non-Televisa FO Voting Cap shall be reduced
 
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by one vote for each Restricted Non-T Voting Share that is Transferred by any of the Principal Investors, Bank Investors and Glade Brook Investors; and (b) the Non-Televisa FO Voting Cap shall be reduced to zero upon a Sponsor Exit Sell-Down and receipt of TOC Approval.
“ Non-Televisa FO Voting Percentage ” shall mean, with respect to a Principal Investor, Bank Investor or Glade Brook at any given time, a fraction express as a percentage, the numerator of which is the number of Restricted Non-T Voting Shares held by such Person and the denominator of which is the Outstanding Voting Amount.
“ Non-TV Initiated QPO ” shall have the meaning set forth in Section 5.3.1 .
“ Options ” shall mean any options to subscribe for, purchase or otherwise directly acquire Common Stock, other than (i) any such option held by the Company or any direct or indirect subsidiary thereof or (ii) any right to purchase shares of Common Stock pursuant to this Agreement or the Participation, Registration Rights and Coordination Agreement.
“ Other Investor Shares ” shall mean all Shares held by an Other Investor. Any Other Investor Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Other Investor Shares in the hands of such Permitted Transferee.
“ Other Investors ” shall have the meaning set forth in the Preamble.
“ Outstanding Voting Amount ” shall mean, at any given time, a number of votes equal to the lesser of (i) (A) the aggregate number of then outstanding Non-Restricted Class A Common Shares and Non-Restricted Class S-1 Common Shares, divided by (B) one minus the FCC FO Voting Cap, (ii) (A) the aggregate number of Class A Common Shares and Class S-1 Common Shares, divided by (B) one minus the lesser of the FCC Individual FO Voting Cap and the Capital Percentage, and (iii) the sum of aggregate number of then outstanding Class A Common Shares, Class S-1 Common Shares, Class T-1 Common Shares, Class T-3 Common Shares and shares of Common Stock issuable (but not yet issued) upon exercise of the TV Warrants.
“ Participating Seller ” shall have the meanings set forth in Section 4.1.2 and Section 4.2.1 , as applicable.
“ Participation, Registration Rights and Coordination Agreement ” shall mean the Second Amended and Restated Participation, Registration Rights and Coordination Agreement of the Company, dated as of the date hereof, as amended from time to time.
“ Pending Underwritten Offering ” shall mean, with respect to any Withdrawing Holder withdrawing from this Agreement pursuant to Section 8.3 , any underwritten Public Offering for which a registration statement relating thereto is or has been filed with the Commission either prior to, or not later than the sixtieth day after, the effectiveness of such Withdrawing Holder’s withdrawal from this Agreement.
 
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“ PEP ” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P., Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ PEP Co-Investment Vehicles ” shall mean, as of any date, Providence Co-Investors (Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of PEP, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ PEP Investors ” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Per Share Televisa Purchase Price ” shall have the meaning set forth in Section 4.5.1 .
“ Permitted Person ” shall have the meaning set forth on Schedule III .
“ Permitted Transferee ” shall mean, in respect of (a) any PITV Investor, (i) any Affiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) any successor entity, (b) any Bank Investor, any Affiliate of such Bank Investor, (c) any SCG Investor, (i) any Person which is controlled by or for the benefit of Haim Saban or Cheryl Saban (or in the event of their divorce, their subsequent respective spouses) (collectively “ Saban ”) or their Family Members (other than a portfolio company of any SCG Investor), (ii) then-current or former officers and/or employees of Saban or entities controlled by Saban who were issued such interests as a result of or in connection with their employment by Saban, or such officers’ and/or employees’ Family Members to the extent they receive such Transferred interests initially issued to such officer or employee as a result of or in connection with his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship or other entity created for estate or tax planning purposes all of the beneficiaries of which are any of the persons listed in subclause (i) to (iii)  of this clause (c) , (d) any Manager, any Family Member of such Manager, the Company or any subsidiary thereof, (e) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable Laws of descent and distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order, and (f) any Televisa Investor, following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any other Televisa Investor; in each case described in clauses (a)  through (f) , only if such transferee agrees to be bound by the terms of the Transaction Agreements in accordance with their respective terms to the same extent its transferor is bound thereby (it being
 
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understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group. No Restricted Person may be a “Permitted Transferee.”
“ Person ” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
“ PITV Investor Group ” shall mean (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided , however , that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ PITV Investors ” shall mean the Televisa Investors and the Principal Investors, collectively; provided , that a Principal Investor and/or a Televisa Investor shall cease to be a PITV Investor if it ceases to be a member of a PITV Investor Group; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investors in accordance with Section 3.8 .
“ Post Transaction Percentage ” shall mean, with respect to any Televisa Investor, the total percentage of equity (on a fully-diluted basis, including the equity issuable upon exercise of any Convertible Securities) in the acquiror that such Televisa Investor owns, directly or indirectly, immediately after giving effect to a Merger Exit or Non-Change of Control Merger, as applicable.
“ Post-IPO Public Sale ” shall mean a Transfer of Shares by the Principal Investors after the Initial Public Offering pursuant to an underwritten follow-on Public Offering or registered block trade.
“ Post-IPO Sale ” shall mean any Transfer by any Principal Investor of shares of Common Stock after the Initial Public Offering, whether pursuant to a Post-IPO Public Sale or otherwise.
“ Post-IPO Sale Buyer ” shall have the meaning set forth in Section 4.5 .
“ Post-IPO Sale Exercise Notice ” shall have the meaning set forth in Section 4.5.2 .
“ Post-IPO Sale Notice ” shall have the meaning set forth in Section 4.5.1 .
“ Post-IPO Sale Purchase Right ” shall have the meaning set forth in Section 4.5.2 .
 
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“ Pre Transaction Percentage ” shall mean, with respect to any Televisa Investor, the Capital Percentage that such Televisa Investor owns, directly or indirectly, immediately prior to giving effect to a Merger Exit or Non-Change of Control Merger, as applicable.
“ Principal Investor ” shall have the meaning set forth in the Preamble.
“ Principal Investor Agreement ” shall mean the Amended and Restated Principal Investor Agreement of the Company, dated as of the date hereof, among BMP, BMPH, Univision, Televisa and the Principal Investors, as it may be amended from time to time.
“ Principal Investor Group ” shall mean any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided , however , that any such Principal Investor Group shall cease to be a Principal Investor Group at such time it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by the Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8 . Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ Principal Investor Majority ” shall mean, with respect to a transaction between the Company or one of its subsidiaries on the one hand and a Principal Investor Group (or any member thereof) or one of its, or their, Affiliates on the other (a “ Group Related Affiliate ”), (a) Principal Investor Groups that are not and whose Affiliates are not Group Related Affiliates and who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Principal Investor Groups that are not and whose Affiliates are not a Group Related Affiliate with respect to such transaction, or (b) if each Principal Investor Group and/or an Affiliate of each Principal Investor Group is a Group Related Affiliate with respect to such transaction, the Majority Principal Investors.
“ Principal Investor Eighty-Five Percent Sell-Down ” shall mean the date upon which (i) the MDP Investors, PEP Investors, SCG Investors, THL Investors and TPG Investors, collectively, or (ii) any initial or successive Purchaser(s) of Control, as applicable, have voluntarily Transferred at least eighty-five percent (85%) or more, in the aggregate, of the shares of Common Stock held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations,
 
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reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than Permitted Transferees and other than Purchaser(s) of Control after which the transferor(s) in such transfer to a Purchaser(s) of Control will no longer have rights as a Principal Investor, but such Purchaser of Control (or successive Purchaser of Control) shall have the collective rights and obligations of such Principal Investors and such Principal Investor Groups under the Transaction Agreements in accordance with Section 3.8 .
“ Principal Investor Ninety-Eight Percent Sell-Down ” shall mean the date upon which (i) the MDP Investors, PEP Investors, SCG Investors, THL Investors and TPG Investors, collectively, or (ii) any initial or successive Purchaser(s) of Control, as applicable, have voluntarily Transferred at least ninety-eight percent (98%), in the aggregate, of the shares of Common Stock held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than Permitted Transferees and other than Purchaser(s) of Control after which the transferor(s) in such transfer to a Purchaser(s) of Control will no longer have rights as a Principal Investor, but such Purchaser of Control (or successive Purchaser of Control) shall have the collective rights and obligations of such Principal Investors and such Principal Investor Groups under the Transaction Agreements in accordance with Section 3.8 .
“ Principal Investor Sell-Down ” shall mean the date upon which (i) the MDP Investors, PEP Investors, SCG Investors, THL Investors and TPG Investors, collectively, or (ii) any initial or successive Purchaser(s) of Control, as applicable, have voluntarily Transferred *****, in the aggregate, of the shares of Common Stock held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than Permitted Transferees and other than Purchaser(s) of Control after which the transferor(s) in such transfer to a Purchaser(s) of Control will no longer have rights as a Principal Investor, but such Purchaser of Control (or successive Purchaser of Control) shall have the collective rights and obligations of such Principal Investors and such Principal Investor Groups under the Transaction Agreements in accordance with Section 3.8 .
“ Principal Investor Two-Thirds Sell-Down ” shall mean the date upon which (i) the MDP Investors, PEP Investors, SCG Investors, THL Investors and TPG Investors, collectively, or (ii) any initial or successive Purchaser(s) of Control, as applicable, have voluntarily Transferred at least sixty-six and two-thirds percent (66 2/3%), in the aggregate, of the shares of Common Stock held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) on the Calculation Date (as adjusted for any stock

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than Permitted Transferees and other than Purchaser(s) of Control after which the transferor(s) in such transfer to a Purchaser(s) of Control will no longer have rights as a Principal Investor, but such Purchaser of Control (or successive Purchaser of Control) shall have the collective rights and obligations of such Principal Investors and such Principal Investor Groups under the Transaction Agreements in accordance with Section 3.8 .
“ Program License Agreement ” shall have the meaning set forth in the Investment Agreement.
“ Pro Rata Portion ” shall mean:
(a) for purposes of Section 4.1.4 , with respect to each Tag Along Seller, a number of Shares equal to the aggregate number of Shares that the Prospective Buyer is willing to purchase in the proposed Sale, multiplied by a fraction, the numerator of which is the aggregate number of Tag Eligible Shares held by such Tag Along Seller and the denominator of which is the aggregate number of Tag Eligible Shares of the applicable class held by all Tag Along Sellers;
(b) for purposes of Section 4.6.6 , with respect to each First Offer Purchaser, a number of Shares equal to the aggregate number of Subject Shares multiplied by a fraction, the numerator of which is the aggregate number of Shares held by such First Offer Purchaser and the denominator of which is the aggregate number of Shares held by all First Offer Purchasers; and
(c) for purposes of Section 5.1.2 , with respect to each Principal Investor Group, Bank Investor and Glade Brook, such Person’s then percentage ownership of shares of Class S-1 Common Stock owned by the Principal Investor Groups, Bank Investors and Glade Brook, provided that if any of the THL Investors own any shares of Class S-1 Common Stock then the Pro-Rata Portion shall be based on such Person’s then percentage ownership of Class S Common Stock owned by the Principal Investor Groups.
“ Proposed Purchaser ” shall have the meaning set forth in Section 4.5.1 .
“ Prospective Buyer ” shall mean any Person or Group, including the Company or any of its subsidiaries or any other Stockholder, proposing to purchase or otherwise acquire Shares or all or substantially all assets from a Prospective Selling Stockholder, including pursuant to a Merger Exit; provided , that the term “Prospective Buyer,” as used in Sections 4.7 and 4.8 (and any other sections relating thereto), shall not include the Company or any of its subsidiaries.
“ Prospective Selling Stockholder ” shall mean:
(d) for purposes of Section 3.3 , any Investor that proposes to Transfer any Shares to any Prospective Buyer;
 
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(e) for purposes of Section 4.1 , any Stockholder that proposes to Transfer any Shares to any Prospective Buyer, including a First Offer Purchaser buying pursuant to Section 4.6 ;
(f) for purposes of Section 4.2 , any Stockholder forming part of the acting Majority Principal Investors that has elected to exercise the drag along right provided by such Section;
(g) for purposes of Section 4.5 , any Principal Investor that proposes to Transfer any shares in a transaction that is subject to such Section;
(h) for purposes of Section 4.6 , any Principal Investor that proposes to Transfer any Shares in a transaction that is subject to such Section;
(i) for purposes of Section 4.7 , (i) any Stockholder forming part of the acting Majority Principal Investors that proposes to Transfer any Shares in a Sponsor Sale that is subject to such Section or, (ii) for any time following Televisa’s timely Sponsor Sale Tag Along Election ( provided that it has not been revoked in accordance with Section 4.7.6 ), but only for purposes of the last sentence of Section 4.7.3 and the entirety of Section 4.7.6 , any Stockholder forming part of the acting Majority PITV Investors that proposes to Transfer any Shares in a Sponsor Sale that is subject to such Section;
(j) for purposes of Section 4.8 , (i) any Stockholder forming part of the acting Majority Principal Investors that proposes to Transfer any Shares in a Merger Exit that is subject to such Section or, (ii) for any time following Televisa’s timely Merger Exit Participation Election ( provided , that it has not been revoked in accordance with Section 4.8.9 ), but only for purposes of the last sentence of Section 4.8.3 and the entirety of Section 4.8.9 , any Stockholder forming part of the acting Majority PITV Investors that proposes to Transfer any Shares in a Merger Exit that is subject to such Section.
“ PRRCA Demand Rights ” shall mean, with respect to any Person, such Person’s rights as an “Initiating Investor” pursuant to Section 3.1 of the Participation, Registration Rights and Coordination Agreement.
“ Public Offering ” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.
“ Purchaser of Control ” shall mean one or more Persons (other than Restricted Persons) acquiring control of the Company pursuant to a Compliant Change of Control Transaction (including a Sponsor Sale or Merger Exit), but subject to and in accordance with Section 3.8 hereof. For the avoidance of doubt, such term shall include any and all successive “Purchasers of Control” after the initial Change of Control (including the initial Sponsor Sale or Merger Exit, if any) that occurs after the date hereof.
 
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“ Qualified Institutional Investor ” shall mean any of (a) the MDP Investors, (b) the PEP Investors, (c) the SCG Investors, (d) the THL Investors, (e) the TPG Investors, (f) the Televisa Investors, (g) the Bank Investors and (h) the respective Affiliates of the foregoing Persons.
“ Qualified Public Offering ” shall mean the first underwritten Public Offering (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or a comparable form) in which (i) the aggregate price to the public of all Common Stock sold in such offering (together with the aggregate price to the public of all Common Stock sold in any previous underwritten Public Offerings (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or any comparable form)) equals or exceeds $500,000,000 and (ii) the Common Stock of the Company sold in such offering (together with all Common Stock sold in any previous underwritten Public Offerings (other than any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or any comparable form)) represents less than 20% of the then-outstanding Common Stock; it being understood that the foregoing determination shall be made assuming that the TV Warrants have been exercised and converted.
“ Recapitalization Transaction ” shall mean a transaction not constituting a Change of Control approved by the Majority PITV Investors in which one or more classes of securities issued by the Company or any of its direct or indirect subsidiaries are, in whole or in part, converted into, or exchanged for, cash or securities in another form issued by the Company, any of its direct or indirect subsidiaries, a newly formed parent or affiliated Persons.
“ Reclassification ” shall have the meaning in the Recitals.
“ Regulatory Amendment or Waiver ” shall mean an amendment of the Federal Communications Laws by duly enacted legislation or administrative process, or a ruling or waiver by the FCC that increases or grants permission to exceed the foreign ownership limitations established by the Federal Communications Laws that currently requires FCC approval for non-U.S. individuals, entities and governments to own, in the aggregate, more than twenty-five percent (25%) of the equity interests or possess more than twenty-five percent (25%) of the voting rights of a U.S. entity that directly or indirectly controls a broadcast licensee or more than twenty percent (20%) of the equity interests or voting rights in such broadcast licensee (the “ Foreign Ownership Cap ”).
“ Restricted Class A Common Shares ” shall mean all shares of Class A Common Stock outstanding that are held by, attributable to, or voted by or on behalf of, non-U.S. Persons or entities, as determined under the Federal Communications Laws.
“ Restricted Class A Voting Amount ” shall mean, at any given time, the number of votes equal to (a) if the Maximum Voting Percentage plus the Restricted Class S-1 Voting Percentage is equal to the FCC FO Voting Cap, zero, or (b) if the Maximum Voting Percentage plus the Restricted Class S-1 Voting Percentage is less than the FCC FO Voting Cap, the lower of (i) the
 
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number of Restricted Class A Common Shares and (ii) an amount equal to (x) the Maximum Restricted Non-Televisa Voting Amount minus (y) the number of Restricted Class S-1 Common Shares.
“ Restricted Class A Voting Percentage ” shall mean, at any given time, a fraction, expressed as a percentage, the numerator of which is the Restricted Class A Voting Amount and the denominator of which is the Outstanding Voting Amount.
“ Restricted Class S-1 Common Shares ” shall mean all shares of Class S-1 Common Stock outstanding that are held by, attributable to, or voted by or on behalf of, non-U.S. Persons or entities, as determined under the Federal Communications Laws.
“ Restricted Class S-1 Voting Percentage ” shall mean, at any given time, a fraction, expressed as a percentage, the numerator of which is the number of Restricted Class S-1 Common Shares and the denominator of which is the Outstanding Voting Amount.
“ Restricted Non-T Voting Shares ” shall mean, collectively, all Restricted Class A Common Shares and Restricted Class S-1 Common Shares.
“ Restricted Person ” shall mean *****
“ Restricted Public Stockholders ” shall have the meaning set forth in Section 3.9.1(b) .
“ ROFO Notice ” shall have the meaning set forth in Section 5.5 .
“ Rule 144 ” shall mean Rule 144 under the Securities Act (or any successor rule).
“ Saban ” shall have the meaning set forth in the definition of “ Permitted Transferee .”
“ Sale ” shall mean a Transfer for value and the terms “ Sell ” and “ Sold ” shall have correlative meanings.
“ Sale Notice ” shall have the meaning set forth in Section 4.6.1 .
“ Saban Arrangements ” shall mean the arrangements reflected in the Saban Services Agreement, the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement or the BMPS4 LLC Agreement, as amended from time to time.
“ Saban Services Agreement ” shall mean the Amended and Restated Services Agreement, by and between the Company, SCG Investments IIB LLC, BMPS1, BMPS2, BMPS3 and BMPS4, dated as of the date hereof, as amended from time to time.

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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“ Sales Agency Agreement ” shall have the meaning set forth in the Investment Agreement.
“ SCG Investors ” shall mean, as of any date, SCG Investments II, LLC and its Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Second Program License Agreement ” shall have the meaning set forth in the Investment Agreement.
“ Securities Act ” shall mean the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Senior Officer ” shall have the meaning set forth in the Investment Agreement.
“ Shares ” shall mean (a) all shares of Common Stock held by a Stockholder, whenever issued, including all shares of Common Stock issued upon the exercise, conversion or exchange of any Convertible Securities and (b) all Convertible Securities held by a Stockholder (treating such Convertible Securities as a number of Shares equal to the number of Equivalent Shares represented by such Convertible Securities for all purposes of this Agreement except as otherwise specifically set forth herein). Notwithstanding the foregoing, Shares shall include Management Shares for all purposes of this Agreement, provided, that with respect to Section 4.6 , (x) Shares held by a Prospective Selling Stockholder shall include all Management Shares, and (y) Shares held by Persons other than a Prospective Selling Stockholder shall only include Management Shares which are not Incentive Shares. For the avoidance of doubt, (i) upon a proposed Transfer of Convertible Securities (including the TV Warrants), such Transfer shall be deemed to be of that number of Shares into which the Convertible Securities are convertible, assuming that all conditions to which the Transfer of the Convertible Securities are subject have been satisfied; (ii) any Shares held by BMPS1 and BMPS3 shall be deemed to be held by the Principal Investors (in proportion to their respective interests in BMPS1) for all purposes under this Agreement; and (iii) any Shares held by BMPS2 and BMPS4 shall be deemed to be held by Televisa for all purposes under this Agreement.
“ Significant Subsidiary ” shall mean any “significant subsidiary,” as that term is defined in Regulation S-X promulgated under the Securities Act and the Exchange Act (or any successor regulation); provided that all references to ten percent (10%) set forth therein shall be deemed to be references to seven and one-half percent (7.5%) for purposes of this definition.
“ Sixth Anniversary Period ” shall have the meaning set forth in Section 5.3.2(d) .
“ Specified Restricted Person ” shall mean *****

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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“ Sponsor Exit Sell-Down ” shall mean the earliest of (a) a Principal Investor Sell-Down, (b) three (3) years after a Principal Investor Eighty-Five Percent Sell-Down and (c) the first date after a Principal Investor Eighty-Five Percent Sell-Down on which date the remaining Common Stock held collectively by the Principal Investor Groups is not held by (x) at least three (3) of the Principal Investor Groups who each then hold at least fifteen percent (15%) of the aggregate shares of Common Stock then held by the Principal Investor Groups (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) or (y) if the SCG Investors continue to hold more than a de minimus number of shares of Common Stock at such time, at least two (2) of the Principal Investor Groups who each then hold at least fifteen percent (15%) of the aggregate shares of Common Stock then held by the Principal Investor Groups (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3).
“ Sponsor Sale ” shall have the meaning set forth in Section 4.7 .
“ Sponsor Sale Election Deadline ” shall have the meaning set forth in Section 4.7.2 .
“ Sponsor Sale Notice ” shall have the meaning set forth in Section 4.7.1 .
“ Sponsor Sale Tag Along Election ” shall have the meaning set forth in Section 4.7.1 .
“ Sponsor Sale Tag Along Rights ” shall have the meaning set forth in Section 4.7.1 .
“ Standstill Release Requirements ” shall have the meaning set forth in the Investment Agreement.
“ Stockholders ” shall have the meaning set forth in the Preamble.
“ Stockholders Agreement ” shall have the meaning set forth in the Recitals.
“ Strategic Buyer ” shall have the meaning set forth in the Investment Agreement.
“ Strategic ROFO ” shall have the meaning set forth in Section 5.3.2(a) .
“ Subject Shares ” shall have the meaning set forth in Section 4.6.1(a)(i) .
“ subsidiary ” of any Person, shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
“ T Voting Amount ” shall mean, in connection with a vote of the Company’s stockholders while a share of Class T-3 Common Stock is outstanding, a number of votes equal to the quotient of (a)(i) the aggregate number of Non-Restricted Class A Common Shares, Restricted Class A
 
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Voting Amount, Non-Restricted Class S-1 Common Stock, and Restricted Class S-1 Common Stock multiplied by (ii) the Maximum Voting Percentage and (b) one minus the Maximum Voting Percentage.
“ T-3 Voting Amount ” shall mean, in connection with a vote of the Company’s stockholders, if a Televisa Supervoting Forfeiture Condition exists, one; or if a Televisa Supervoting Forfeiture Condition does not exist, a number of votes equal to (a) the T Voting Amount as of such date minus (b) the number of shares of Class T-1 Common Stock outstanding as of such date.
“ Tag Along Holder ” shall have the meaning set forth in Section 4.1.1 .
“ Tag Along Notice ” shall have the meaning set forth in Section 4.1.1 .
“ Tag Along Offer ” shall have the meaning set forth in Section 4.1.2 .
“ Tag Along Sale Percentage ” shall have the meaning set forth in Section 4.1.1(a) .
“ Tag Along Sellers ” shall have the meaning set forth in Section 4.1.2 .
“ Tag Eligible Shares ” shall mean, at any time, all Shares that (a) are not Management Shares, or (b) are Management Shares that will be Vested Shares as of the proposed Transfer date specified in the Tag Along Notice, if so specified, and otherwise the anticipated Transfer date as reasonably determined in good faith by the Prospective Selling Stockholder.
“ Televisa ” shall have the meaning set forth in the Preamble.
“ Televisa Closing ” shall mean the closing of the transactions contemplated by the Investment Agreement.
“ Televisa Investors ” shall mean, as of any date, collectively, (i) Televisa and any Permitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii)  above, provided , that such Permitted Transferee is, as of such date, a member of, a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (i) , (ii)  and (iii) , only if and to the extent such Person is then a Stockholder and holds any Shares; provided , further , that BMPS2 and BMPS4 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 and BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and BMPS4, including regardless of any Transfer of Shares by BMPS2 and BMPS4 under the Saban Arrangements.
“ Televisa Purchase Right Shares ” shall have the meaning set forth in Section 4.5.1 .
 
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“ Televisa Sell-Down ” shall mean the date upon which the Televisa Investors have voluntarily sold *****, in the aggregate, of the shares of Common Stock and Convertible Securities exchangeable or convertible into shares of Common Stock or TV Warrants (on an as-converted basis) held by Televisa on the Calculation Date as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes; provided that the sale of any Shares by Persons who are “Televisa Investors” pursuant to clause (ii) or (iii) of the definition thereof shall not count towards a Televisa Sell-Down except to the extent that such Person acquired such Shares from Televisa.
“ Televisa Eighty Percent Sell-Down ” shall mean the date upon which the Televisa Investors have voluntarily sold eighty percent (80%) or more, in the aggregate, of the shares of Common Stock and Convertible Securities exchangeable or convertible into shares of Common Stock or TV Warrants (on an as-converted basis) held by Televisa on the Calculation Date as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes; provided that the sale of any Shares by Persons who are “Televisa Investors” pursuant to clause (ii) or (iii) of the definition thereof shall not count towards a Televisa Sell-Down except to the extent that such Person acquired such Shares from Televisa.
“ Televisa Side Letter ” shall mean that certain letter agreement dated as of [            ], 2015 between the Company and Televisa, as amended from time to time.
“ Televisa Supervoting Forfeiture Condition ” means, any time (i) prior to a Televisa Sell-Down that none of the Televisa Investors hold any TV Warrants or (ii) following a Televisa Sell-Down.
“ Third Anniversary Period ” shall have the meaning set forth in Section 5.3.2(a) .
“ THL ” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund VI Investors (Univision), L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ THL Co-Investment Vehicles ” shall mean, as of any date, THL Equity Fund VI Intermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (Univision US), L.P., THL Equity Fund VI Investors (GS), LLC and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and

***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
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members as contributed to the equity of THL, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ THL Investors ” shall mean, as of any date, THL, the THL Co-Investment Vehicles and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ TOC Application ” shall have the meaning set forth in the Televisa Side Letter.
“ TOC Approval ” shall mean the written grant of approval by the FCC of a TOC Application.
“ TPG ” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ TPG Co-Investment Vehicles ” shall mean, as of any date, TPG Umbrella Co-Investment, L.P., TPG Umbrella International Co-Investment, L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of TPG, (ii) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV, L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ TPG Investors ” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Stockholder and holds any Shares.
“ Transaction Agreements ” shall mean this Agreement, the Investment Agreement, the Principal Investor Agreement, the Participation, Registration Rights and Coordination Agreement, the TV Warrants, the Televisa Side Letter and the Charter and bylaws of the Company, the organizational documents of BMPH and Univision.
“ Transfer ” shall mean any sale, pledge (provided that the term “Transfer” shall not be deemed to include a pledge of any Shares pursuant to a bona fide financing with a financial institution, commercial lender or other bona fide provider of debt financing, but shall be deemed to include a foreclosure on, or subsequent Transfer of, any such pledged Shares), assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a
 
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“Transfer” subject to the restrictions on Transfer contained or referenced in Section 3 (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee (in which case, to the extent such transferee then holds assets in addition to Shares, the determination of the purchase price deemed to have been paid for the Shares held by such transferee in such deemed transfer for purposes of the provisions of Sections 3 and 4 shall be made by the Board in good faith), (b) with respect to any Acquisition Holdco, or any holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such Acquisition Holdco or holder other than to a Permitted Transferee of such Acquisition Holdco or holder or of the party transferring the equity of such holder, or (c) with respect to an Affiliate of Televisa of which the Shares held by such Affiliate constitute a majority of the value of such Affiliate, there is a direct Transfer of the equity interests of such Affiliate other than to a Permitted Transferee of such Affiliate or of the party transferring the equity of such Affiliate or to the shareholders of any publicly traded parent entity of such Affiliate. For the avoidance of doubt, a conversion of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and/or Class T-2 Common Stock into Common Stock of any such other classes pursuant to the Charter shall not be deemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall be treated as a Transfer of a proportional number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4 as applicable (based on the total number of Units outstanding and the total number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4 as the case may be), in each case, as of immediately prior to such Transfer. No securities transferred to or held by BMPS1, BMPS2, BMPS3 or BMPS4 will be deemed to have been Transferred until they are sold by BMPS1, BMPS2, BMPS3 or BMPS4 as applicable. Notwithstanding the foregoing, with respect to securities acquired by BMPS2 and BMPS4 from any Televisa Investor, such securities will continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2 and BMPS4 and under the Saban Arrangements.
“ TV Warrants ” shall mean the Company warrants exercisable for shares of Class T-1 Common Stock and/or Class T-2 Common Stock, as applicable
 
“ Units ” shall have the meaning set forth in the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement and the BMPS4 LLC Agreement, as applicable.
“ Univision ” shall have the meaning set forth in the Preamble.
“ Unvested Shares ” shall mean, with respect to a Manager at any time, the Management Shares held by such Manager which remain subject to vesting requirements or other service or performance based conditions to ownership at such time.
“ Vested Shares ” shall mean, with respect to a Manager at any time, the Management Shares held by such Manager which are not subject to vesting requirements or other service or performance based conditions to ownership at such time.
“ Voting Percentage ” shall mean, in connection with the percentage of votes that may be cast by the holders of Class A Common Stock, Class S-1 Common Stock, Class T-1 Common Stock and Class T-3 Common Stock on Combined Vote Matters, a fraction expressed as a
 
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percentage, (i) the numerator of which is the T Voting Amount, and (ii) the denominator of which is the Outstanding Voting Amount. For the avoidance of doubt, the shares of Common Stock issuable (but not yet issued) upon exercise of the TV Warrants or issuable (but not yet issued) in respect of the Equity Incentive Plans shall not be considered outstanding for purposes of this definition.
“ Withdrawing Holder ” shall have the meaning set forth in Section 8.3 .
“ Withdrawn Shares ” shall have the meaning set forth in Section 8.3 .
10. MISCELLANEOUS .
10.1 Authority; Effect . Each party hereto, severally and not jointly, represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and BMPH shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.
10.2 Notices . Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or (c) sent by overnight courier, in each case, addressed as follows:
If to the Company, BMPH or Univision, to it:

c/o Univision Communications Inc.	
605 Third Avenue, 12th Floor	
New York, NY 10158	
Facsimile No.: (646) 964-6681	
Attention: General Counsel	
Email: jschwartz@univision.net
 
with a copy (which shall not constitute notice) to:	
	
Weil, Gotshal & Manges LLP	
100 Federal Street, 34th Floor	
Boston, Massachusetts 02110	
Facsimile No.: (617) 772-8333	
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.	
Email: david.duffell@weil.com and shayla.harlev@weil.com	
 
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If to any Stockholder, to it at the address set forth on Exhibit A , or if not set forth thereon, in the records of the Company.
Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof. Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (z) seven (7) Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.
10.3 Entire Agreement; No Assignment . This Agreement, the Transaction Agreements, any exhibits or schedules hereto or thereto and any other agreement, document or instrument referred to herein or therein set forth the entire understanding and agreement of the parties, and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof (including the Memorandum of Understanding, dated October 4, 2010, by and among certain of the parties hereto and the Memorandum of Understanding, dated July 1, 2015, by and among certain of the parties hereto). Except as otherwise expressly provided herein or therein, no Stockholder party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.
10.4 Descriptive Heading . The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.
10.5 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon. The signatory thereto with the same force and effect as if the signature were an original.
10.6 Severability . In the event that any provision hereof would, under applicable Law (other than Federal Communications Laws, in which case any modification or limitation must be agreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the other hand (or if there are no Principal Investors, the agreement of Televisa and the Board of the Company shall be required)), be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect pursuant to the preceding sentence, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.
10.7 No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the parties hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents
 
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or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof, in its capacity as such ( provided that, for the avoidance of doubt, such recourse may be had against any such Person in its capacity as a party signatory hereto), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner, member, manager or trustee of any Stockholder or of any Affiliate or assignee thereof, in its capacity as such ( provided that, for the avoidance of doubt, such recourse may be had against any such Person in its capacity as a party signatory hereto), for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
10.8 Aggregation of Shares . All Shares held by a Stockholder and its Affiliates and Affiliated Funds shall be aggregated together for purposes of determining the availability of any rights or incurrence of any obligations under Section 4 . Within any Principal Investor Group, the Principal Investors who are members of such Principal Investor Group may allocate the ability to exercise any rights and/or the incurrence of any obligations under this Agreement in any manner that such Principal Investor Group (by a Majority in Interest of the Shares held by such Principal Investor Group) sees fit.
10.9 Obligations of Company, BMPH and Univision . Each of the Company, BMPH and Univision shall be jointly and severally liable for any payment obligation of any of the Company, BMPH or Univision pursuant to this Agreement.
10.10 Confidentiality; Non-Solicitation .
10.10.1 Confidentiality . Each Stockholder agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to monitor its investment in the Company and its subsidiaries (or, in the case of information relating to a Sponsor Sale or Merger Exit, to evaluate, negotiate and implement the terms and conditions of such Sponsor Sale or Merger Exit, as applicable), any confidential information obtained from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 10.10 by such Stockholder or its Affiliates), (b) is or has been independently developed or conceived by such Stockholder without use of the Company’s confidential information or (c) is or has been made known or disclosed to such Stockholder by a third party (other than an Affiliate of such Stockholder) without a breach of any obligation of confidentiality such third party may have to the Company that is known to such Stockholder; provided , however , that a Stockholder may disclose confidential information (v) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company (or, in the case of information relating to a Sponsor Sale or Merger Exit, to evaluate, negotiate and
 
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implement the terms and conditions of such Sponsor Sale or Merger Exit, as applicable), (w) to any prospective purchaser of any Shares from such Stockholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 10.10 as if a Stockholder, (x) to any Affiliate, partner, member or related investment fund of such Stockholder and their respective directors, employees and consultants, in each case in the ordinary course of business, (y) as may be reasonably determined by such Stockholder to be necessary in connection with such Stockholder’s enforcement of its rights in connection with this Agreement or its investment in the Company and its subsidiaries or (z) as may otherwise be required by applicable Law or legal, judicial or regulatory process, provided that such Stockholder takes reasonable steps to minimize the extent of any required disclosure described in this clause (z)  (other than in connection with filings required under applicable securities or stock exchange Laws); and provided , further , that the acts and omissions of any Person to whom such Stockholder may disclose confidential information pursuant to clauses (v)  through (x)  of the preceding proviso shall be attributable to such Stockholder for purposes of determining such Stockholder’s compliance with this Section 10.10 . Each of the parties hereto acknowledge that the Investors or any of their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including any enterprise which may have products or services which compete directly or indirectly with those of the Company and its subsidiaries, and may trade in the securities of such enterprise. Nothing in this Section 10.10 shall preclude or in any way restrict the Investors or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company.
10.10.2 Non-Solicitation . Until the Expiration Date, after reasonable inquiry under the circumstances, neither Televisa nor the Company shall, and shall cause their respective directors, officers, employees, consultants and Affiliates (other than the Principal Investors and their non-Company Affiliates) not to, directly or indirectly, knowingly hire, employ or otherwise engage (a) any individual with annual compensation of $150,000 or more who is or has been within the previous year employed by Televisa or Univision, as applicable, or any of their respective Affiliates or (b) any individual person or Affiliate of such individual person who has been an independent contractor (excluding attorneys, accountants, investment bankers and other professional advisors) to any of either Univision or its Affiliates or Televisa or its Affiliates, as applicable, within the preceding twelve months and received compensation in excess of $150,000 during such period or annually.
10.11 Opportunities . Subject to Section 10.10 , each of the parties hereto acknowledge that the Principal Investors, the Bank Investors and the Televisa Investors (each, an “ Institutional Investor ,” and collectively, the “ Institutional Investors ”) or any of their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including an enterprise which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities of such enterprise. Nothing in this Agreement shall preclude or in any way restrict the Institutional Investors or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof whether or not
 
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such enterprise has products or services that compete with those of the Company. Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that: (a) the Institutional Investors, members of the Board of Directors designated by such Institutional Investors and Affiliates of such Institutional Investors, have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company, BMPH or Univision or any of their respective Affiliates, including those deemed to be Competitors or Restricted Persons; (b) in the event an Institutional Investor (other than the Televisa Investors), member(s) of the Board of Directors designated by such Institutional Investor (other than the Televisa Investors) or Affiliates of such Institutional Investor (other than Affiliates of the Bank Investors and Televisa Investors, to the extent such Affiliates of Bank Investors are not limited partners of the Bank Investors), directly or indirectly, engage (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-traded company) in the same or similar business activities or lines of business as the Company, BMPH or Univision or any of their respective Affiliates, including those deemed to be Competitors or Restricted Persons, such Institutional Investor (other than a Televisa Investor) shall promptly disclose to the Board, in reasonable detail, the nature and identity of such business activities or lines of business and shall provide the Board additional information as reasonably requested thereby in connection with such activity, and (c) in the event that an Institutional Investor, members of the Board of Directors designated by such Institutional Investors or any Affiliate of such Institutional Investor acquires knowledge of a potential transaction or matter that may be a corporate opportunity for any of the Company, BMPH, Univision or any Affiliate thereof, such Institutional Investor, members of the Board of Directors designated by such Institutional Investors or Affiliate of such Institutional Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, BMPH, Univision or any Affiliate thereof, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, BMPH, Univision or any Affiliate thereof or the Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Investor, any Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company.
10.12 Information Rights .
10.12.1 Historical Financial Information . The Company will furnish the following to each Stockholder:
(a) As soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, the consolidated balance sheet of the Company and its subsidiaries as at the end of each such fiscal year and the consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and its subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with generally
 
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accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its subsidiaries at the dates thereof and the results of their operations and changes in their cash flows and stockholders equity for the periods covered thereby.
(b) As soon as available, and in any event within 60 days after the end of each fiscal quarter of the Company for the first three fiscal quarters of a fiscal year, the consolidated balance sheet of the Company and its subsidiaries as at the end of such quarter and the consolidated statements of income for such quarter and the portion of the fiscal year then ended of the Company and its subsidiaries, in each case prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior years (without footnote disclosure and subject to year-end adjustments), setting forth in each case the figures for the corresponding periods of the previous fiscal year, or, in the case of such balance sheet, for the last day of such fiscal year, in comparative form, all in reasonable detail.
10.12.2 Satisfaction . Notwithstanding anything to the contrary in Section 10.12.1 , the Company may satisfy its obligation thereunder by (a) providing or filing with the Commission on EDGAR or in such other manner as makes them publicly available the financial statements of any of BMPH or Univision to the extent such financial statements reflect the entirety of the operations of the business of the Company, BMPH, Univision and their subsidiaries, together with the separate financial statements of the Company and, if applicable, BMPH (which separate financial statements may be unaudited if the Company and, if applicable, BMPH are holding companies of the stock of BMPH (in the case of the Company) and Univision (in the case of BMPH) without operations for the periods covered by such financial statements) and consolidating schedules or (b) filing such financial statements of the Company with the Commission on EDGAR or in such other manner as makes them publicly available. The Company’s obligation to furnish the materials described in Section 10.12.1 shall be satisfied so long as it transmits such materials to the Stockholders within the time periods specified in Section 10.12.1 , notwithstanding that such materials may actually be received after the expiration of such periods.
10.12.3 Period . Each of the foregoing provisions of this Section 10.12 shall expire on the closing of the Initial Public Offering, but only for such time as the Company files the financial statements contemplated by Section 10.12.1 with the Commission on EDGAR or in such other manner as makes them publicly available.
10.13 Consent to Notice of Stockholders Meetings . Each Stockholder hereby agrees and consents to receive notices by the Company of any stockholders meetings (including any notices required under the bylaws of the Company) by facsimile or by email.
10.14 Certain Limitations . Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall be liable to the other parties under this Agreement for any special, consequential, punitive, indirect or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise.
 
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11. GOVERNING LAW .
11.1 Governing Law . This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the “ Covered Matters ”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed by the laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent that such principles or rules would require or permit the application of laws of another jurisdiction.
11.2 Consent to Jurisdiction . Subject to Section 4.9 , each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (and if the Chancery Court does not accept jurisdiction, the federal court located in Delaware if the federal court in Delaware does not accept jurisdiction, any state court in Delaware) (any of the above, the “ Delaware Court ”) for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a)  above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware Law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.2 hereof is reasonably calculated to give actual notice.
11.3 WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY
 
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WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 11.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
11.4 Exercise of Rights and Remedies . No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
11.5 No Third Party Beneficiaries . Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and their permitted transferees, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.
11.6 No Derogation of Other Rights . Notwithstanding anything to the contrary herein, nothing in this Agreement derogates from any party’s rights and obligations under the Commercial Agreements.
11.7 No Partnership, Agency, or Joint Venture . This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.
[Signature pages follow]
 
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	 		 	UNIVISION HOLDINGS, INC.	
				
	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	

BMPH:	 		 	BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
				
	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	

UNIVISION:	 		 	UNIVISION COMMUNICATIONS INC.	
				
	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:	

 	
Name:	 		
Title:	 		
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THE PRINCIPAL INVESTORS :

MDP INVESTORS	
		
	 	MADISON DEARBORN CAPITAL PARTNERS IV, L.P.	
		
	 	By: Madison Dearborn Partners IV, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MDCPIV INTERMEDIATE (UMBRELLA), L.P.	
		
	 	By: Madison Dearborn Partners IV, L.P. its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.	
		
	 	By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
MDCPV INTERMEDIATE (UMBRELLA), L.P.	
	
By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
	
By: Madison Dearborn Partners, LLC, its General Partner	
		
By:	 	*	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
	
MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.	
	
By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
	
By: Madison Dearborn Partners, LLC, its General Partner	
		
By:	 	*	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
	
MDCP US CO-INVESTORS (UMBRELLA), L.P.	
	
By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
	
By: Madison Dearborn Partners, LLC, its General Partner	
		
By:	 	*	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of MDP INVESTORS:	

 	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
PEP INVESTORS	
	
PROVIDENCE INVESTORS V (UNIVISION) L.P.	
	
By: Providence Umbrella GP L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
	
PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P.	
	
By: Providence Equity GP V L.P., its General Partner	
	
By: Providence Equity Partners V L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
	
PROVIDENCE INVESTORS VI (UNIVISION) L.P.	
	
By: Providence VI Umbrella GP L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
	
PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P.	
	
By: Providence Equity GP VI L.P., its General Partner	
	
By: Providence Equity Partners VI L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
PROVIDENCE CO-INVESTORS (UNIVISION) L.P.	
	
By: Providence Umbrella GP L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
	
PROVIDENCE CO-INVESTORS (UNIVISION US) L.P.	
	
By: Providence Umbrella GP L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of PEP INVESTORS:	

 	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
SCG INVESTMENTS II, LLC, a Delaware LLC	
		
By:	 	 	
Name:	 	Adam Chesnoff	
Title:	 	Manager	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

					
TPG INVESTORS	
		
	 	TPG UMBRELLA IV, L.P.	
			
	 	By:	 	TPG Advisors IV, Inc.,	
	 		 	its general partner	
			
	 	By:	 	*	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
		
	 	TPG UMBRELLA INTERNATIONAL IV, L.P.	
			
	 	By:	 	TPG Advisors IV, Inc.,	
	 		 	its general partner	
			
	 	By:	 	*	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
		
	 	TPG MEDIA V-AIV 1, L.P.	
			
	 	By:	 	TPG Advisors V, Inc.,	
	 		 	its general partner	
			
	 	By:	 	*	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

					
TPG MEDIA V-AIV 2, L.P.	
		
By:	 	TPG Advisors V, Inc.,	
	 	its general partner	
		
By:	 	 	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
	
TPG UMBRELLA CO-INVESTMENT, L.P.	
		
By:	 	TPG Advisors V, Inc.,	
	 	its general partner	
		
By:	 	 	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
	
TPG UMBRELLA INTERNATIONAL CO-INVESTMENT, L.P.	
		
By:	 	TPG Advisors V, Inc.,	
	 	its general partner	
		
By:	 	 	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of TPG INVESTORS:	

By:	 	 	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
THL INVESTORS	
	
THOMAS H. LEE EQUITY FUND VI, L.P.	
		
By:	 	THL Equity Advisors VI, LLC, its general partner	
		
By:	 	Thomas H. Lee Partners, L.P., its sole member	
		
By:	 	Thomas H. Lee Advisors, LLC, its general partner	
		
By:	 	THL Holdco, LLC, its managing member	
		
By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
	
THL EQUITY FUND VI INVESTORS (UNIVISION), L.P.	
		
By:	 	THL Equity Advisors VI, LLC, its general partner	
		
By:	 	Thomas H. Lee Partners, L.P., its sole member	
		
By:	 	Thomas H. Lee Advisors, LLC, its general partner	
		
By:	 	THL Holdco, LLC, its managing member	
		
By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
	
THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION), L.P.	
		
By:	 	THL Equity Advisors VI, LLC, its general partner	
		
By:	 	Thomas H. Lee Partners, L.P., its sole member	
		
By:	 	Thomas H. Lee Advisors, LLC, its general partner	
		
By:	 	THL Holdco, LLC, its managing member	
		
By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION US), L.P.	
		
By:	 	THL Equity Advisors VI, LLC, its General Partner	
		
By:	 	Thomas H. Lee Partners, L.P., its Sole Member	
		
By:	 	Thomas H. Lee Advisors, LLC, its General Partner	
		
By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
	
THL EQUITY FUND VI INVESTORS (GS), LLC	
	
By: THL Equity Advisors VI, LLC, its Manager	
		
By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of THL INVESTORS:	

By:	 	 	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THE BANK INVESTORS :

BACI INVESTORS INTERMEDIATE (UNIVISION), L.P.	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
SP INVESTORS INTERMEDIATE (UNIVISION-SP), L.P.	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
WCP INVESTORS INTERMEDIATE (UNIVISION), L.P.	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

MANAGERS :

ANDREW W. HOBSON	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
ANDREW W. HOBSON GST EXEMPT 2012 TRUST	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
MARGARET HOBSON GST EXEMPT 2012 TRUST	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

	
JOHN ECK	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
RANDEL A. FALCO GRANTOR RETAINED ANNUITY TRUST	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

	
ROBERTO LLAMAS	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

	
PETER LORI	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

	
STEVE MANDALA	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

	
TONIA O’CONNOR MAYES	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

	
KEITH TURNER	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
BMPI SERVICES LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
BMPI SERVICES II, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
BMPI SERVICES III, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

			
BMPI SERVICES IV, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THE OTHER INVESTORS:

GLADE BROOK PRIVATE INVESTORS II LP	
	
By: Glade Brook Private Management LLC, its general partner	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

TELEVISA:

GRUPO TELEVISA, S.A.B.	
			
	 	By:	 	 	
	 		 	Name:	 		
	 		 	Title:	 		
			
	 	By:	 	 	
	 		 	Name:	 		
	 		 	Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Exhibit A
Stockholder Notice Addresses

Stockholder	 	Address	 	With Copies to (which shall not constitute notice):	
MDP Investor or to the MDP Principal Investor Group	 	c/o Madison Dearborn Partners
Three First National Plaza, Suite 3800
Chicago, Illinois, 60602
Facsimile No.: (312) 895-1221
Attention: Zaid F. Alsikafi
Email: zalsikafi@mdcp.com	 	Three First National Plaza, Suite 3800
Chicago, Illinois, 60602
Facsimile No.: (312) 895-1041
Attention: Mark Tresnowski, Esq.
Email: mtresnowski@mdcp.com	
			
PEP Investor or to the PEP Principal Investor Group	 	c/o Providence Equity Partners Inc.
50 Kennedy Plaza, 18 th Floor
Providence, Rhode Island 02903
Facsimile No.: (401) 751-1790
Attention: Jonathan M. Nelson
Email: jnelson@provequity.com	 	Weil, Gotshal & Manges LLP
50 Kennedy Plaza, 11 th Floor
Providence, Rhode Island 02903
Facsimile No.: (401) 278-4701
Attention: David K. Duffell, Esq.
Email: david.duffell@weil.com	
			
SCG Investor or to the SCG Principal Investor Group	 	c/o Saban Capital Group
10100 Santa Monica Boulevard
Los Angeles, California 90067
Facsimile No.: (310) 557-5100
Attention: Adam Chesnoff
Email: achesnoff@saban.com	 	10100 Santa Monica Boulevard
Suite 2600
Los Angeles, California 90067
Facsimile No.: (310) 557-5103
Attention: Niveen Tadros, Esq.
Email: ntadros@saban.com	
			
THL Investor or to the THL Principal Investor Group	 	c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 227-3514
Attention: Scott Sperling
Email: ssperling@thl.com	 	Weil, Gotshal & Manges LLP
100 Federal Street, 34 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 772-8333
Attention: David P. Kreisler, Esq.
Email: david.kreisler@weil.com	
			
TPG Investor or to the TPG Principal Investor Group	 	c/o Texas Pacific Group
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
Facsimile No.: (817) 871-4010
Attention: Clive Bode
Email: cbode@tpg.com	 	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Facsimile No.: (212) 225-3999
Attention: Glenn P. McGrory, Esq. and Paul Shim, Esq.
Email: gmcgrory@cgsh.com and pshim@csgh.com	

					
Stockholder	 	Address	 	With Copies to (which shall not constitute notice):	
BACI Investors Intermediate (Univision), L.P.	 	c/o Banc of America Capital Investors V, L.P.
Bank of America Corporate Center
100 North Tryon Street, 25th Floor
Charlotte, NC 28255
Attn: Robert Sheridan
Fax: (704) 386-6432
Phone: (704) 386-1324
Email: [    ]	 	Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Facsimile No. (312) 862-2200
Attention: Margaret A. Gibson, P.C.
Email: [    ]	
			
SP Investors Intermediate (Univision-SP), L.P.	 	c/o Strategic Partners
345 Park Avenue
New York, NY 10154
Attn: Peter Song
Fax: (646) 455-4271
Phone: (646) 482-8936
Email: peter.song@stratpartners.com	 	c/o Strategic Partners
345 Park Avenue
New York, NY 10154
Attn: Michael Petryczenko
Fax: (646) 482-8944
Phone (646) 482-8927
Email: Michael.Petryczenko@Stratpartners.com	
			
WCP Investors Intermediate (Univision), L.P.	 	c/o Pamlico Capital II, L.P.
150 North College Street, 24th Floor
Charlotte, NC 28202
Attn: Walker Simmons
Fax: (704) 414-7160
Phone: (704) 414-7191
Email: [    ]	 	c/o Pamlico Capital II, L.P.
150 North College Street, 24th Floor
Charlotte, NC 28202
Attn: Michele Bailey
Fax: (704) 414-7160
Phone: (704) 414-7111
Email: [    ]	
			
BMPI Services, LLC	 	c/o Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, NY 10158
Attn: General Counsel
Facsimile: (646) 964-6681
Email: jschwartz@univision.net	 	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	

					
Stockholder	 	Address	 	With Copies to (which shall not constitute notice):	
BMPI Services II, LLC	 	c/o Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, NY 10158
Attn: General Counsel
Facsimile: (646) 964-6681
Email: jschwartz@univision.net	 	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	
			
BMPI Services III, LLC	 	c/o Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, NY 10158
Attn: General Counsel
Facsimile: (646) 964-6681
Email: jschwartz@univision.net	 	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	

					
Stockholder	 	Address	 	With Copies to (which shall not constitute notice):	
BMPI Services IV, LLC	 	c/o Univision Communications Inc.	 	Cleary Gottlieb Steen & Hamilton LLP	
	 	605 Third Avenue, 12th Floor
New York, NY 10158
Attn: General Counsel
Facsimile: (646) 964-6681
Email: jschwartz@univision.net	 	One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	
			
Andrew H. Hobson	 	35 Close Road
Greenwich, Connecticut 06831
Facsimile: [    ]
Email: [    ]	 	Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Michael S. Sirkin
Facsímile: (212) 969-2900
Email: [    ]	
			
Andrew W. Hobson GST Exempt 2012 Trust	 	35 Close Road
Greenwich, Connecticut 06831
Facsimile: [    ]
Email: [    ]	 	Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Michael S. Sirkin
Facsímile: (212) 969-2900
Email: [    ]	
			
Margaret Hobson GST Exempt 2012 Trust	 	35 Close Road
Greenwich, Connecticut 06831
Facsimile: [    ]
Email: [    ]	 	Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Michael S. Sirkin
Facsímile: (212) 969-2900
Email: [    ]	
			
John Eck	 	[    ]	 	[    ]	
			
Randel A. Falco Grantor Retained Annuity Trust	 	[    ]	 	[    ]	

					
Stockholder	 	Address	 	With Copies to (which shall not constitute notice):	
Roberto Llamas	 	[    ]	 	[    ]	
			
Peter Lori	 	[    ]	 	[    ]	
			
Steve Mandala	 	[    ]	 	[    ]	
			
Tonia O’Connor Mayes	 	[    ]	 	[    ]	
			
Keith Turner	 	[    ]	 	[    ]	
			
Glade Brook Private Investors II L.P.	 	c/o Glade Brook Capital Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
Facsimile: (203) 861-3050
Attention Paul Barron
Email: [    ]	 	Bingham McCatchen LLP
One Federal Street
Boston, MA 02110
Facsimile: (617) 345-5079
Attention: Steven Tirrell
Email: [    ]	
			
Grupo Televisa S.A.B.	 	c/o Grupo Televisa, S.A.B
Building A, 4th Floor
No. 2000 Colonia Santa Fe
Mexico, DF / 01210 / Mexico
Facsimile: + 52 55 5261 2494
Attention: General Counsel
Email: jbalcarcel@televisa.com.mx	 	Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Facsimile No.: (212) 403-2000
Attention: Joshua R. Cammaker
Email: jrcammaker@wlrk.com	

SCHEDULE I
[Please see attached.]
 
i

SCHEDULE II
*****
 
***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 
ii

SCHEDULE III
PERMITTED PERSONS
“ Permitted Person ” shall mean any of The Hearst Corporation, Discovery Communications, Inc., Scripps Networks Interactive, Inc., News Corporation, The Walt Disney Company, Time Warner Inc., Viacom Inc., CBS Corporation, Liberty Media Corporation and other Persons controlled by John C. Malone, Comcast Corporation, Time Warner Cable Inc., Cox Communications, Inc., DIRECTV, Sony Corporation, Clear Channel Communications, Inc., Verizon Communications Inc., Cellco Partnership d/b/a Verizon Wireless and AT&T Inc. and any direct or indirect subsidiary of the foregoing.
 
iii

SCHEDULE IV
ILLUSTRATIVE EXAMPLE OF BMP EBITDA
[            ]
 
iv

SCHEDULE V
CONSOLIDATED LEVERAGE RATIO AS OF [            ]
[            ]
 
v

SCHEDULE 4.9
LIST OF ARBITRATORS
 
1.	Robert Fiske	
2.	George Lowy	
3.	David Geronemus	
4.	Alan Feld	
5.	Michael Cooper	
6.	Frederick Kanner	
 
vi

Exhibit 10.11

 
SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS
AND COORDINATION AGREEMENT
by and among
Univision Holdings, Inc. (f/k/a Broadcasting Media Partners, Inc.)
Broadcast Media Partners Holdings, Inc.
Univision Communications Inc.
Grupo Televisa, S.A.B.
and
Certain Stockholders of Univision Holdings, Inc.
Dated as of [            ], 2015

 

TABLE OF CONTENTS

 	 	 	  	 	  	Page	 	
			
1.	 	EFFECTIVENESS	  	 	2	  	
				
	 	1.1	  	Effective Date	  	 	2	  	
				
	 	1.2	  	Definitions	  	 	2	  	
			
2.	 	RIGHTS OF PARTICIPATION	  	 	2	  	
				
	 	2.1	  	Rights of Participation	  	 	3	  	
				
	 	2.2	  	Certain Terms Applicable To Issuances.	  	 	6	  	
				
	 	2.3	  	Excluded Transactions	  	 	8	  	
				
	 	2.4	  	Certain Provisions Applicable to Convertible Securities	  	 	9	  	
				
	 	2.5	  	Acquired Shares	  	 	9	  	
				
	 	2.6	  	Period	  	 	9	  	
			
3.	 	REGISTRATION RIGHTS	  	 	9	  	
				
	 	3.1	  	Demand Registration Rights for Investor Registrable Securities	  	 	9	  	
				
	 	3.2	  	Piggyback Registration Rights	  	 	12	  	
				
	 	3.3	  	Certain Other Provisions	  	 	14	  	
				
	 	3.4	  	Indemnification and Contribution	  	 	22	  	
				
	 	3.5	  	Shelf Take-Downs	  	 	25	  	
				
	 	3.6	  	Coordination Committee	  	 	26	  	
				
	 	3.7	  	13D or 13G Filing	  	 	27	  	
			
4.	 	TRANSFER RESTRICTIONS	  	 	27	  	
				
	 	4.1	  	Permitted Public Transfers and Block Sales	  	 	27	  	
				
	 	4.2	  	Distributions to Partners, Members or Stockholders	  	 	28	  	
				
	 	4.3	  	Volume Limit	  	 	28	  	
				
	 	4.4	  	No 144 Coordination	  	 	29	  	
				
	 	4.5	  	Period	  	 	29	  	
				
	 	4.6	  	Opinion of Counsel	  	 	29	  	
			
5.	 	REMEDIES	  	 	29	  	
			
6.	 	PERMITTED TRANSFEREES	  	 	29	  	
			
7.	 	AMENDMENT, TERMINATION, ETC	  	 	30	  	
				
	 	7.1	  	Oral Modifications	  	 	30	  	
				
	 	7.2	  	Written Modifications	  	 	30	  	
				
	 	7.3	  	Withdrawal from Agreement	  	 	31	  	
				
	 	7.4	  	Effect of Termination	  	 	32	  	
 
i

									
8.	 	LEGENDS	  	 	32	  	
				
	 	8.1	  	Restrictive Legend	  	 	32	  	
				
	 	8.2	  	Stop Transfer Instruction	  	 	32	  	
			
9.	 	DEFINITIONS	  	 	32	  	
				
	 	9.1	  	Certain Matters of Construction	  	 	32	  	
				
	 	9.2	  	Definitions	  	 	33	  	
			
10.	 	MISCELLANEOUS	  	 	49	  	
				
	 	10.1	  	Authority: Effect	  	 	49	  	
				
	 	10.2	  	Notices	  	 	49	  	
				
	 	10.3	  	Entire Agreement	  	 	50	  	
				
	 	10.4	  	Descriptive Heading	  	 	50	  	
				
	 	10.5	  	Counterparts	  	 	50	  	
				
	 	10.6	  	Severability	  	 	50	  	
				
	 	10.7	  	No Recourse	  	 	51	  	
				
	 	10.8	  	Aggregation of Shares	  	 	51	  	
				
	 	10.9	  	Obligations of Company, BMPH and Univision	  	 	51	  	
				
	 	10.10	  	Tacking	  	 	51	  	
				
	 	10.11	  	Waiver of Rights	  	 	51	  	
				
	 	10.12	  	Certain Limitations	  	 	57	  	
			
11.	 	GOVERNING LAW	  	 	52	  	
				
	 	11.1	  	Governing Law	  	 	52	  	
				
	 	11.2	  	Consent to Jurisdiction	  	 	52	  	
				
	 	11.3	  	WAIVER OF JURY TRIAL	  	 	52	  	
				
	 	11.4	  	Exercise of Rights and Remedies	  	 	53	  	
				
	 	11.5	  	No Third Party Beneficiaries	  	 	53	  	
				
	 	11.6	  	No Partnership, Agency or Joint Venture	  	 	53	  	
 
ii

SECOND AMENDED AND RESTATED PARTICIPATION,
REGISTRATION RIGHTS AND COORDINATION AGREEMENT
This Second Amended and Restated Participation, Registration Rights and Coordination Agreement (the “ Agreement ”) is made as of [            ], 2015 by and among:
 
 	(i)	Univision Holdings, Inc., a Delaware corporation (f/k/a Broadcasting Media Partners, Inc., and together with its successors and permitted assigns, the “ Company ”);	
 
 	(ii)	Broadcast Media Partners Holdings, Inc., a Delaware corporation (together with its successors and permitted assigns, “ BMPH ”);	
 
 	(iii)	Univision Communications Inc., successor in interest to Umbrella Acquisition, Inc., a Delaware corporation (“ Univision ”);	
 
 	(iv)	BMPI Services, LLC, a Delaware limited liability company (“ BMPS1 ”);	
 
 	(v)	BMPI Services II, LLC, a Delaware limited liability company (“ BMPS2 ”);	
 
 	(vi)	BMPI Services III, LLC, a Delaware limited liability company (“ BMPS3 ”);	
 
 	(vii)	BMPI Services IV, LLC, a Delaware limited liability company (“BMPS4”);	
 
 	(viii)	each Person executing this Agreement as a Principal Investor (collectively with their Permitted Transferees and so long as they are members of a Principal Investor Group, the “ Principal Investors ”);	
 
 	(ix)	Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico (collectively with its Permitted Transferees, “ Televisa ”);	
 
 	(x)	Glade Brook Private Investors II LP, a Delaware limited partnership (“ Glade Brook ”);	
 
 	(xi)	each Person executing this Agreement as a Bank Investor (collectively with their Permitted Transferees, the “ Bank Investors ”);	
 
 	(xii)	each Person executing this Agreement as an Other Investor (collectively with (A) their Permitted Transferees, (B) Persons who executed this Agreement as Principal Investors who have ceased to be members of a Principal Investor Group and (C) Persons who are transferees of the Televisa Investors (other than New Televisa Investors and Permitted Transferees of Televisa) that are required to execute this Agreement in accordance with the terms of this Agreement, the “ Other Investors ”); and	
 
 	(xiii)	each Person executing this Agreement and listed as a Manager on the signature pages hereto and such other Persons, if any, that from time to time become party hereto as Managers (collectively, the “ Managers ” and together with the Investors (as defined below), the “ Holders ”).	

R E C I T A L S
1. Each of the Company, BMPH, Univision, the Principal Investors, the Bank Investors, the Managers, Televisa, Glade Brook and certain other stockholders are parties to or otherwise bound by the Amended and Restated Participation, Registration Rights and Coordination Agreement, dated as of December 20, 2010 (as amended from time to time, the “ PRRCA ”).
2. The Company filed with the Securities and Exchange Commission July 1, 2015 a Registration Statement on Form S-1 under the Securities Act to effect an Initial Public Offering which offering when consummated will constitute a Qualified Public Offering.
3. In connection with the Initial Public Offering, the Company has amended and restated its Certificate of Incorporation, which Amended and Restated Certificate of Incorporation has been filed with the Secretary of the State of Delaware on [●], 2015 (the “ Amended Charter ”), to provide for, among other matters, (a) the reclassification of (i) the shares of Class A Common Stock and Class B Common Stock into shares of Class S-1 Common Stock and Class S-2 Common Stock, respectively, (ii) the shares of Class C Common Stock into shares of Class T-1 Common Stock and Class T-3 Common Stock and (iii) the shares of Class D Common Stock into shares of Class T-2 Common Stock (the “ Reclassification ”), and (b) the authorization of new Class A Common Stock.
4. In connection with the Initial Public Offering, the parties believe that it is in the best interest of the Company, BMPH, Univision and the Investors to amend and restate the PRRCA and to replace it in its entirety with this Agreement.
Therefore, the parties hereto hereby agree as follows:
1. EFFECTIVENESS.
1.1 Effective Date . This Agreement shall become effective upon the sale of the Company’s Class A Common Stock in the Initial Public Offering.
1.2 Definitions . Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 9 hereof.
2. RIGHTS OF PARTICIPATION. Subject to Section 2.3 , Section 2.6 , and any applicable provision hereof, the Company shall not, and shall not permit any direct or indirect subsidiary of the Company (the Company and each such subsidiary, an “ Issuer ”) to, issue or sell, at any time after the Initial Public Offering, any shares of any of the Company’s or its subsidiaries’ capital stock (whether common, preferred or otherwise) or any securities convertible into or exchangeable for any shares of their respective capital stock, issue or grant any Convertible Securities for the purchase of, or enter into any agreements providing for the issuance (contingent or otherwise) of, any of their respective capital stock or any stock or securities convertible into or exchangeable for any shares of their respective capital stock, in each case, to any Person in which the consideration to be received by the Issuer is not solely cash (each an “ Issuance ” of “ Subject Securities ”), except in compliance with the provisions of Section 2.1 . For the avoidance of doubt, this Section 2 shall not apply in the case of an Issuance in the Initial Public Offering.
 
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2.1 Rights of Participation .
2.1.1 Offer to Televisa . (a) In the event of a proposed Issuance of Subject Securities, the Issuer shall furnish to Televisa a notice of such Issuance (the “ Televisa Participation Notice ”) not fewer than thirty (30) days prior to the consummation of such Issuance. Upon receipt of such Televisa Participation Notice, Televisa shall have the right (the “ Participation Right ”) to subscribe for that portion of such Subject Securities equal to the Televisa Percentage of the number of Subject Securities proposed to be offered (the “ Televisa Maximum Amount ”) pursuant, and subject, to the terms of this Section 2.1.1 . The Televisa Participation Notice shall include the following:
(i) the principal terms and conditions of the proposed Issuance, including (a) the amount, kind and terms of the Subject Securities to be included in the Issuance, (b) the number of Equivalent Shares represented by such Subject Securities (if applicable), (c) the price (i.e., the fair market value of the noncash consideration (as determined in good faith by the Board) and the amount of the cash consideration if the consideration is partially cash) per unit of the Subject Securities, (d) the maximum and minimum price (i.e., both the cash consideration (if any) and the fair market value of the non-cash consideration) (as determined in good faith by the Board) (including if applicable, the maximum and minimum Price Per Equivalent Share) per unit of the Subject Securities, (e) the proposed manner of Issuance, (f) if known, the name and address of the Person(s) to whom the Subject Securities are proposed to be issued (the “ Prospective Subscriber ”), and (g) if known, the proposed Issuance date or a good faith estimate thereof; and
(ii) an offer by the Issuer to issue to Televisa such portion of the Subject Securities (provided that any such Subject Securities so offered to Televisa shall be Class T-1 Common Stock or securities convertible into or exercisable for Class T-1 Common Stock, or, to the extent that such issuance would cause the Televisa Investors’ Voting Percentage to exceed the Maximum Voting Percentage, shall be Class T-2 Common Stock or securities convertible into or exercisable for Class T-2 Common Stock, or equivalent securities of the subsidiary if a subsidiary is making the Issuance) to be included in the Issuance as may be requested by Televisa (not to exceed the Televisa Maximum Amount), on the same terms and conditions, with respect to each unit of Subject Securities as each of the Prospective Subscribers is contemplated to be issued in the Issuance
(b) If Televisa desires to accept the offer contained in the Televisa Participation Notice, it shall furnish a written notice of such acceptance to the Issuer within seven (7) days after the date of delivery of the Televisa Participation
 
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Notice (the “ Participation Right Exercise Notice ”). The Participation Right Exercise Notice shall include the number of Subject Securities Televisa desires to purchase, which number shall not exceed the Televisa Maximum Amount. If Televisa does not accept such offer in compliance with the above requirements, including the applicable time period, Televisa shall be deemed to have waived, in all respects, all of its Participation Right with respect only to such Issuance and the Issuer shall thereafter be free to issue Subject Securities in such Issuance to the Prospective Subscriber, at a price no less than the minimum price set forth in the Televisa Participation Notice and on other principal terms not more favorable to the Prospective Subscriber than those set forth in the Televisa Participation Notice, without any further obligation to Televisa pursuant to this Section 2 with respect to such Issuance.
2.1.2 Change in Offer Terms . If, prior to consummation, the terms of such of a proposed Issuance shall change with the result that the price shall be less than the minimum price set forth in the Televisa Participation Notice, or the other principal terms shall be substantially more favorable to the Prospective Subscriber than those set forth in the Televisa Participation Notice, it shall be necessary for a new Televisa Participation Notice to be furnished, and the terms and provisions of Section 2.1 separately complied with, in order to consummate such Issuance pursuant to Section 2.1 ; provided , however , that the applicable period to which reference is made in the first sentence of Section 2.1.1(a) and in the first sentence of Section 2.1.1(b) shall be five (5) business days and two (2) business days, respectively.
2.1.3 Irrevocable Acceptance . The acceptance by Televisa shall be irrevocable except as provided in this Section 2.1.3 and Sections 2.1.2 and  2.1.6 , and Televisa shall be bound and obligated to acquire in the Issuance on the same terms and conditions, with respect to each unit of Subject Securities issued, as was offered to the Prospective Subscriber (if any), at a cash price not in excess of the maximum price set forth in the Televisa Participation Notice and on other principal terms not less favorable in the aggregate to Televisa than those set forth in the Televisa Participation Notice, such amount of Subject Securities as Televisa shall have specified in the Participation Right Exercise Notice referred to in Section 2.1.1(b) . If, prior to consummation, the terms of such proposed Issuance shall change with the result that the price shall be higher than the maximum price set forth in the Televisa Participation Notice or the other principal terms shall be substantially less favorable in the aggregate to the Prospective Subscriber than those set forth in the Televisa Participation Notice, the acceptance by Televisa shall be deemed to be revoked, and it shall be necessary for a new Televisa Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1 ; provided , however , that, the applicable period to which reference is made in the first sentence of Section 2.1.1(a) and in the first sentence of Section 2.1.1(b) shall be five (5) business days and two (2) business days, respectively.
2.1.4 Time Limitation . If at the end of the 270th day after the date of the effectiveness of the Televisa Participation Notice the Issuer has not completed the Issuance (unless the failure to complete such Issuance resulted directly from any failure by the
 
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FCC to consent to such Issuance; provided , that such consent is received within one hundred and eighty (180) days of such 270th day), Televisa shall be released from Televisa’s obligations under the written commitment, the Televisa Participation Notice shall be null and void, and it shall be necessary for a new Televisa Participation Notice to be furnished, and the terms and provisions of this Section 2.1 separately complied with, in order to consummate such Issuance pursuant to this Section 2.1 ; provided , however , that, the applicable period to which reference is made in the first sentence of Section 2.1.1(a) and in the first sentence of Section 2.1.1(b) shall be five (5) business days and three (3) business days, respectively.
2.1.5 Other Securities . Subject to Section 2.1.6 , the Issuer may condition the participation of Televisa, in an Issuance upon the purchase by Televisa of any equity securities other than Subject Securities (“ Other Securities ”) in the event that the participation of the Prospective Subscriber in such Issuance is so conditioned and the principal terms and conditions of such Other Securities are described in the Televisa Participation Notice. In such case, Televisa shall acquire in the Issuance, together with the Subject Securities to be acquired by it, Other Securities in the same proportion to the Subject Securities to be acquired by it as the Other Securities being acquired by the Prospective Subscriber in the Issuance bears to the Subject Securities being acquired by the Prospective Subscriber in the Issuance, on the same terms and conditions, as to each unit of Other Securities to be issued to the Prospective Subscriber in the Issuance; it being understood that if any such Issuance is an Issuance of Subject Securities (other than shares of Common Stock) pursuant to an offering registered under the Securities Act or an offering effected pursuant to Rule 144A of the Securities Act, Televisa shall participate in such Issuance as part of the group of purchasers in such Issuance (and for the avoidance of doubt not as a stand-alone lender or on any other separate basis), and on terms and conditions for such Issuance with respect to the securities acquired in such Issuance applicable to the entire group of purchasers, including as prescribed to the entire group of purchasers by the underwriters or managers of such Issuance; provided that Televisa and other members of any such syndication or group shall not be deemed to have formed a “Group” with each other or to constitute Televisa Investors solely by virtue of their purchasing such Subject Securities or solely by actions taken under the terms of, or permitted by, the agreements or instruments pursuant to which the Subject Securities of such in Issuance were issued, and provided that Televisa shall not be deemed to be an underwriter by virtue of this provision.
2.1.6 Foreign Ownership Restrictions . Any issuance of Subject Securities or Other Securities to the Televisa Investors pursuant to the Participation Right shall be structured so as to comply with applicable U.S. Laws and to comply with the Maximum Voting Percentage and the Maximum Equity Percentage. In the event that Televisa’s exercise of the Participation Right could reasonably be expected to be subject to regulatory review due to, or restricted by, Foreign Ownership Restrictions, then Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company, (it being agreed that any such assignment shall be the decision of Televisa and the Company shall have no consent right) assign such participation rights to (i) any FCC-Approved Trust, (ii) any other Person while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or
 
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(iii) any other Person if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from the FCC of an investigation with respect to Televisa’s ownership of the Company, and provided in either case in this clause (iii) that Televisa seeks regulatory or judicial relief related to such order or investigation within six (6) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Subject Securities or Other Securities or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (iii) of the preceding sentence, prior to the six (6) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Subject Securities or Other Securities to Televisa or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 2.1.6 , the FCC-Approved Trust or other Person to which such assignment is made shall become party to this Agreement and the other Transaction Agreements as a “Televisa Investor”.
2.1.7 Non-Cash Consideration . If any Issuance subject to this Section 2.1 is for consideration other than cash, the purchase price for the Subject Securities and/or Other Securities purchased by Televisa shall be, per share, either (x) consideration in the same form and amount as the per-share consideration to be received from the Prospective Subscriber for the Subject Securities and Other Securities, (y) cash equal to the fair market value of the per-share consideration to be received from the Prospective Subscriber for the Subject Securities and Other Securities, or (z) consideration in a form and amount directly comparable to the per-share consideration to be received from the Prospective Subscriber for the Subject Securities and Other Securities (which clause (z) shall include, e.g., if such consideration is equity securities of a third person, equity securities of Televisa with the same market value; and if such consideration is indebtedness of a third person, indebtedness of Televisa with the same principal amount, coupon and tenor and other terms directly comparable to those of such consideration), in each of (x), (y) and (z), as reasonably determined in good faith by the board of directors of the Company (without counting the members of the board of directors elected exclusively by the holders of Class T-1 Common Stock) after consultation with an internationally recognized outside financial advisor. The election between clauses (x), (y) and (z), shall be at Televisa’s sole discretion and specified in the Participation Right Exercise Notice.
2.2 Certain Terms Applicable To Issuances .
2.2.1 Further Assurances . Televisa shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable to expeditiously consummate each Issuance pursuant to Section 2.1 , including executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments; filing applications, reports, returns, filings and other documents or instruments with
 
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governmental authorities; and otherwise reasonably cooperating with the Issuer and the Prospective Subscriber. Without limiting the generality of the foregoing, Televisa agrees to execute and deliver such subscription and other agreements as may be reasonably specified by the Issuer to which the Prospective Subscriber will be party, the form of which is materially consistent with the form provided to Televisa with the Televisa Participation Notice, or is otherwise reasonably acceptable to Televisa. In connection with any FCC approval required with regard to any Issuance, the Issuer shall file such FCC applications as it is required to file in order to obtain such FCC approval, and Televisa shall promptly provide the Issuer with any and all information necessary, as determined by the Issuer’s outside legal counsel (which shall be a nationally recognized law firm with expertise in Federal Communications Laws), to complete the filing of such applications. The Issuer shall use its reasonable best efforts to obtain such FCC approval, including (a) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (b) promptly taking all other actions reasonably requested by Televisa as necessary, desirable and/or appropriate to facilitate obtaining such FCC approval. Without limitation to the above, upon prior written request from Televisa, the Issuer shall convert any voting Subject Securities or Other Securities to be issued to Televisa into non-voting Subject Securities or Other Securities immediately prior to such Issuance.
2.2.2 Expenses . All costs and expenses incurred by (i) the Issuer, and (ii) the Televisa Investors (other than incremental costs incurred in connection with an assignment pursuant to Sections 2.1.6 ), in connection with any proposed Issuance of Subject Securities and, if applicable, Other Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company or the Issuer.
2.2.3 Closing . The closing of an Issuance pursuant to Section 2.1 shall take place (a) on the proposed date of Issuance, if any, set forth in the Televisa Participation Notice; provided that consummation of any Issuance may be extended beyond such date to the extent necessary to obtain any applicable governmental approval or other required approval (other than any Regulatory Amendment or Waiver) or to satisfy other conditions, (b) if no proposed Issuance date was required to be specified in the Televisa Participation Notice, at such time as the Issuer shall specify by notice to Televisa; provided that, Televisa shall not be required, without its consent, to close its particular transaction prior to the date that is fifteen (15) business days after the Issuer issues the Televisa Participation Notice, and (c) at such place as the Issuer shall specify by notice to Televisa. At the closing of any Issuance under this Section 2.2.3 , Televisa shall be delivered the notes, certificates or other instruments evidencing the Subject Securities and, if applicable, Other Securities, to be issued to Televisa, registered in the name of Televisa or such holder’s designated nominee, free and clear of any liens or encumbrances, with any transfer tax stamps affixed, against delivery by Televisa of the applicable consideration.
 
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2.3 Excluded Transactions . The provisions of this Section 2 shall not apply to Issuances by the Company or any subsidiary of the Company, subject in all cases to the rights of the Televisa Investors under the Transaction Agreements, as follows:
(a) Any Issuance to the Company or any wholly owned subsidiary of the Company in their capacity as parent entities of the issuing Person;
(b) Any Issuance of securities upon the exercise or conversion of any capital stock or Convertible Securities outstanding on the date hereof or issued after such date in a transaction that complied with the provisions of this Section 2 (including the reclassification set forth in the Amended Charter and any conversion of Class S Common Stock and/or Class T Common Stock into any Common Stock of any such other classes in accordance with the Amended Charter or the exercise by Televisa Investors of other rights under the Transaction Agreements to exchange Shares);
(c) Any Issuance of shares of capital stock or Convertible Securities, in each case to the extent approved by the Board or pursuant to an employment benefit plan or arrangement approved by the Board, to officers, employees, directors or consultants (other than an Investor or an Affiliate thereof) of the Company or its subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its subsidiaries;
(d) Any Issuance of securities, to the extent approved by the Board, to financial institutions, bona fide providers of debt financing, or commercial lenders, in each case that are not Restricted Persons, in connection with the bona fide incurrence or guarantee of indebtedness (other than Convertible Securities) by the Company or any of its subsidiaries; provided further , that such Issuance of securities is not intended to circumvent any provisions of the Transaction Agreements, including in connection with a Change of Control or Transfer to a Restricted Person, and provided , further , that such Issuance of securities is made together with the issuance of non-convertible/non-exchangeable debt securities and at least 90% of the value received for such Issuance shall be in respect of such non-convertible/non-exchangeable debt securities included in such Issuance;
(e) Any Issuance of securities in connection with any stock split or stock dividend paid on a proportionate basis (which include adjustments provided for in Convertible Securities held by the Televisa Investors) to all holders of Common Stock;
(f) Any Issuance of shares of Common Stock or Convertible Securities at fair market value as of the date of issuance (as determined in good faith by the Board, which may consider economic and non-economic value provided by such transaction), in an amount not to exceed, for all such Issuances described in this clause (f) , 10% of the Company’s then-outstanding Shares, in connection with any joint venture or strategic transaction, including a business combination or acquisition, entered into primarily for purposes other than raising
 
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capital (as determined in good faith by the Board); provided that the Televisa Investors shall have participation rights under this Section 2 on any such Issuance if the Person being issued shares of Common Stock or Convertible Securities is a Principal Investor or an Affiliate of a Principal Investor; and provided further that, for the avoidance of doubt, the Televisa Investors shall have participation rights under this Section 2 on any such Issuance to the extent the amount of all such Issuances described in this clause (f)  exceed 10% of the Company’s then-outstanding Shares;
(g) Any issuance of capital stock of any direct or indirect subsidiary of the Company to the stockholders of the Company in order to effect a “spin-off” transaction of a direct or indirect subsidiary of the Company;
2.4 Certain Provisions Applicable to Convertible Securities . In the event that the Issuance of Subject Securities shall result in any increase in the number of shares of Common Stock issuable upon exercise, conversion or exchange of any Convertible Securities, then the number of shares (or Equivalent Shares, if applicable) of Subject Securities and Other Securities, if applicable, which the holders of such Convertible Securities shall be entitled to purchase pursuant to Section 2.1 with respect to such Issuance only, if any, shall be reduced, share for share, by the amount of any such increase.
2.5 Acquired Shares . Any Subject Securities constituting Common Stock acquired by Televisa pursuant to this Section 2 shall be deemed for all purposes hereof to be Shares hereunder.
2.6 Period . Each of the foregoing provisions of this Section 2 shall expire upon a Televisa Sell-Down.
3. REGISTRATION RIGHTS. The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.
3.1 Demand Registration Rights for Investor Registrable Securities .
3.1.1 General . One or more current or former Principal Investor Groups or, the Majority Televisa Investors (the “ Initiating Investors ”), by notice to the Company specifying the amount and intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering (including by means of a shelf registration pursuant to Rule 415 (a “ Shelf Registration ”) if so requested by the Initiating Investors if the Company is then eligible to use such registration) of all or a specified part of the Registrable Securities held by such Initiating Investors; provided , however , that, (i) with respect to a Principal Investor Request, until [the second (2nd) anniversary of the Qualified Public Offering] [            , 2017], the Initiating Investors must, in the aggregate, hold at least a majority of the Registrable Securities then held by all current or former Principal Investor Groups and on or after [the second (2nd) anniversary of the Qualified Public Offering] [            , 2017], the Initiating Investors must,
 
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in the aggregate, hold at least one-third of the Registrable Securities then held by all current or former Principal Investor Groups, (ii) the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3.1.1 within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Agreement without the consent of (A) the Majority Principal Investors (or the Company if there are no Principal Investors remaining), in the event of a Principal Investor Request, or (B) the Company, in the event of a Televisa Request ( provided that if the Initiating Investors make a request under this Section 3.1.1 , and the Company determines to include shares for its own account in such registration statement resulting in the Initiating Investors being permitted to register not more than 50% of the Registrable Securities that they requested to register, then this clause (ii)  shall not limit the ability of any Initiating Investors to make additional requests within such 180 day period), (iii) the Company shall not be obligated to file more than (A) one (1) registration statement pursuant to a Televisa Request in any 365 day period or (B) three (3) registration statements pursuant to Televisa Requests ( provided that if the Majority Televisa Investors make a request under this Section 3.1.1 , and the Company determines to include Registrable Securities for its own account, or Registrable Securities of other persons are included in accordance with Section 3.2 , in such registration statement resulting in the Majority Televisa Investors being permitted to register and sell not more than 80% of the Registrable Securities (or, in the case of the last Televisa Request, whether the third Televisa Request or a subsequent Televisa Request as a result of this parenthetical, less than 100% of the Registrable Securities) that it requested to register, then such request shall not be deemed to be a Televisa Request or a Principal Investor Request and this clause (iii)  shall not limit the ability of the Majority Televisa Investors to make additional requests within such 365 day period), and (iv) the value of Registrable Securities that the Initiating Investors propose to sell in such Public Offering must be at least (A) fifty million dollars ($50,000,000) (or, in the case of the last Televisa Request, no minimum shall apply), if such registration could be effected by the filing of a registration statement on Form S-1 or (B) thirty million dollars ($30,000,000) (or, in the case of the last Televisa Request, no minimum shall apply), if such registration could be effected by the filing of a registration statement on Form S-3. For the avoidance of doubt, the Company shall not include any securities, other than Registrable Securities, for its own account in a registration pursuant to this Section 3.1.1 . The Company will then use its best efforts to (x) effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by such Initiating Investors together with all other Registrable Securities which the Company has been requested to register pursuant to Section 3.2 by other Holders, all to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid and as otherwise specified by the Coordination Committee) of the Registrable Securities which the Company has been so requested to register, and (y) obtain acceleration of the effective date of the registration statement relating to such registration (when directed by the Coordination Committee or, in the case of a Televisa Request, by Televisa); provided , however , that the Company shall not be obligated to effect any such registration pursuant to this Section 3.1.1 :
(a) during the effectiveness of any Principal Lock-Up Agreement entered into in connection with any registration statement pertaining to an underwritten public offering of securities of the Company; and
(b) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.
 
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If following a Majority Acquisition Date (as defined in the Stockholders Agreement), the Company consummates a Public Offering, then regardless of whether or not such Public Offering is a Qualified Public Offering, the Televisa Investors shall be entitled to exercise their rights to demand the registration of Registrable Securities pursuant to this Section 3.1.1 but subject, however, to the provisions of Sections 5.3 through 5.5 of the Stockholders Agreement, to the extent applicable in accordance with the terms thereof.
3.1.2 Form . Except as otherwise provided above or required by applicable Law, so long as the Company is eligible and qualified to register Registrable Securities on Form S-3 (or any successor or similar short form registration statement) each registration requested pursuant to Section 3.1.1 shall be effected by the filing of a registration statement on Form S-3 (or any other form which includes substantially the same information as would be required to be included in a registration statement on such form as currently constituted); provided that if any registration requested pursuant to this Section 3.1 is proposed to be effected on Form S-3 (or any successor or similar shortform registration statement) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included pursuant to Form S-3 (or any successor or similar short form registration statement), then the Company will file a registration statement on Form S-1 or supplement Form S-3 (or any successor or similar shortform registration statement) as reasonably requested by such managing underwriter.
3.1.3 Payment of Expenses . The Company shall pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 3.1 , including all reasonable expenses (other than fees and disbursements of counsel that do not constitute Registration Expenses) that any Holder incurs in connection with each registration of Registrable Securities requested pursuant to this Section 3.1 .
3.1.4 Additional Procedures . In the case of (i) a registration pursuant to this Section 3.1 (other than a registration requested pursuant to a Televisa Request), whenever the Coordination Committee shall direct that such registration shall be effected pursuant to an underwritten offering, or (ii) any Public Offering requested pursuant to a Televisa Request, the Company shall include such information in the written notices to Holders referred to in Section 3.2.1(a) . In such event, the right of any Holder to have Registrable Securities owned by such Holder included in such registration pursuant to this Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise
 
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mutually agreed upon by the Coordination Committee and such Holder). If directed to do so by the Coordination Committee, or, in the case of a Televisa Request, by Televisa, the Company together with the Holders proposing to distribute their Registrable Securities through the underwriting, will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).
3.1.5 Suspension of Registration . If the filing, initial effectiveness or continued use of a registration statement, including a Shelf Registration statement pursuant to Rule 415, in respect of a registration pursuant to this Section 3.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (after consultation with external legal counsel) (a) would be required to be made in any registration statement so that such registration statement would not be materially misleading, (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Holders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided , that the Company shall not be permitted to do so (x) more than two (2) times during any twelve (12) month period, (y) for a period exceeding forty five (45) days on any one occasion or (z) for periods exceeding, in the aggregate, ninety (90) days in any twelve (12) month period. In the event the Company exercises its rights under the preceding sentence, such Holders agree to suspend, promptly upon their receipt of the notice referred to above, their use of any Prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such Holders of the expiration of any period during which it exercised its rights under this Section 3.1.5 . The Company agrees that, in the event it exercises its rights under this Section 3.1.5 , it shall, within forty five (45) days following such Holders’ receipt of the notice of suspension, update the suspended registration statement as may be necessary to permit the Holders to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable Law.
3.2 Piggyback Registration Rights .
3.2.1 Piggyback Registration .
(a) General . Except in connection with a Shelf Registration, each time the Company proposes to register any shares of Common Stock under the Securities Act on a form which would permit registration of Registrable Securities for sale to the public, for its own account and/or for the account of any other Person (pursuant to Section 3.1 or otherwise) for sale in a Public Offering, the
 
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Company will give notice of its intention to do so to each Holder who at such time is not entitled to withdraw from this Agreement pursuant to Section 7.3 and in any case to Televisa (“ Piggyback Eligible Holder ”), which notice will include a statement as to whether the Company expects such sale will involve significant marketing efforts. Any Piggyback Eligible Holder may, by written response delivered to the Company (i) in the case of a Public Offering that the Company expects to involve significant marketing efforts (i.e., road show), within seven (7) business days after the date of delivery of such notice, request that all or a specified part of such Piggyback Eligible Holder’s Registrable Securities be included in such registration or (ii) in the case of a Public Offering that the Company expects will not involve significant marketing efforts request within forty eight (48) hours, but not less than one (1) business day, after the date of delivery such notice that all or a specified part of such Piggyback Eligible Holder’s Registrable Securities be included in such block sale or other non-marketed Public Offering. The Company thereupon will use its best efforts to cause to be included in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by such Piggyback Eligible Holders, to the extent required to permit the disposition (in accordance with the methods to be used by the Company or, pursuant to Section 3.1 , other Holders in such Public Offering) of the Registrable Securities to be so registered; provided that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it and/or for the account of any other Person (pursuant to Section 3.1 or otherwise), the Company may, at its election, give written notice of such determination to each Piggyback Eligible Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Piggyback Eligible Holders requesting to have Registrable Securities included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Coordination Committee on the same terms and conditions as apply to the Company (with such differences as may be customary or appropriate in combined primary and secondary offerings) or, in the case of a registration initiated pursuant to Section 3.1.1 , the Initiating Investors. No registration of Registrable Securities effected under this Section 3.2 shall relieve the Company of any of its obligations to effect registrations of Registrable Securities pursuant to Section 3.1 .
(b) Excluded Transactions . The Company shall not be obligated to effect any registration of Registrable Securities under this Section 3.2 incidental to the registration of any of its securities in connection with:
(i) Any Public Offering relating to employee benefit plans or dividend reinvestment plans;
(ii) Any Public Offering relating to the acquisition or merger after the date hereof by the Company or any of its subsidiaries of or with any other businesses except to the extent such Public Offering is for the sale of securities for cash; or
(iii) Any Public Offering up to and including the Qualified Public Offering, except to the extent the Majority PITV Investors (or the Company if there are no PITV Investors remaining) otherwise determine or if the PITV Investors are participating in such Public Offering.
 
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3.2.2 Payment of Expenses . The Company will pay all Registration Expenses in connection with registrations of Registrable Securities pursuant to this Section 3.2 .
3.2.3 Additional Procedures . Piggyback Eligible Holders participating in any Public Offering pursuant to this Section 3.2 shall take all such actions and execute all such documents and instruments that are reasonably requested by the Company to effect the sale of their Registrable Securities in such Public Offering, including being parties to any underwriting agreement entered into by the Company (as directed by the Coordination Committee) and any other selling shareholders in connection therewith and being liable in respect of the representations and warranties and the other agreements (including customary selling stockholder representations, warranties, indemnifications and “lock-up” agreements) for the benefit of the underwriters contained therein; provided , however , that (a) with respect to individual representations, warranties, indemnities and agreements of sellers of Registrable Securities in such Public Offering, the aggregate amount of such liability shall not exceed such Holder’s net proceeds from such offering, and (b) to the extent selling stockholders give further representations, warranties and indemnities in respect of the Company or the business of the Company, then with respect to all other representations, warranties and indemnities of sellers of shares in such Public Offering, the aggregate amount of such liability shall not exceed the lesser of (i) such Holder’s pro rata portion of any such liability, in accordance with such holder’s portion of the total number of Registrable Securities included in such offering, and (ii) such Holder’s net proceeds from such offering.
3.2.4 Registration Statement Form . The Company shall select the registration statement form for any registration pursuant to this Section 3.2 (other than a registration that is also pursuant to Section 3.1 ); provided that if any registration requested pursuant to this Section 3.2 is proposed to be effected on Form S-3 (or any successor form) and is in connection with an underwritten offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to include in such registration statement information not required to be included pursuant to such form, then the Company will supplement such registration statement as reasonably requested by such managing underwriter.
3.3 Certain Other Provisions .
3.3.1 Underwriter’s Cutback . In connection with any registration of Shares, the underwriter may determine that marketing factors (including an adverse effect on the
 
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per share offering price) require a limitation of the number of Shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1 , the underwriter may limit the number of Shares which would otherwise be included in such registration by excluding any or all Registrable Securities from such registration, it being understood that, if the registration in question involves primarily a registration for sale of securities for the Company’s own account, then the number of Shares which the Company seeks to have registered in such registration shall not be subject to exclusion, in whole or in part, under this Section 3.3.1 . Upon receipt of notice from the underwriter of the need to reduce the number of Shares to be included in the registration, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of Shares of such securities, including Registrable Securities, that may be included in the registration shall be allocated in the following manner, unless the underwriter shall determine that marketing factors require Manager Holders to be cutback disproportionately: Shares, other than Registrable Securities, requested to be included in such registration by other stockholders shall be excluded unless the Company, with the consent of the Coordination Committee, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “ Parity Shares ”); and, if a limitation on the number of Shares is still required, the number of Registrable Securities and Parity Shares that may be included in such registration shall be allocated among the holders thereof in proportion, as nearly as practicable, as follows: to each such holder requesting that its Registrable Securities or Parity Shares be registered in such registration a number of such shares to be included in such registration equal to the lesser of (A) the number of such shares of Registrable Securities or Parity Shares requested to be registered by such holder, and (B) a number of such shares equal to such holder’s Pro Rata Portion.
For purposes of any underwriter cutback, all Registrable Securities held by any Holder shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such Holder, or the estates and Family Members of any such Holder or such partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such Holder or such partners, retired partners, trusts or Affiliates, any Charitable Organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Registrable Securities prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that, subject to Section 10.8 , if such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such Holder and other Persons shall be deemed to be a single selling Holder, then any pro rata reduction with respect to such selling Holder shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such selling Holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.
Upon delivery of a written request that Registrable Securities be included in the underwriting pursuant to Section 3.1.1 or 3.2.1(a) , the Holder thereof may not thereafter elect to withdraw therefrom without the written consent of the Coordination Committee; provided that, if the managing underwriter of any underwritten offering shall advise the
 
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Holders participating in a registration pursuant to Section 3.1 that the Registrable Securities covered by the registration statement cannot be sold in such offering within a price range acceptable to the Initiating Investors, then such Initiating Investors shall have the right to notify the Company that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided , further , that if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the ten (10) trading days preceding the date on which notice of such offering was given pursuant to Section 3.2.1(a) , then a Holder participating in such registration pursuant to Section 3.1 or 3.2 may elect to withdraw from such registration by written notice to the Company.
3.3.2 Registration Procedures . If and in each case when the Company is required to effect a registration of any Registrable Securities as provided in this Section 3 , the Company shall promptly:
(a) prepare and, in any event within sixty (60) days (forty five (45) days in the case of a Form S-3 registration) after the end of the period under Section 3.2.1(a) within which a piggyback request for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective as soon as practicable, and in any event within ninety (90) days after the initial filing;
(b) prepare and file with the Commission such amendments and supplements to such registration statement and the Prospectus or Free Writing Prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of two hundred and seventy (270) days or two (2) years in the case of shelf registration statements (or, in either case, such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement, Prospectus or Free Writing Prospectus, or any amendments or supplements thereto in accordance with Section 3.1 or 3.2 , the Company will furnish to counsel selected pursuant to Section 3.3.3 copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;
(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith), such number of copies of the Prospectus or Free Writing Prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;
 
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(d) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (d) , it would not be obligated to be so qualified or to consent to general service of process in any such jurisdiction;
(e) promptly notify, each seller of any such Registrable Securities covered by such registration statement, at any time when a Prospectus or a Free Writing Prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the Prospectus or the Free Writing Prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental Prospectus or Free Writing Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(f) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen (18) months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;
(g) use its best efforts to (i) list such Registrable Securities on any securities exchange or authorize for quotation on each other market (including, if applicable, the National Association of Securities Dealers, Inc. (the “ NASD ”) Automated Quotation System) on which the Common Stock is then listed or authorized for quotation if such Registrable Securities are not already so listed or authorized for quotation; and to (ii) provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(h) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Section 3.4
 
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hereof, and take such other actions as the Coordination Committee or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities;
(i) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the Coordination Committee shall reasonably request;
(j) make available for inspection by [any seller] of such Registrable Securities covered by such registration statement, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such managing underwriter(s), all pertinent financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause all of the Company’s and its subsidiaries’ officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement (subject to each party referred to in this clause (j)  entering into customary confidentiality agreements in a form reasonably acceptable to the Company);
(k) notify counsel (selected pursuant to Section 3.3.3 hereof) for the holders of Registrable Securities included in such registration statement, the PITV Investors including Registrable Securities in such registration statement, and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the Prospectus or the Free Writing Prospectus or any amendment to the Prospectus or the Free Writing Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request of the Commission to amend the registration statement or amend or supplement the Prospectus or the Free Writing Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;
(l) make commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary Prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;
(m) if requested by the managing underwriter or agent or any holder of Registrable Securities covered by the registration statement, incorporate in a
 
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Prospectus or Free Writing Prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus or Free Writing Prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such Prospectus or Free Writing Prospectus supplement or post-effective amendment;
(n) cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;
(o) obtain for delivery to the holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel;
(p) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and
(q) use its best efforts to make available the executive officers of the Company to participate with the holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the Holders in connection with distribution of the Registrable Securities.
3.3.3 Selection of Underwriters and Counsel . The underwriters to be retained by the Company in connection with (a) any Public Offering requested pursuant to Section 3.1 (other than a Televisa Request) shall be selected by the Coordination Committee and (b) any Public Offering requested pursuant to a Televisa Request shall be selected by the Majority Televisa Investors with the consent of the Company (such consent not to be unreasonably withheld or delayed). The legal counsel to be retained by the Company in connection with (i) any Public Offering requested pursuant to Section 3.1 (other than a Televisa Request) shall be selected by the Coordination Committee and (ii) any Public Offering requested pursuant to a Televisa Request shall be selected by the Coordination Committee, subject to the approval of the Majority Televisa Investors acting reasonably. The underwriters and legal counsel to be retained by the Company in connection with any other Public Offering to which Section 3.2 applies shall be selected by the Board with the consent of the Coordination Committee (such consent not be unreasonably withheld). In connection with any registration of Registrable Securities pursuant to Sections 3.1 and
 
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3.2 , the Coordination Committee may select one counsel to represent all Holders of Registrable Securities, covered by such registration; provided , however , that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, those Investors participating in the offering who are then not entitled to designate a member of the Coordination Committee (each such Investor being referred to as a “ Participating Investor ”) shall be entitled to select one additional counsel to represent all such Participating Investors (the “ Additional Counsel ”). The Additional Counsel shall be approved by the Participating Investors who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Participating Investors.
3.3.4 Company Lock-Up . If any registration pursuant to Section 3.1 or 3.2 shall be in connection with an underwritten public offering, the Company agrees not to effect any public sale or distribution of any equity securities of the Company, including any Common Stock or Convertible Securities (in each case, other than as part of such underwritten public offering and other than pursuant to a registration on Form S-4 or S-8) for its own account, within 90 days (or such shorter period as the managing underwriters may agree to with the Coordination Committee) after, the effective date of such registration (except as part of such registration).
3.3.5 Holders Lock-Up . Each Holder shall enter into the Principal Lock-Up Agreement promptly upon the request of the Company or the managing underwriter, as applicable, and comply with the provisions of the Principal Lock-Up Agreement as though such agreement was set forth herein.
3.3.6 Other Agreements . The Company covenants and agrees that, so long as any Person holds any Registrable Securities in respect of which any registration rights provided for in Section 3.1 or 3.2 remain in effect, the Company will not, directly or indirectly, grant to any Person or agree to or otherwise become obligated in respect of (a) rights of registration in the nature or substantially in the nature of those set forth in Section 3.1 or 3.2 that would have priority over (“ Senior Registration Rights ”), or that are pari passu with, the Registrable Securities with respect to the inclusion of such securities in any registration, in each case, that disproportionately affect the rights of any PITV Investor, without the prior approval of the Coordination Committee ( provided , however , that in the event any PITV Investor receives rights in the nature or substantially in the nature of those set forth in Section 3.2 in connection with the Company’s grant of any such Senior Registration Rights, then all PITV Investors shall receive such rights on a pro rata basis), or (b) demand registration rights exercisable prior to such time as the current or former Principal Investors and the Majority Televisa Investors can first exercise their rights under Section 3.1 .
3.3.7 Other Registration-Related Matters .
(a) The Company may require any Holder that is registering Registrable Securities pursuant to Section 3.1 or 3.2 to furnish to the Company in writing such information regarding such Person and its Affiliates and pertinent to the disclosure requirements relating to the registration and the distribution of
 
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the Registrable Securities which are included in such Public Offering as the Company may from time to time reasonably request in writing and such other information as may be legally required in connection with such registration.
(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3.2(e) , it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until its receipt of the copies of the amended or supplemented Prospectus or Free Writing Prospectus contemplated by Section 3.3.2(e) and, if so directed by the Company, each Holder will, subject to applicable Law or any direction of the Commission, deliver to the Company or destroy all copies, other than permanent file copies then in their possession, of the Prospectus or the Free Writing Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.3.2(e) to and including the date when each seller of Registrable Securities covered by such registration statement has received the copies of the supplemented or amended Prospectus or Free Writing Prospectus contemplated by Section 3.3.2(e) .
(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.3.2(k)(iv) , it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the lifting of such stop order, other order or suspension or the termination of such proceedings and, if so directed by the Company, each Holder will, subject to applicable Law or any direction of the Commission, deliver to the Company or destroy all copies, other than permanent file copies then in its possession, of the Prospectus or the Free Writing Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.3.2(k)(iv) to and including the date when such stop order, other order or suspension is lifted or such proceedings are terminated.
3.3.8 Public Dispositions Without Registration . With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of Registrable Securities to the public without registration after such time as a public market exists for Common Stock, the Company agrees:
(a) to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its Common Stock to the public;
 
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(b) to use its commercially reasonable efforts to then file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act any time after it has become subject to such reporting requirements; and
(c) so long as a Holder owns any Registrable Securities, to furnish to such Holder promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after one hundred and eighty (180) days after the effective date of the first registration statement filed by the Company for an offering of its Common Stock to the public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such Holder may reasonably request in availing himself of any rule or regulation of the Commission allowing such Holder to sell any such Securities without registration.
3.4 Indemnification and Contribution .
3.4.1 Indemnities of the Company . In the event of any registration of any Registrable Securities or other debt or equity securities of the Company or any of its subsidiaries under the Securities Act pursuant to this Section 3 or otherwise, and in connection with any registration statement or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including reports required and other documents filed under the Exchange Act, and other documents pursuant to which any debt or equity securities of the Company or any of its subsidiaries are sold (whether or not for the account of the Company or its subsidiaries), the Company will, and hereby does, and will cause each of its subsidiaries, jointly and severally, to indemnify and hold harmless each holder of Registrable Securities, any Person who is or might be deemed to be a controlling Person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect general and limited partners, advisory board members, directors, officers, employees, trustees, managers, members, affiliates and shareholders, and each other Person, if any, who controls any such holder or any such controlling Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being referred to herein as a “ Covered Person ”), against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof), joint or several, and reasonable expenses to which such Covered Person may be or become subject under the Securities Act, the Exchange Act, any other securities or other Law of any jurisdiction, insofar as such losses, claims, damages or liabilities or actions or proceedings in respect thereof arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Disclosure Package, registration statement under the Securities Act, any Prospectus, any Free Writing Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (b) any omission or
 
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alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (c) any violation or alleged violation by the Company or any of its subsidiaries of any Law applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and will reimburse such Covered Person for any legal or any other expenses incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided , however , that neither the Company nor any of its subsidiaries shall be liable to any Covered Person in any such case to the extent that any such loss, claim, damage, liability, action or proceeding or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such Disclosure Package, registration statement under the Securities Act, Prospectus, Free Writing Prospectus, amendment or supplement, in reliance upon and in conformity with written information furnished to the Company or to any of its subsidiaries through an instrument duly executed by such Covered Person specifically stating that it is for use in the preparation thereof. The indemnities of the Company and of its subsidiaries contained in this Section 3.4.1 shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive any transfer of securities or any termination of this Agreement.
3.4.2 Indemnities to the Company . Subject to Section 3.4.4 , the Company and any of its subsidiaries may require, as a condition to including any securities in any registration statement filed pursuant to this Section 3 , that the Company and any of its subsidiaries shall have received an undertaking reasonably satisfactory to it from the prospective seller of such securities, severally and not jointly, to indemnify and hold harmless in the same manner and to the same extent as provided in Section 3.4.1 , the Company and any of its subsidiaries, each director of the Company or any of its subsidiaries, each officer of the Company or any of its subsidiaries who shall sign such registration statement and each other Person (other than such seller), if any, who controls the Company and any of its subsidiaries within the meaning of Section 1 of the Securities Act or Section 20 of the Exchange Act and each other prospective seller of such securities and prospective underwriter with respect to any untrue statement in or omission from such Disclosure Package, registration statement under the Securities Act, Prospectus, Free Writing Prospectus, amendment or supplement, or any other disclosure document (including reports and other documents filed under the Exchange Act or any document incorporated therein) or other document or report, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or any of its subsidiaries through an instrument executed by such seller specifically stating that it is for use in the preparation of such Disclosure Package, registration statement under the Securities Act, Prospectus, Free Writing Prospectus, amendment or supplement, or other document or report. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, any of its subsidiaries or any such director, officer or controlling Person and shall survive any transfer of securities or any termination of this Agreement.
 
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3.4.3 Contribution . If the indemnification provided for in Sections 3.4.1 or 3.4.2 is unavailable to a party that would have been entitled to indemnification pursuant to the foregoing provisions of this Section 3.4 for reasons other than described in the proviso to Section 3.4.1 (an “ Indemnitee ’) in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense referred to therein, then each party that would have been an indemnifying party thereunder shall, subject to Section 3.4.4 and in lieu of indemnifying such Indemnitee, contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense in such proportion as is appropriate to reflect the relative fault of such indemnifying party on the one hand and such Indemnitee on the other in connection with the untrue statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or such Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties agree that it would not be just or equitable if contribution pursuant to this Section 3.4.3 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentence. The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expense referred to above in this Section 3.4.3 shall include any legal or other expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
3.4.4 Limitation on Liability of Holders of Registrable Securities . The liability of each Holder in respect of any indemnification or contribution obligation of such Holder arising under this Section 3.4 shall not in any event exceed an amount equal to the net proceeds realized by such Holder (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such Holder pursuant to such registration.
3.4.5 Indemnification Procedures . Promptly after receipt by an Indemnitee of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 3.4 , such Indemnitee will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 3.4 , except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the
 
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indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation and shall have no liability for any settlement made by the Indemnitee without the consent of the indemnifying party, such consent not to be unreasonably withheld. Notwithstanding the provisions hereof, at any time, regardless of whether an indemnifying party has initiated participation in or assumed the defense of any such action or proceeding, the Indemnitee may retain separate counsel at its own expense. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any such action or proceeding within a reasonable time after notice of commencement, the Indemnitee shall have the right to assume or continue its own defense and the indemnifying party shall, subject to Section 3.4.4 (if applicable), be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by the Coordination Committee in the registration in respect of which such indemnification is sought. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or judgment (a) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such Indemnitee from all liability in respect of such action or proceeding and (b) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the imposition of financial obligations for which such Indemnitee will be indemnified hereunder.
3.4.6 Non-Exclusivity . The obligations of the parties under this Section 3.4 will be in addition to any liability, without duplication, which any party may otherwise have to any other party.
3.5 Shelf Take-Downs . At any time that a Shelf Registration statement covering Registrable Securities pursuant to this Section 3 is effective, if any one or more current or former Principal Investor Groups or Majority Televisa Investors (the “ Initiating Take-Down Holders ”) delivers a notice to the Company and to the Coordination Committee (a “ Take-Down Notice ”) stating that it intends to effect an offering of all or part of its Registrable Securities included by it on the Shelf Registration statement, whether such offering is underwritten or non-underwritten ( provided that such offering is for more than $20,000,000) (a “ Shelf Offering ”) and stating the number of the Registrable Securities to be included in the Shelf Offering (the “ Shelf Take-Down Amount ”) and the proposed manner of sale, then, provided that the Coordination Committee reasonably approves the number of the Registrable Securities to be included in such Shelf Offering, the Company shall amend or supplement the Shelf Registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 3.5 ). In connection with any Shelf Offering:
(a) such Initiating Take-Down Holders shall also deliver the Take-Down Notice to all other Holders and permit each Holder (a “ Shelf Piggyback
 
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Eligible Holder ”) to include in the Shelf Offering Registrable Securities if such Shelf Piggyback Eligible Holder notifies the Initiating Take-Down Holder(s) and the Company (the “ Shelf Take-Down Inclusion Notice ”) of its irrevocable commitment to sell the number of Registrable Securities in the Shelf Offering set forth in such Shelf Take-Down Inclusion Notice, (x) within seven (7) business days if the Take Down Notice indicates that the Shelf Offering will involve significant marketing efforts or (y) within forty eight (48) hours, but not less than one (1) business day, of the Take Down Notice indicates that the Shelf Offering will not involve significant marketing efforts, after delivery of the Take-Down Notice to such Shelf Eligible Piggyback Holder, and
(b) in the event that the underwriter, if any, determines that marketing factors (including an adverse effect on the per share offering price) require a limitation on the number of Registrable Securities which would otherwise be included in such Shelf Offering, the underwriter, if any, may limit the number of Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as is described in Section 3.3.1 with respect to a limitation of shares to be included in a registration.
(c) The Company will thereupon use its best efforts to cause to be included in such Shelf Offering all Registrable Securities of the Initiating Take-Down Holders and the Shelf Piggyback Eligible Holders which the Company has been requested to include in such Shelf Offering in accordance with this Section 3.5 . The offering price and terms of the Shelf Offering shall be determined by the Initiating Take-Down Holders, provided that such Initiating Take-Down Holders may abandon such Shelf Offering at any time prior to the closing of such Shelf Offering. Each Shelf Piggyback Eligible Holder who delivers a Shelf Take-Down Inclusion Notice in accordance with Section 3.5(a) shall be irrevocably committed to sell the number of Registrable Securities in such Shelf Offering (not to exceed its Pro Rata Portion of the Shelf Take-Down Amount); provided that such Shelf Piggyback Eligible Holder may withdraw its commitment to include Registrable Securities in a Shelf Offering if such Shelf Offering has not be consummated within sixty (60) days of such Shelf Piggyback Eligible Holder’s receipt of the Take-Down Notice with respect to such Shelf Offering.
3.6 Coordination Committee . The PITV Investor Groups have formed a coordination committee (the “ Coordination Committee ”) and will maintain such committee for so long as this Agreement remains in effect. Each current or former PITV Investor Group, until the earlier of (i) such time as such PITV Investor Group has voluntarily Transferred more than ninety-five percent (95%), and (ii) three years following such time as such PITV Investor Group has voluntarily Transferred more than eighty-five percent (85%), in each of (i) and (ii), in the aggregate, of the Shares held by such PITV Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes), and shall be permitted to designate one (1) representative to participate on the Coordination Committee, and shall be permitted to remove and replace such designee from time to time; provided that such PITV Investor Group’s designee shall be automatically removed (and not
 
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replaced) at such time as such PITV Investor Group has voluntarily Transferred more than ninety-eight percent (98%), in the aggregate, of the Shares held by such PITV Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes). In any event, and not in limitation of the foregoing, Televisa shall be permitted to designate one (1) representative to participate on the Coordination Committee until there is a Televisa Sell Down. The initial members of the Coordination Committee are set forth in Exhibit B. Except to the extent specified in this Section 3.6 , a majority of the members of the Coordination Committee shall determine, from time to time, the procedures which govern the conduct of the Coordination Committee; provided that such procedures shall not Discriminate against any particular designee or designees. Actions of the Coordination Committee shall require the affirmative vote of a majority of the members of the Coordination Committee.
3.7 13D or 13G Filing . The Majority PITV Investors may require, upon the advice of counsel that such action is legally required, each PITV Investor to participate in, provide all information necessary for the filing of, and duly execute, a Schedule 13D or Schedule 13G, as applicable, “group” filing (without necessarily acknowledging that the PITV Investors are a group) pursuant to the Exchange Act and Exchange Act Rules with respect to the agreements among the PITV Investors and each such PITV Investor’s ownership of the Company; provided that, except to the extent expressly required hereunder and by the other Transaction Agreements, no PITV Investors shall be required to act together for the purpose of acquiring, holding, voting, disposing of or otherwise with respect to, Shares and such Schedule 13D or Schedule 13G filing shall not result in any PITV Investor being deemed to constitute a group with any other PITV Investor(s) for any other purpose under the Transaction Agreements.
4. TRANSFER RESTRICTIONS.
4.1 Permitted Public Transfers and Block Sales . After the date hereof, no Holder shall Transfer any or all of its Shares pursuant to Rule 144, or pursuant to a registration statement on Form S-8, in a block sale to a financial institution (excluding block sales pursuant to Shelf Offerings pursuant to Section 3.5 ) or in a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement, in each case other than in compliance with Sections 4.1.1 and 4.1.2 , as applicable, and the applicable provisions of the Stockholders Agreement; provided that, for the avoidance of doubt the approval of the Coordination Committee shall not be required to approve such Transfers unless otherwise expressly required hereunder. Shares Transferred pursuant to Rule 144 or in a block sale to a financial institution in compliance herewith shall conclusively be deemed thereafter not to be Shares under this Agreement.
4.1.1 Public Transfers . The Coordination Committee may determine to require the Holders to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144, pursuant to a registration statement on Form S-8 or otherwise (“ Sale Coordination ”) or to discontinue such coordination requirement. As of the date of this Agreement, Sale Coordination shall be required until such time, if ever, as the Coordination Committee provides a subsequent notice to the Holders that such coordination is discontinued. Thereafter, the Coordination Committee may reinstitute and discontinue Sale Coordination from time to time by providing notice to the Holders.
 
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(a) For so long as Sale Coordination is in effect, each Holder shall promptly notify the Coordination Committee when it wishes to Sell Shares under Rule 144; provided , that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 4.3 , no Holder shall be permitted to effect Transfers in excess of their pro rata share of all Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Shares held by all holders of Shares at the start of such measurement period. In the event any Holder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Coordination Committee, the remainder shall be re-allocated pro rata among the other Holders in like manner (except that the Shares held by such forfeiting Holder at the start of such measurement period shall be excluded from such calculation). The Company shall, within three (3) business days following receipt of a written request from a Holder, advise such Holder of the Rule 144 group volume limit applicable at such date; provided that no Holder or Affiliate thereof shall be permitted to submit such a request more than once every calendar month.
(b) The provisions of this Section 4.1.1 shall not apply to any Transfer of Shares (i) in a Public Offering that is made in compliance with Section 3 , (ii) that does not rely on Rule 144, or (iii) at any time with respect to which Sale Coordination is not effective.
(c) Notwithstanding the foregoing, a Holder may opt out of Sale Coordination with respect to any period of time if such Holder delivers a notice to the Coordination Committee irrevocably committing not to Transfer Shares pursuant to Rule 144 or a transaction described in Section 4.1.2 or 4.2 during such period.
4.1.2 Certain Other Transfers . Each Holder shall provide reasonable prior notice (not more than [●] days) to the Coordination Committee (or, after the expiration of the term described in Section 4.5 , the other Holders) when it plans to Transfer any or all of its Shares pursuant to (a) a block sale to a financial institution not effected pursuant to a Shelf Offering in accordance with Section 3.5 , (b) a registration statement on Form S-8 or (c) a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement.
4.2 Distributions to Partners, Members or Stockholders . For so long as Sale Coordination is effective, each Investor shall provide reasonable prior notice to the Coordination Committee prior to any LP Distribution.
4.3 Volume Limit . For purposes of this Agreement, so long as Sale Coordination is effective, Transfers contemplated by Sections 4.1.2 , and LP Distributions, will be limited to the number of Shares that the applicable Holder would have been permitted to Transfer under Rule 144 pursuant to the proviso in Section 4.1.1(a) and will reduce for purposes of this Agreement, on a Share for Share basis, the number of Shares that such Holder is permitted to sell under Rule 144, whether individually or as part of a Related Group, whether or not such Transfer or LP Distribution is required by applicable Law to be so treated. In the event that, while Sale Coordination is in effect,
 
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any Holder elects to make a Transfer contemplated by Section 4.1.2 , or, an LP Distribution, and provided that such Transfer or LP Distribution is not required by applicable Law to be taken into account for purposes of the Related Group’s volume limit under Rule 144, then each Holder’s (including the Holder making such Transfer or LP Distribution) pro rata share of the Related Group’s volume limit for purposes of Section 4.1.2(a) shall be increased by such Holder’s pro rata share of the Shares that such Holder is no longer permitted to sell under Rule 144 pursuant to the first sentence of this Section 4.3 .
4.4 No Sale Coordination . Subject, in all cases, to any applicable Law, in the event that Sale Coordination is not in effect, no Holder shall, in a given calendar year, Transfer pursuant to Rule 144, pursuant to a registration statement on Form S-8, in a block sale to a financial institution not effected pursuant to a Shelf Offering in accordance with Section 3.5 or in an LP Distribution, Shares representing more than the lesser of (a) 2% of the total Shares outstanding on the first day of such calendar year, and (b) 20% of the total Shares owned by such Holder on the first day of such calendar year, in each case without the approval of the Coordination Committee, which such approval shall be granted or withheld with respect to all Holders in a fair and equitable manner over the course of such calendar year.
4.5 Period . Except for Section 4.1.2 , the provisions of Sections 4.1 through 4.4 shall terminate with respect to any Share on the [fifth (5) anniversary of the closing of the Qualified Public Offering] [            , 2020]. The Coordination Committee may elect to exclude any holder of Management Shares, Bank Investor Shares or any holder of Other Investor Shares from the provisions of Sections 4.1 through 4.4 at any time.
4.6 Opinion of Counsel . The Company shall permit and authorize the transfer agent and registrar for any Registrable Securities to rely on the written opinion of counsel to a Principal Investor and to act in accordance with such counsel’s written instructions with respect to Registrable Securities of such Principal Investor.
5. REMEDIES. The parties shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies which may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.
6. PERMITTED TRANSFEREES. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void. Notwithstanding the foregoing sentence, the rights of an Investor hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Shares effected in accordance with the terms of this Agreement and the other Transaction Agreements (a) to (i) a Permitted Transferee of such Investor (but only if such Investor is not a New Televisa Investor, unless otherwise expressly provided herein), (ii) a Purchaser of Control or, (iii) in the case of Televisa or a New Televisa Investor, a New Televisa Investor, (b) with respect to the provisions of Sections 2 (other than Section 2.1.1 ) and 3.2 , to any other transferee
 
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that, together with its Affiliates, acquires shares of Registrable Securities in such Transfer either (A) for consideration of at least $35,000,000 or (B) having a then fair market value (determined in good faith by the Board) of at least $35,000,000; provided that no assignment pursuant to this clause (b) with respect to the provisions of Section 2 may be made after an Initial Public Offering, or (c) pursuant to Section 2.1.6; provided , that no assignment of any rights under this Agreement may be made to a Restricted Person. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 6 shall be effective unless the transferee to which such assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Shares in respect of which such assignment is made shall continue to be deemed Shares and shall be subject to all of the provisions of this Agreement relating to Shares and that such transferee shall be bound by, and shall be a party to, this Agreement to the same extent, and in the same capacity, as the Holder that Transfers such Shares to such transferee; provided , that only a Permitted Transferee of a Principal Investor will be deemed to be a “Principal Investor” for purposes of this Agreement, only a Permitted Transferee of Televisa will be deemed to be “Televisa” for purposes of this Agreement and only a Permitted Transferee of Televisa or a New Televisa Investor will be deemed to be a “Televisa Investor” for purposes of this Agreement, only a Permitted Transferee of a Bank Investor will be deemed to be a “Bank Investor” for purposes of this Agreement, only a Permitted Transferee of an Other Investor or a Person that ceases to be a New Televisa Investor will be deemed to be an “Other Investor” for purposes of this Agreement and only a Permitted Transferee of a Manager will be deemed to be a “Manager” for purposes of this Agreement.
7. AMENDMENT, TERMINATION, ETC.
7.1 Oral Modifications . This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.
7.2 Written Modifications . Except as provided in the second sentence of this Section 7.2 and subject to the relevant provisions of any other Transaction Agreement, this Agreement may be amended, modified, extended, terminated or waived (“ Amendment ”), only by an agreement in writing signed by the Company and the Majority PITV Investors (or Holders holding a majority of the shares of Common Stock held by Holders party hereto if there are no PITV Investors remaining). The consent of Televisa shall be required for any Amendment that, by its terms, Discriminates against Televisa or any of the Televisa Investors under this Agreement. The consent of a Majority in Interest of the Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against the holders of Bank Investor Shares as such under this Agreement, and the consent of any holder of Bank Investor Shares shall be required for any Amendment that, by its terms, Discriminates against such holder of Bank Investor Shares as such (compared to other holders of Bank Investor Shares) under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Bank Investor Shares as such simply because holders of Bank Investor Shares (i) own or hold more or less Shares than any other Holders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holders or (iii) have greater or lesser voting rights or powers than any other Holders. The consent of a Majority in
 
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Interest of the Other Investor Shares shall be required for any Amendment that Discriminates, by its terms, against the holders of Other Investor Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Other Investor Shares as such simply because holders of Other Investor Shares (i) own or hold more or less Shares than any other Holder, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holder, or (iii) have greater or lesser voting rights or powers than any other Holders. The consent of a Majority in Interest of the Management Shares held by Managers then employed by the Company shall be required for any Amendment that, by its terms, Discriminates against the holders of Management Shares as such under this Agreement; provided that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Holders will not be deemed to Discriminate against the holders of Management Shares as such simply because holders of Management Shares (i) own or hold more or less Shares than any other Holders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Holders, or (iii) have greater or lesser voting rights or powers than any other Holders. A copy of each such Amendment shall be sent to each Holder and shall be binding upon each party hereto and each holder of Shares subject hereto except to the extent otherwise required by applicable Law; provided that the failure to deliver a copy of such Amendment shall not impair or affect the validity of such Amendment. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2 , any Amendment to the definitions used in such Section as applied to such Section shall also require the specified consent.
7.3 Withdrawal from Agreement . On and after the first date on which (x) the holders of Shares immediately prior to the Initial Public Offering own less than fifty percent (50%) of the then outstanding Common Stock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public Offering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) immediately following the Calculation Date (either of clause (x)  or (y) , as applicable, the “ Aggregate Sell-Down Percentage ”), any holder of Shares that, together with its Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares) (“ Individual Sell-Down Percentage ”), by written notice to the Company and the PITV Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (Shares withdrawn pursuant to this clause (a) , the “ Withdrawn Shares ”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b) , the “ Withdrawing Holders ”); provided that any Shares held indirectly (through ownership of Units of BMPS1, BMPS2, BMPS3 or BMPS4) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Holders other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided , however , that any such Withdrawing Holder shall retain the indemnification rights
 
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pursuant to Section 3.4 with respect to any matter that (a) may be an indemnified liability thereunder, and (b) occurred prior to such withdrawal. The Company shall use its best efforts to provide all Holders a written notice promptly following the first date on which the holders of Shares or the Principal Investors, as applicable, immediately prior to the Initial Public Offering own less than the Aggregate Sell-Down Percentage. Any amendment to this Section 7.3 adversely affecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or the Individual Sell-Down Percentage) shall require the consent of the Majority in Interest of the holders of Bank Investor Shares.
7.4 Effect of Termination . No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Investor shall retain the indemnification, contribution and reimbursement rights pursuant to Section 3.4 with respect to any matter that (a) may be an indemnified liability thereunder, and (b) occurred prior to such termination.
8. LEGENDS.
8.1 Restrictive Legend . Each certificate representing Shares issued or transferred to a Holder shall have the following legend endorsed conspicuously thereupon:
“THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”
Any Person who acquires Shares which are not subject to all or part of the terms of this Agreement, and any Person who withdraws from this Agreement pursuant to the terms of Section 7.3 , shall have the right to have such legend (or the applicable portion thereof) removed from certificates representing such Shares.
8.2 Stop Transfer Instruction . The Company or BMPH will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legend and this Agreement are satisfied.
9. DEFINITIONS. For purposes of this Agreement:
9.1 Certain Matters of Construction . In addition to the definitions referred to or set forth below in this Section 9 :
(a) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof;
 
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(b) The word “including” shall mean including, without limitation;
(c) Definitions shall be equally applicable to both nouns and verbs and the singular and plural forms of the terms defined;
(d) The masculine, feminine and neuter genders shall each include the other;
(e) For the avoidance of doubt, unless otherwise specified, the term “outstanding,” as used in this Agreement in reference to capital stock, shall not include Convertible Securities or shares issuable upon conversion, exchange or exercise thereof, and as used in this Agreement in reference to Convertible Securities, shall mean Convertible Securities that are outstanding (without giving effect to the conversion, exchange or exercise of such Convertible Securities); and
(f) For the avoidance of doubt, “fully diluted,” as used in this Agreement in reference to capital stock, shall mean after giving effect to the conversion, exchange or exercise of all outstanding Convertible Securities.
9.2 Definitions . The following terms shall have the following meanings:
“ Acquisition Holdco ” shall have the meaning set forth in the Stockholders Agreement.
“ Additional Counsel ” shall have the meaning set forth in Section 3.3.3 .
“ Affiliate ” shall mean, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided , however , that neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Holders (and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) if such specified Person is a private equity investment fund, any other private equity investment fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof, and (b) if such specified Person is a natural Person, any Family Member of such natural Person.
“ Affiliated Fund ” shall mean, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.
“ Aggregate Sell-Down Percentage ” shall have the meaning set forth in Section 7.3 .
“ Agreement ” shall have the meaning set forth in the Preamble, as it may be amended from time to time.
 
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“ Amended Charter ” shall have the meaning set forth in the Recitals.
“ Amendment ” shall have the meaning set forth in Section 7.2 .
“ Bank Investor ” shall have the meaning set forth in the Preamble.
“ Bank Investor Shares ” shall mean all Shares held by a Bank Investor. Any Bank Investor Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Bank Investor Shares in the hands of such Permitted Transferee.
“ BMPH ” shall have the meaning set forth in the Preamble.
“ BMPS1 ” shall have the meaning set forth in the Preamble.
“ BMPS1 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS1, dated as of January 29, 2008, as amended from time to time.
“ BMPS2 ” shall have the meaning set forth in the Preamble.
“ BMPS2 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS2, dated as of December 20, 2010, as amended from time to time.
“ BMPS3 ” shall have the meaning set forth in the Preamble.
“ BMPS3 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS3, dated as of October 1, 2013, as amended from time to time.
“ BMPS4 ” shall have the meaning set forth in the Preamble.
“ BMPS4 LLC Agreement ” shall mean the Amended and Restated Limited Liability Company Agreement of BMPS4, dated as of November 23, 2013, as amended from time to time.
“ Board ” shall mean the board of directors of the Company or any authorized committee thereof.
“ business day ” shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York or Mexico.
“ Calculation Date ” shall mean the date of the Televisa Closing (i.e., December 20, 2010).
“ Capital Percentage ” shall have the meaning set forth in the Investment Agreement.
“ Change of Control ” shall have the meaning set forth in the Stockholders Agreement.
“ Charitable Organization ” shall mean a charitable organization as described by Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.
 
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“ Class A Common Stock ” shall mean the voting Class A Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class A Common Stock, or as such shares of Class A Common Stock may be reclassified.
“ Class S Common Stock ” shall mean Class S-1 Common Stock and Class S-2 Common Stock.
“ Class S-1 Common Stock ” shall mean the voting Class S-1 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-1 Common Stock, or as such shares of Class S-1 Common Stock may be reclassified.
“ Class S-2 Common Stock ” shall mean the nonvoting Class S-2 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class S-2 Common Stock, or as such shares of Class S-2 Common Stock may be reclassified.
“ Class T Common Stock ” shall mean Class T-1 Common Stock and Class T-2 Common Stock.
“ Class T-1 Common Stock ” shall mean the voting Class T-1 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-1 Common Stock, or as such shares of Class T-1 Common Stock may be reclassified.
“ Class T-2 Common Stock ” shall mean the nonvoting Class T-2 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination), or in substitution for the Class T-2 Common Stock, or as such shares of Class T-2 Common Stock may be reclassified.
“ Class T-3 Common Stock ” shall mean the super voting Class T-3 Common Stock, par value $.001 per share, of the Company and shall include any shares of common stock issued in exchange for or in consideration of (including shares of common stock of the surviving company in connection with a merger or similar business combination) or in substitution for the Class T-3 Common Stock, or as such shares of Class T-3 Common Stock may be reclassified.
“ Co-Investment Vehicle ” shall mean any one of (a) the MDP Co-Investment Vehicles, collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles, collectively, and (d) the TPG Co-Investment Vehicles, collectively.
“ Commission ” shall mean the United States Securities and Exchange Commission.
“ Common Stock ” shall mean the common stock of the Company, including the Class A Common Stock, the Class S-1 Common Stock, the Class S-2 Common Stock, the Class T-1 Common Stock, the Class T-2 Common Stock and the Class T-3 Common Stock.
 
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“ Company ” shall have the meaning set forth in the Preamble.
“ control ” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
“ Convertible Securities ” shall mean any evidence of indebtedness, shares of stock, options, warrants (including the TV Warrants) or other securities which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock, including any options and warrants.
“ Coordination Committee ” shall have the meaning set forth in Section 3.6 .
“ Covered Matters ” shall have the meaning set forth in Section 11.1 .
“ Covered Person ” shall have the meaning set forth in Section 3.4.1 .
“ Disclosure Package ” shall mean, with respect to any offering of securities, (a) the preliminary Prospectus, (b) each Free Writing Prospectus, and (c) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).
“ Discriminate(s) ” shall mean, with respect to a specified Person, to discriminate against such specified Person as compared to other applicable parties in a manner that is, or is reasonably expected to be, (a) with respect to all Persons other than the Televisa Investors, materially and disproportionately adverse to such specified Person, and (b) with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.
“ Equivalent Shares ” shall have the meaning set forth in the Stockholders Agreement.
“ Exchange Act ” shall mean the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Exchange Act Rules ” shall mean the rules adopted by the Commission under the Exchange Act.
“ Family Member ” shall mean, with respect to any natural Person, (a) any lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased, and (d) any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses (a)  through (c)  above.
 
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“ FCC ” shall mean the United States Federal Communications Commission or any successor entity.
“ FCC-Approved Trust ” shall have the meaning set forth in the Stockholders Agreement.
“ Federal Communications Laws ” shall mean the Communications Act of 1934, as amended, and any successor statute thereto, and the rules, regulations and policies promulgated by the FCC thereunder.
“ Foreign Ownership Cap ” shall have the meaning set forth in the definition of Regulatory Amendment or Waiver.
“ Foreign Ownership Restrictions ” shall mean any and all restrictions imposed by the Federal Communications Laws on the direct or indirect ownership by non-U.S. citizens of entities that directly or indirectly control broadcast licensees such as the Company and its broadcast licensee subsidiaries.
“ Free Writing Prospectus ” shall mean any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.
“ Glade Brook ” shall have the meaning set forth in the Recitals.
“ Governmental Authority ” shall mean any United States (federal, state or local) or foreign government, or governmental, regulatory, judicial or administrative authority, agency, commission or court (including the FCC and applicable stock exchange(s)).
“ Group ” shall mean “group” (within the meaning of Section 13(d)(3) of the Exchange Act); provided , that a “group” must be formed knowingly in order to constitute a Group, and the existence of any Group may not be established by mere parallel action.
“ Holders ” shall have the meaning set forth in the Preamble.
“ Indemnitee ” shall have the meaning set forth in Section 3.4.3 .
“ Individual Sell-Down Percentage ” shall have the meaning set forth in Section 7.3 .
“ Initial Public Offering ” shall mean the initial underwritten Public Offering of the Class A Common Stock registered on Form S-1 being effected on the date hereof.
“ Initiating Investors ” shall have the meaning set forth in Section 3.1.1 .
“ Initiating Take-Down Holders ” shall have the meaning set forth in Section 3.5 .
“ Investment Agreement ” shall mean the Investment Agreement among the Company, Univision, Televisa, Pay TV Venture, Inc., BMPS2 dated December 20, 2010, as amended from time to time.
“ Investors ” shall mean the Principal Investors, the Televisa Investors, the Bank Investors, BMPS1, BMPS2, BMPS3, BMPS4 and the Other Investors, collectively.
 
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“ Issuance ” shall have the meaning set forth in Section 2 .
“ Issuer ” shall have the meaning set forth in Section 2 .
“ Law ” shall mean any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree, order or any other judicially enforceable legal requirement (including common law) of any Governmental Authority.
“ LP Distribution ” shall mean a distribution of Shares by an Investor to its partners, members, managers or shareholders in accordance with such Investor’s governing documents.
“ Majority in Interest ” shall mean with respect to Shares of one or more class(es), a majority in number of such Shares of all such class or classes (if more than one class) taken in the aggregate.
“ Majority MDP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the MDP Investors.
“ Majority PEP Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the PEP Investors.
“ Majority PITV Investors ” shall mean, as of any applicable time, (a) PITV Investor Groups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding Common Stock then held by all PITV Investor Groups ( provided , in the case of the Televisa Investors, including only shares of Common Stock held directly by the Televisa Investors that do not exceed ten (10) percent of the aggregate shares of Common Stock then outstanding and (b) a majority of the PITV Investor Groups; provided , that if the aggregate number of PITV Investor Groups is two and both of the PITV Investor Groups have not reached agreement or consented with respect to a matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; and provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 of the Stockholders Agreement.
“ Majority Principal Investors ” shall mean, as of any applicable time, (a) Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock then held by all Principal Investor Groups (without taking into account shares of Common Stock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a
 
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majority of the Principal Investor Groups; provided , that if the aggregate number of Principal Investor Groups is an even number and a majority of the Principal Investor Groups has not reached agreement or consented with respect to a matter, the term “Majority Principal Investors” shall have the meaning set forth in clause (a)  of this definition only; provided , further , that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes of this definition from and after such time that it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received), in the aggregate, of the Shares held by such Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investors and the Majority Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
“ Majority SCG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the SCG Investors.
“ Majority Televisa Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the Televisa Investors.
“ Majority THL Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the THL Investors.
“ Majority TPG Investors ” shall mean, as of any date, the holders of a Majority in Interest of the Shares held by the TPG Investors.
“ Management Shares ” shall mean all Shares held by a Manager. Any Management Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Management Shares in the hands of such Permitted Transferee.
“ Manager Holder ” shall mean any Manager who is, at the time in question, a Holder.
“ Managers ” shall have the meaning set forth in the Preamble.
“ Maximum Equity Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ Maximum Voting Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ MDP ” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., MDCPIV Intermediate (Umbrella), L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate (Umbrella), L.P. and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
 
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“ MDP Co-Investment Vehicles ” shall mean, as of any date, MDCP Foreign Co-Investors (Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (a) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of MDP, (b) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (c) such entity is a Holder and owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate (Umbrella), L.P., MDCPV Intermediate (Umbrella), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ MDP Investors ” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
“ NASD ” shall have the meaning set forth in Section 3.3.2(g) .
“ New Televisa Investor ” shall mean any Person described in clause (b) or (c) of the definition of the Televisa Investors; provided that such Person shall cease to be a New Televisa Investor hereunder, and shall automatically become an Other Investor hereunder, immediately upon such Person ceasing to be a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company.
“ Other Investor Shares ” shall mean all Shares held by an Other Investor. Any Other Investor Shares that are Transferred by the holder thereof to such holder’s Permitted Transferees shall remain Other Investor Shares in the hands of such Permitted Transferee.
“ Other Investors ” shall have the meaning set forth in the Preamble.
“ Other Securities ” shall have the meaning set forth in Section 2.1.5 .
“ Parity Shares ” shall have the meaning set forth in Section 3.3.1 .
“ Participating Investor ” shall have the meaning set forth in Section 3.3.3 .
“ Participation Right ” shall have the meaning set forth in Section 2.1.1 .
“ Participation Right Exercise Notice ” shall have the meaning set forth in Section 2.1.1(b) .
“ Participation Shares ” shall mean all Shares held by an Investor and all Vested Shares held by a Manager.
“ PEP ” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P., Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
 
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“ PEP Co-Investment Vehicles ” shall mean, as of any date, Providence Co-Investors (Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (a) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of PEP, (b) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (c) such entity is a Holder and owns Shares. For the avoidance of doubt, neither Providence Investors V (Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ PEP Investors ” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
“ Permitted Transferee ” shall mean, in respect of (a) any PITV Investor, (i) any Affiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) any successor entity, (b) any Bank Investor, any Affiliate of such Bank Investor, (c) any SCG Investor, (i) any Person which is controlled by or for the benefit of Haim Saban or Cheryl Saban (or in the event of their divorce, their subsequent respective spouses) (collectively “ Saban ”) or their Family Members (other than a portfolio company of any SCG Investor), (ii) then-current or former officers and/or employees of Saban or entities controlled by Saban who were issued such interests as a result of or in connection with their employment by Saban, or such officers’ and/or employees’ Family Members to the extent they receive such Transferred interests initially issued to such officer or employee as a result of or in connection with his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship or other entity created for estate or tax planning purposes all of the beneficiaries of which are any of the persons listed in subclause (i) to (iii) of this clause (c) , (d) any Manager, any Family Member of such Manager, the Company or any subsidiary thereof, and (e) any holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s estate, executors, administrators, personal representatives, heirs, legatees or distributees in each case acquiring the Shares in question pursuant to the will or other instrument taking effect at death of such holder or by applicable Laws of descent and distribution and (ii) any Person acquiring such Shares pursuant to a qualified domestic relations order; in each case described in clauses (a)  through (e) , only if such transferee agrees to be bound by the terms of the Transaction Agreements in accordance with their respective terms to the same extent its transferor is bound thereby (it being understood that any Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1 of the Stockholders Agreement shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other member of such Principal Investor Group. No Restricted Person may be a “Permitted Transferee.”
“ Person ” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
“ Piggyback Eligible Holder ” shall have the meaning set forth in Section 3.2.1(a) .
 
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“ PITV Investor Group ” shall mean (a) each of the Principal Investor Groups; and (b) the Televisa Investors; provided , however , that the Televisa Investors shall cease to be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for the vote, consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ PITV Investors ” shall mean the Televisa Investors and the Principal Investors, collectively; provided , that a Principal Investor and/or a Televisa Investor shall cease to be a PITV Investor if it ceases to be a member of a PITV Investor Group; provided , further , that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the transferor Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.
“ Price Per Equivalent Share ” shall mean the Board’s good faith determination of the price per Equivalent Share of any Convertible Securities which are the subject of an issuance pursuant to Section 2 .
“ Principal Investor ” shall have the meaning set forth in the Preamble.
“ Principal Investor Group ” shall mean any one of (a) the MDP Investors, collectively, (b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors, collectively, and (e) the TPG Investors, collectively; provided , however , that any such Principal Investor Group shall cease to be a Principal Investor Group at such time it has voluntarily Transferred more than ninety-five percent (95%) (or following a Sponsor Exit Sell-Down, ninety-eight percent (98%) in the event TOC Approval has not been received) of the Shares held by the Principal Investor Group on the Calculation Date (as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizations, reclassifications (including the Reclassification) and other similar capitalization changes) to Persons other than its Permitted Transferees and/or a Purchaser of Control; provided , further, that, following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the rights of the Principal Investor Groups in accordance with Section 3.8 of the Stockholders Agreement. Where this Agreement provides for the vote, consent or approval of any Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwise specifically set forth herein.
“ Principal Investor Request ” shall mean a request for registration of Registrable Securities made under Section 3.1.1 by any current or former Principal Investor Group(s).
“ Principal Lock-Up Agreement ” shall mean a lock-up agreement entered into by each Holder in connection with each underwritten Public Offering at the request of the Company or the managing underwriter(s) of such Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or
 
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exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, in each case to the extent that such restrictions are agreed to by the Majority PITV Investors (or a majority of the shares of Registrable Securities if there are no PITV Investors remaining) with the underwriter(s) of such Public Offering; provided , however , that no Holder shall be required hereby to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in (i) open market transactions or block purchases after the completion of the Initial Public Offering or (ii) a Public Offering, (b) Transfers to Permitted Transferees of such Holder permitted in accordance with the terms of this Agreement and the other Transaction Agreements, (c) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder, (d) any exercise of the Convertible Securities and (e) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization permitted in accordance with the terms of this Agreement.
“ Pro Rata Portion ” shall mean for purposes of Section 3.3 and Section 3.5 , with respect to each holder of Registrable Securities or Parity Shares requesting that such shares be registered in such registration statement or included under a takedown for a Shelf Offering, a number of such Shares equal to the aggregate number of Shares to be registered in such registration (excluding any shares to be registered for the account of the Company) multiplied by (a) in the case of Section 3.3 , a fraction, the numerator of which is the aggregate number of Registrable Securities and Parity Shares held by such holder, and the denominator of which is the aggregate number of Registrable Securities and Parity Shares held by all holders requesting that their Registrable Securities or Parity Shares be registered in such registration and (b) in the case of Section 3.5 , such holder’s percentage of outstanding Registrable Securities and Parity Shares.
“ Prospective Subscriber ” shall have the meaning set forth in Section 2.1.1(a)(i) .
“ Prospectus ” shall mean the prospectus related to any Public Offering (including a prospectus or prospectus supplement that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415, 430A or 430B (or any successor rules or regulations) under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference in such prospectus.
“ PRRCA ” shall have the meaning set forth in the Recitals.
“ Public Offering ” shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act.
“ Purchaser of Control ” shall have the meaning set forth in the Stockholders Agreement.
“ Qualified Public Offering ” shall have the meaning set forth in the Stockholders Agreement.
 
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“ Reclassification ” shall have the meaning in the Recitals.
“ Registrable Securities ” shall mean (a) Class A Common Stock, Class S Common Stock, Class T-1 Common Stock and Class T-2 Common Stock, (b) Class A Common Stock, Class S Common Stock, Class T-1 Common Stock and Class T-2 Common Stock directly or indirectly issuable with respect to the securities referred to in clause (a) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Participation Shares and (c) all Convertible Securities of the Company (including the TV Warrants), unless holders of such Convertible Securities have been afforded registration rights in a different agreement; it being understood that shares of Class S Common Stock into which shares of Class T-1 Common Stock and Class T-2 Common Stock would be convertible in connection with a Transfer to Persons other than to a Televisa Investor also will constitute “Registrable Securities.” As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when (i) such securities shall have ceased to be Participation Shares hereunder, (ii) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (iii) such securities shall have been Transferred pursuant to Rule 144 or Rule 145, (iv) disposition of such securities may be made by the Holder thereof under Rule 144 or 145 and the holder of such securities holds no more than one percent of the shares of the applicable class outstanding as shown by the most recent report or statement published by the Company, but only to the extent such securities are not restricted from transfer by the provisions of Section 4 , (v) subject to the provisions of Section 6 , such securities shall have been otherwise transferred to a Person that is not an Affiliate of the transferor (or, in the case of Televisa, is not a Televisa Investor unless such Non-Televisa Investor has acquired from a Televisa Investor in one or more transactions (other than (A) purchasers in the public market who acquired Shares, directly or indirectly, from Televisa in a registered offering that was generally made to the public, (B) Transfers pursuant to Rule 144 or Rule 145, or (C) Transfers pursuant to a bona fide block sale to a market maker) Shares representing ten percent (10%) or more of the fully-diluted shares of Common Stock of the Company), new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company as part of such transfer and subsequent disposition of them shall not require registration of them under the Securities Act and such securities may be distributed without volume limitation or other restrictions on transfer under Rule 144 or Rule 145 (including without application of paragraphs (c), (e) (f) and (h) of Rule 144), (vi) such securities shall have ceased to be outstanding, or (vii) the holder thereof shall have withdrawn from this Agreement pursuant to Section 7.3 .
“ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance with Section 3 (other than underwriting discounts and commissions paid to underwriters and transfer taxes, if any), including (a) all Commission and securities exchange or NASD registration and filing fees, (b) all fees and expenses of complying with securities or blue sky Laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or NASD pursuant to Section 3.3.2(g) and all rating agency fees, (e) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold
 
44

comfort” letters required by or incident to such performance and compliance, (f) the reasonable fees and disbursements of one counsel for the Holders selected pursuant to the terms of Section 3 and any Additional Counsel, (g) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special expert retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, (h) expenses incurred in connection with any road show including the reasonable out-of-pocket expenses of the Holders), and (i) any other fees and disbursements customarily paid by the issuers of securities.
“ Regulatory Amendment or Waiver ” shall mean an amendment of the Federal Communications Laws by duly enacted legislation or a ruling or waiver by the FCC that increases or grants permission to exceed the foreign ownership limitations established by the Federal Communications Laws that currently requires FCC approval for non-U.S. individuals, corporations and governments to own, in the aggregate, more than twenty-five percent (25%) of the equity interests or possess more than twenty-five percent (25%) of the voting rights of a U.S. entity that directly or indirectly controls a broadcast licensee or more than twenty percent (20%) of the equity interests or voting rights in such broadcast licensee (the “ Foreign Ownership Cap ”).
“ Related Group ” shall mean, with respect to any Rule 144 measurement period, all Holders other than those (a) who have agreed to forego their full pro rata share of the Rule 144 group limit in accordance with the last sentence of Section 4.1.1(a) , (b) who have opted out of Sale Coordination pursuant to Section 4.1.1(c) , or (c) who have been excluded from the provisions of Section 4.1 through 4.4 pursuant to the last sentence of Section 4.5 , unless, in each case, such person’s sales of Shares are required to be aggregated with sales of Shares of all Holders not described in clauses (a) through (c) for purposes of clauses (e)(1) or (2) of Rule 144.
“ Restricted Person ” has the meaning set forth in the Stockholders Agreement.
“ Rule 144 ” shall mean Rule 144 under the Securities Act (or any successor Rule).
“ Rule 145 ” shall mean Rule 145 under the Securities Act (or any successor Rule).
“ Rule 415 ” shall mean Rule 415 under the Securities Act (or any successor Rule).
“ Saban Arrangements ” shall mean the arrangements reflected in the Saban Services Agreement, the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement or the BMPS4 LLC Agreement, as amended from time to time.
“ Saban Services Agreement ” shall mean the Amended and Restated Services Agreement, by and between the Company, SCG Investments IIB LLC, BMPI Services LLC and BMPI Services II, LLC, BMPI Services III, LLC and BMPI Services IV, LLC, dated as of the date hereof, as amended from time to time.
“ Sale Coordination ” shall have the meaning set forth in Section 4.1.1 .
“ SCG Investors ” shall mean, as of any date, SCG Investments II, LLC and its Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
 
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“ Securities Act ” shall mean the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time.
“ Senior Registration Rights ” shall have the meaning set forth in Section 3.3.6 .
“ Shares ” shall have the meaning set forth in the Stockholders Agreement.
“ Shelf Offering ” shall have the meaning set forth in Section 3.5 .
“ Shelf Piggyback Eligible Holder ” shall have the meaning set forth in Section 3.5(a) .
“ Shelf Registration ” shall have the meaning set forth in Section 3.1.1 .
“ Shelf Take-Down Amount ” shall have the meaning set forth in Section 3.5 .
“ Shelf Take-Down Inclusion Notice ” shall have the meaning set forth in Section 3.5(a) .
“ Sponsor Exit Sell-Down ” shall have the meaning set forth in the Amended Charter.
“ Stockholders Agreement ” shall mean the Second Amended and Restated Stockholders Agreement of the Company, dated as of the date hereof, as amended from time to time.
“ Subject Securities ” shall have the meaning set forth in Section 2 .
“ subsidiary ” of any Person, shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
“ Take-Down Notice ” shall have the meaning set forth in Section 3.5 .
“ Televisa ” shall have the meaning set forth in the Preamble.
“ Televisa Closing ” shall mean the consummation of the closing of the Televisa Investment pursuant to the terms and conditions of the Investment Agreement.
“ Televisa Investors ” shall mean, as of any date, collectively (a) Televisa and any Permitted Transferee of Televisa; (b) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (c) a Permitted Transferee of a Person described in clause (b)  above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (a) , (b)  and (c) , only if and to the extent such Person is then a Stockholder and holds any Shares; provided , further , that BMPS2 and BMPS4 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 or BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 or BMPS4, including regardless of any Transfer of Shares by BMPS2 under the Saban Arrangements.
 
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“ Televisa Maximum Amount ” shall have the meaning set forth in Section 2.1.1 .
“ Televisa Participation Notice ” shall have the meaning set forth in Section 2.1.1 .
“ Televisa Percentage ” shall mean, in connection with Televisa’s Participation Right in Section 2.1 , the Capital Percentage of the Televisa Investors on the date the Televisa Participation Notice is delivered to Televisa.
“ Televisa Request ” shall mean a request for registration of Registrable Securities made under Section 3.1.1 by the Majority Televisa Investors following the Qualified Public Offering.
“ Televisa Sell-Down ” shall have the meaning set forth in the Stockholders Agreement.
“ THL ” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund VI Investors (Univision), L.P., and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
“ THL Co-Investment Vehicles ” shall mean, as of any date, THL Equity Fund VI Intermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (Univision US), L.P., THL Equity Fund VI Investors (GS), LLC and their respective successor entities, and any Affiliated Fund thereof if, in each case, (a) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of THL, (b) such entity has been formed for the main purpose of investing in the Company or any Affiliate thereof, and (c) such entity is a Holder and owns Shares. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ THL Investors ” shall mean, as of any date, THL, the THL Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
“ TOC Approval ” shall have the meaning set forth in the Amended Charter.
“ TPG ” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
“ TPG Co-Investment Vehicles ” shall mean, as of any date, TPG Umbrella Co-Investment, L.P., TPG Umbrella International Co-Investment, L.P. and their respective successor entities, and any Affiliated Fund thereof if, in each case, (a) substantially all of the equity thereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for, purchase or otherwise acquire such equity) has not been contributed by the same investors, partners and members as contributed to the equity of TPG, (b) such entity has been formed for
 
47

the main purpose of investing in the Company or any Affiliate thereof, and (c) such entity is a Holder and owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV, L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.
“ TPG Investors ” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, and their respective Permitted Transferees, in each case only if such Person is then a Holder and holds any Shares.
“ Transaction Agreements ” shall have the meaning set forth in the Stockholders Agreement.
“ Transfer ” shall mean any sale, pledge (provided that the term “Transfer” shall not be deemed to include a pledge of any Shares pursuant to a bona fide financing with a financial institution, commercial lender or other bona fide provider of debt financing, but shall be deemed to include a foreclosure on, or subsequent Transfer of, any such pledged Shares), assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section 4 (a) if a transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereof ceases to control such transferee, (b) with respect to an Acquisition Holdco, or a holder of Shares which was formed for the purpose of holding Shares, there is a Transfer of the equity interests of such Acquisition Holdco or holder other than to a Permitted Transferee of such Acquisition Holdco or holder or of the party transferring the equity of such holder, or (c) with respect to an Affiliate of Televisa of which the Shares held by such Affiliate constitute a majority of the value of such Affiliate, there is a direct Transfer of the equity interests of such Affiliate other than to a Permitted Transferee of such Affiliate or of the party transferring the equity of such Affiliate or to the shareholders of any publicly traded parent entity of such Affiliate. For the avoidance of doubt, a conversion of Class S Common Stock, and/or Class T Common Stock into Common Stock of any such other classes pursuant to the Amended Charter shall not be deemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall be treated as a Transfer of a proportional number of Shares held by BMPS1, BMPS2, BMPS3, or BMPS4, as applicable (based on the total number of Units outstanding and the total number of Shares held by BMPS1, BMPS2, BMPS3 or BMPS4 as the case may be), in each case, as of immediately prior to such Transfer. No securities transferred to or held by BMPS1, BMPS2, BMPS3 or BMPS4 will be deemed to have been Transferred until they are sold by BMPS1, BMPS2, BMPS3 or BMPS4, as applicable. Notwithstanding the foregoing, with respect to securities acquired by BMPS2 or BMPS4 from any Televisa Investor, such securities will continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2 or BMPS4 under the Saban Arrangements.
“ TV Warrants ” shall mean the Company warrants exercisable for shares of Class T-1 Common Stock and/or Class T-2 Common Stock, as applicable, issuable under certain circumstances pursuant to the Transaction Agreements.
“ Units ” shall have the meaning set forth in the BMPS1 LLC Agreement, the BMPS2 LLC Agreement, the BMPS3 LLC Agreement and the BMPS4 LLC Agreement, as applicable.
 
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“ Univision ” shall have the meaning set forth in the Preamble.
“ Vested Shares ” shall mean, with respect to any officer, director, employee or consultant of the Company or any of its subsidiaries at any time (other than any partner, principal, employee or Affiliate of a Principal Investor, which as of the Televisa Closing, includes the Chairman of the Board of the Company), any options, restricted stock or other awards under the Equity Incentive Plan or any other equity incentive plan or pursuant to any employment or consulting agreements that are held by such person which are not subject to vesting requirements or other time of service or performance based conditions to ownership at such time.
“ Voting Percentage ” shall have the meaning set forth in the Stockholders Agreement.
“ Withdrawn Shares ” shall have the meaning set forth in Section 7.3 .
“ Withdrawing Holders ” shall have the meaning set forth in Section 7.3 .
10. MISCELLANEOUS.
10.1 Authority: Effect . Each party hereto, severally and not jointly, represents and warrants to and agrees with each other party that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are bound, and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other applicable Law of general application affecting the rights and remedies of creditors generally, and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and BMPH shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.
10.2 Notices . Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile or (c) sent by overnight courier, in each case, addressed as follows:
If to the Company, BMPH or Univision, to it:
c/o Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, New York 10158
Facsimile No.: (646) 964-6681
Attention: General Counsel
Email: jschwartz@univision.net
 
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with a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
100 Federal Street, 34 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 772-8333
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Email: david.duffell@weil.com and shayla.harlev@weil.com
If to any Holder, to it at the address set forth on Exhibit A , or if not set forth thereon, in the records of the Company.
Notice to the holder of record of any shares of capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.
Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile on a business day, or if not delivered on a business day, on the first business day thereafter, and (z) seven (7) business days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.
10.3 Entire Agreement . This Agreement, the other Transaction Agreements, any exhibits or schedules hereto or thereto and any other agreement, document or instrument referred to herein or therein set forth the entire understanding and agreement of the parties, and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof (including the Memorandum of Understanding, dated July 1, 2015, by and among certain of the parties hereto).
10.4 Descriptive Heading . The descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not be construed to define or limit any of the terms or provisions hereof.
10.5 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument. A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.
10.6 Severability . In the event that any provision hereof would, under applicable Law (other than Federal Communications Laws, in which case any modification or limitation must be agreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the other hand (or if there are no Principal Investors, the agreement of Televisa and the Board of the Company shall be required)), be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect pursuant to the preceding sentence, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.
 
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10.7 No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors hereto may be corporations, partnerships, limited liability companies or trusts, each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner, member, manager or trustee of any Investor or of any partner, member, manager, trustee, Affiliate or assignee thereof, in its capacity as such ( provided that, for the avoidance of doubt, such recourse may be had against any such Person in its capacity as a party signatory hereto), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Investor or any current or future member of any Investor or any current or future director, officer, employee, partner, member, manager or trustee of any Investor or of any Affiliate or assignee thereof, in its capacity as such ( provided that, for the avoidance of doubt, such recourse may be had against any such Person in its capacity as a party signatory hereto), for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.
10.8 Aggregation of Shares . All Shares held by an Investor and its Affiliates and Affiliated Funds, and all Shares held by Televisa and the other Televisa Investors, shall be aggregated together for purposes of determining the availability of any rights or incurrence of any obligations under Sections 2 , 3 and 4 . Within any Principal Investor Group, the Investors may allocate the ability to exercise any rights and/or the incurrence of any obligations under this Agreement in any manner that such Principal Investor Group (by a Majority in Interest of the Shares held by such Principal Investor Group) sees fit.
10.9 Obligations of Company, BMPH and Univision . Each of the Company, BMPH and Univision shall be jointly and severally liable for any payment obligation of any of the Company, BMPH or Univision pursuant to this Agreement.
10.10 Tacking . The Company will use commercially reasonable efforts to consult the Bank Investors prior to effecting any recapitalization of the Company for purposes of forming a holding company if the Bank Investors would receive securities of such holding company in such recapitalization and such recapitalization would adversely affect the Bank Investors’ ability to “tack” the holding period of the securities of such holding company received in connection with such recapitalization for purposes of rule 144(d)(iii) under the Securities Act; provided , that the foregoing shall not limit the Company’s, BMPH’s or Univision’s ability to effect any recapitalization that is determined in good faith by the Board to be in the Company’s, BMPH’s or Univision’s best interest.
10.11 Certain Limitations . Notwithstanding anything to the contrary contained in this Agreement, no Party shall be liable to the other parties under this Agreement for any special, consequential, punitive, indirect or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise.
 
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11. GOVERNING LAW.
11.1 Governing Law . This Agreement and the negotiation, execution, performance or nonperformance, interpretation, termination, construction and all matters based upon, arising out of or related to this Agreement, whether arising in law or in equity (collectively, the “ Covered Matters ”), and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed by the laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent that such principles or rules would require or permit the application of laws of another jurisdiction.
11.2 Consent to Jurisdiction . Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (and if the Chancery Court does not accept jurisdiction, the federal court located in Delaware if the federal court in Delaware does not accept jurisdiction, any state court in Delaware) for the purpose of any action, claim, cause of action or suit in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court, and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware Law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.2 hereof is reasonably calculated to give actual notice.
11.3 WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
 
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HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 11.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
11.4 Exercise of Rights and Remedies . No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
11.5 No Third Party Beneficiaries . Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement and their permitted transferees, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.
11.6 No Partnership, Agency, or Joint Venture . This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.
[Signature pages to follow]
 
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

THE COMPANY:	 		 	UNIVISION HOLDING, INC.	
				
	 		 	By:	 	*	
	 		 		 	Name:	
	 		 		 	Title:	
			
BMPH:	 		 	BROADCAST MEDIA PARTNERS HOLDINGS, INC.	
				
	 		 	By:	 	*	
	 		 		 	Name:	
	 		 		 	Title:	
			
UNIVISION:	 		 	UNIVISION COMMUNICATIONS INC.	
				
	 		 	By:	 	*	
	 		 		 	Name:	
	 		 		 	Title:	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” on this page:	

 	
Name:	
Title:	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

THE PRINCIPAL INVESTORS:

MDP INVESTORS	
		
	 	MADISON DEARBORN CAPITAL PARTNERS IV, L.P.	
		
	 	By: Madison Dearborn Partners IV, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MDCPIV INTERMEDIATE (UMBRELLA), L.P.	
		
	 	By: Madison Dearborn Partners IV, L.P. its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
		
	 	MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.	
		
	 	By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
		
	 	By: Madison Dearborn Partners, LLC, its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Zaid F. Alsikafi	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
MDCPV INTERMEDIATE (UMBRELLA), L.P.	
	
By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
	
By: Madison Dearborn Partners, LLC, its General Partner	
		
By:	 	*	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
	
MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.	
	
By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
	
By: Madison Dearborn Partners, LLC, its General Partner	
		
By:	 	*	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
	
MDCP US CO-INVESTORS (UMBRELLA), L.P.	
	
By: Madison Dearborn Partners V-A&C, L.P., its General Partner	
	
By: Madison Dearborn Partners, LLC, its General Partner	
		
By:	 	*	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of MDP INVESTORS:	

 	
Name:	 	Zaid F. Alsikafi	
Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

					
PEP INVESTORS	
		
	 	PROVIDENCE INVESTORS V (UNIVISION) L.P.	
		
	 	By: Providence Umbrella GP L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P.	
		
	 	By: Providence Equity GP V L.P., its General Partner	
		
	 	By: Providence Equity Partners V L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE INVESTORS VI (UNIVISION) L.P.	
		
	 	By: Providence VI Umbrella GP L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
		
	 	PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P.	
	 	By: Providence Equity GP VI L.P., its General Partner	
		
	 	By: Providence Equity Partners VI L.L.C., its General Partner	
			
	 	By:	 	*	
	 	Name:	 	Michael N. Gray	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
PROVIDENCE CO-INVESTORS (UNIVISION) L.P.	
	
By: Providence Umbrella GP L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
	
PROVIDENCE CO-INVESTORS (UNIVISION US) L.P.	
	
By: Providence Umbrella GP L.L.C., its General Partner	
		
By:	 	*	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of PEP INVESTORS:	

 	
Name:	 	Michael N. Gray	
Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
SCG INVESTMENTS II, LLC, a Delaware LLC	
		
By:	 	 	
Name:	 	Adam Chesnoff	
Title:	 	Manager	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

							
TPG INVESTORS	
		
	 	TPG UMBRELLA IV, L.P.	
			
	 	By:	 	TPG Advisors IV, Inc.,	
	 		 	its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
		
	 	TPG UMBRELLA INTERNATIONAL IV, L.P.	
			
	 	By:	 	TPG Advisors IV, Inc.,	
	 		 	its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
		
	 	TPG MEDIA V-AIV 1, L.P.	
			
	 	By:	 	TPG Advisors V, Inc.,	
	 		 	its general partner	
			
	 	By:	 	*	
	 		 	Name:	 	Clive Bode	
	 		 	Title:	 	Vice President	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

					
TPG MEDIA V-AIV 2, L.P.	
		
By:	 	TPG Advisors V, Inc.,	
	 	its general partner	
		
By:	 	*	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
	
TPG UMBRELLA CO-INVESTMENT, L.P.	
		
By:	 	TPG Advisors V, Inc.,	
	 	its general partner	
		
By:	 	*	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
	
TPG UMBRELLA INTERNATIONAL CO-INVESTMENT, L.P.	
		
By:	 	TPG Advisors V, Inc.,	
	 	its general partner	
		
By:	 	*	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of TPG INVESTORS:	

By:	 	 	
	 	Name:	 	Clive Bode	
	 	Title:	 	Vice President	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

					
THL INVESTORS	
		
	 	THOMAS H. LEE EQUITY FUND VI, L.P.	
		
	 	By: THL Equity Advisors VI, LLC, its general partner	
		
	 	By: Thomas H. Lee Partners, L.P., its sole member	
		
	 	By: Thomas H. Lee Advisors, LLC, its general partner	
		
	 	By: THL Holdco, LLC, its managing member	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
		
	 	THL EQUITY FUND VI INVESTORS (UNIVISION), L.P.	
		
	 	By: THL Equity Advisors VI, LLC, its general partner	
		
	 	By: Thomas H. Lee Partners, L.P., its sole member	
		
	 	By: Thomas H. Lee Advisors, LLC, its general partner	
		
	 	By: THL Holdco, LLC, its managing member	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
		
	 	THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION), L.P.	
		
	 	By: THL Equity Advisors VI, LLC, its general partner	
		
	 	By: Thomas H. Lee Partners, L.P., its sole member	
		
	 	By: Thomas H. Lee Advisors, LLC, its general partner	
		
	 	By: THL Holdco, LLC, its managing member	
			
	 	By:	 	*	
	 	Name:	 	Charles P. Holden	
	 	Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION US), L.P.	
	
By: THL Equity Advisors VI, LLC, its General Partner	
	
By: Thomas H. Lee Partners, L.P., its Sole Member	
	
By: Thomas H. Lee Advisors, LLC, its General Partner	
		
 By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
	
THL EQUITY FUND VI INVESTORS (GS), LLC	
	
By: THL Equity Advisors VI, LLC, its Manager	
		
By:	 	*	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
 
*	The signature appearing immediately below shall serve as a signature at each place indicated with an “*” under the heading of THL INVESTORS:	

By:	 	 	
Name:	 	Charles P. Holden	
Title:	 	Managing Director	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

							
TELEVISA :	
		
	 	GRUPO TELEVISA, S.A.B.	
				
	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	
				
	 		 	By:	 	 	
	 		 		 	Name:	
	 		 		 	Title:	
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

THE BANK INVESTORS :

BACI INVESTORS INTERMEDIATE (UNIVISION), L.P.	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
SP INVESTORS INTERMEDIATE (UNIVISION-SP), L.P.	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
WCP INVESTORS INTERMEDIATE (UNIVISION), L.P.	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

ANDREW W. HOBSON	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

ANDREW W. HOBSON GST EXEMPT 2012 TRUST	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

MARGARET HOBSON GST EXEMPT 2012 TRUST	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

JOHN ECK	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

KEITH TURNER	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

PETER LORI	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

RANDEL A. FALCO GANTOR RETAINED ANNUITY TRUST	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

ROBERTO LLAMAS	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

STEVE MANDALA	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

MANAGERS :

TONIA O’CONNOR MAYES	

 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
BMPI SERVICES, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
BMPI SERVICES II, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
BMPI SERVICES III, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

			
BMPI SERVICES IV, LLC	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

THE OTHER INVESTORS:

GLADE BROOK PRIVATE INVESTORS II LP	
	
By: Glade Brook Private Management LLC, its general partner	
		
By:	 	 	
Name:	 		
Title:	 		
 
SIGNATURE PAGE TO SECOND AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT

Exhibit A

Stockholder	  	Address	  	With Copies to:	
MDP Investor or to the MDP Principal Investor Group	  	c/o Madison Dearborn Partners
Three First National Plaza, Suite 3800
Chicago, Illinois, 60602
Facsimile No.: (312) 895-1221
Attention: Zaid F. Alsikafi
Email: zalsikafi@mdcp.com	  	Three First National Plaza, Suite 3800
Chicago, Illinois, 60602
Facsimile No.: (312) 895-1041
Attention: Mark Tresnowski, Esq.
Email: mtresnowski@mdcp.com	
			
PEP Investor or to the PEP Principal Investor Group	  	c/o Providence Equity Partners Inc.
50 Kennedy Plaza, 18 th Floor
Providence, Rhode Island 02903
Facsimile No.: (401) 751-1790
Attention: Jonathan M. Nelson
Email: jnelson@provequity.com	  	Weil, Gotshal & Manges LLP
50 Kennedy Plaza, 11 th Floor
Providence, Rhode Island 02903
Facsimile No.: (401) 278-4701
Attention: David K. Duffell, Esq.
Email: david.duffell@weil.com	
			
SCG Investor or to the SCG Principal Investor Group	  	c/o Saban Capital Group
10100 Santa Monica Boulevard
Los Angeles, California 90067
Facsimile No.: (310) 557-5100
Attention: Adam Chesnoff
Email: achesnoff@saban.com	  	10100 Santa Monica Boulevard
Suite 2600
Los Angeles, California 90067
Facsimile No.: (310) 557-5103
Attention: Niveen Tadros, Esq.
Email: ntadros@saban.com	
			
THL Investor or to the THL Principal Investor Group	  	c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 227-3514
Attention: Scott Sperling
Email: ssperling@thl.com	  	Weil, Gotshal & Manges LLP
100 Federal Street, 34 th Floor
Boston, Massachusetts 02110
Facsimile No.: (617) 772-8333
Attention: David P. Kreisler, Esq.
Email: david.kreisler@weil.com	
			
TPG Investor or to the TPG Principal Investor Group	  	c/o Texas Pacific Group
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
Facsimile No.: (817) 871-4010
Attention: Clive Bode
Email: cbode@tpg.com	  	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Facsimile No.: (212) 225-3999
Attention: Glenn P. McGrory, Esq. and Paul Shim, Esq.
Email: gmcgrory@cgsh.com and pshim@csgh.com	

					
Stockholder	  	Address	  	With Copies to:	
Grupo Televisa, S.A.B.	  	Grupo Televisa, S.A.B
Building A, 4th Floor
No. 2000 Colonia Santa Fe
Mexico, DF / 01210 / Mexico
Facsimile: + 52 55 5261 2494
Attention: General Counsel
Email: jbalcarcel@televisa.com.mx	  	Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Facsimile No.: (212) 403-2000
Attention: Joshua R. Cammaker
Email: jrcammaker@wlrk.com	
			
BACI Investors Intermediate (Univision), L.P.	  	c/o Banc of America Capital Investors V, L.P.
Bank of America Corporate Center
100 North Tryon Street, 25th Floor
Charlotte, NC 28255
Attn: Robert Sheridan
Fax: (704) 386-6432
Phone: (704) 386-1324
Email: [    ]	  	Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
Facsimile No. (312) 862-2200
Attention: Margaret A. Gibson, P.C.
Email: [    ]	
			
SP Investors Intermediate (Univision-SP), L.P.	  	c/o Strategic Partners
345 Park Avenue
New York, NY 10154
Attn: Peter Song
Fax: (646) 455-4271
Phone: (646) 482-8936
Email: peter.song@stratpartners.com	  	c/o Strategic Partners
345 Park Avenue
New York, NY 10154
Attn: Michael Petryczenko
Fax: (646) 482-8944
Phone (646) 482-8927
Email: Michael.Petryczenko@Stratpartners.com	
			
WCP Investors Intermediate (Univision), L.P.	  	c/o Pamlico Capital II, L.P.
150 North College Street, 24th Floor
Charlotte, NC 28202
Attn: Walker Simmons
Fax: (704) 414-7160
Phone: (704) 414-7191
Email: [    ]	  	c/o Pamlico Capital II, L.P.
150 North College Street, 24th Floor
Charlotte, NC 28202
Attn: Michele Bailey
Fax: (704) 414-7160
Phone: (704) 414-7111
Email: [    ]	
			
BMPI Services, LLC	  	c/o Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: General Counsel
Email: jschwartz@univision.net	  	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com	

					
Stockholder	  	Address	  	With Copies to:	
	  		  	 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	
			
BMPI Services II, LLC	  	c/o Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: General Counsel
Email: jschwartz@univision.net	  	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	
			
BMPI Services III, LLC	  	c/o Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: General Counsel
Email: jschwartz@univision.net	  	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and	

					
Stockholder	  	Address	  	With Copies to:	
	  		  	Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	
			
BMPI Services IV, LLC	  	c/o Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: General Counsel
Email: jschwartz@univision.net	  	Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: Robert J. Raymond
Facsimile: (212) 225-3999
Email: rraymond@cgsh.com
 
and
 
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, Massachusetts 02110
Attention: David K. Duffell, Esq. and Shayla K. Harlev, Esq.
Facsimile: (617) 772-8333
Email: david.duffell@weil.com and shayla.harlev@weil.com	
			
Glade Brook Private Investors II L.P.	  	c/o Glade Brook Capital Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
Facsimile: (203) 861-3050
Attention Paul Barron
Email: [    ]	  	Bingham McCatchen LLP
One Federal Street
Boston, MA 02110
Facsimile: (617) 345-5079
Attention: Steven Tirrell
Email: [    ]	
			
Andrew H. Hobson	  	35 Close Road
Greenwich, Connecticut 06831
Facsimile: [    ]
Email: [    ]	  	Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Michael S. Sirkin
Facsímile: (212) 969-2900
Email: [    ]	

					
Stockholder	  	Address	  	With Copies to:	
Andrew W. Hobson GST Exempt 2012 Trust	  	35 Close Road
Greenwich, Connecticut 06831
Facsimile: [    ]
Email: [    ]	  	Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Michael S. Sirkin
Facsímile: (212) 969-2900
Email: [    ]	
			
Margaret Hobson GST Exempt 2012 Trust	  	35 Close Road
Greenwich, Connecticut 06831
Facsimile: [    ]
Email: [    ]	  	Proskauer Rose LLP
1585 Broadway
New York, NY 10036
Attention: Michael S. Sirkin
Facsímile: (212) 969-2900
Email: [    ]	
			
John Eck	  	[    ]	  	[    ]	
Keith Turner	  	[    ]	  	[    ]	
Peter Lori	  	[    ]	  	[    ]	
Randel A. Falco Grantor Retained Annuity Trust	  	[    ]	  	[    ]	
Roberto Llamas	  	[    ]	  	[    ]	
Steve Mandala	  	[    ]	  	[    ]	
Tonia O’Connor Mayes	  	[    ]	  	[    ]	

Exhibit B

Exhibit 10.16
EXECUTION VERSION
EMPLOYMENT AGREEMENT
This Employment and Non-Competition Agreement (this “ Agreement ”), dated January 14, 2011, by and between Univision Communications Inc., a Delaware corporation (the “ Company ”), a wholly owned subsidiary of Broadcasting Media Partners, Inc., a Delaware corporation (the “ Parent ”), and Randel A. Falco (the “ Executive ”).
WHEREAS, the Company desires that Executive become employed by, and Executive desires to be employed by, the Company effective as of January 17, 2011 (the “ Effective Date ”).
NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:
1. Employment . The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement. Executive’s employment with the Company shall commence on the Effective Date and shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until December 31, 2015 (the “ Initial Term ”). On December 31, 2015 and on each anniversary thereof until December 31, 2018 (the “ Expiration Date ”), the term of employment under the Agreement shall be automatically extended for an additional twelve-month period (the Initial Term, together with any extension, the “ Employment Period ”), provided , that the Employment Period shall not automatically extend beyond the Expiration Date and shall expire and terminate (unless earlier in accordance with the terms hereof) on the Expiration Date. Either the Company or Executive may elect to terminate the automatic extension of the Employment Period by giving written notice of such election to the other party not less than six (6) months prior to the end of the then current Employment Period. In the event Executive continues in employment after the expiration of the Employment Period, such employment shall be “at will” employment and may be terminated at any time by either party on written notice, but without Sections 5 and 6 hereof applying thereto, provided , that Sections 8 and 9 hereof shall continue to apply.
2. Duties . During the Employment Period, Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Executive’s position for the Company and any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “ Affiliate ”). Executive shall have the title of Executive Vice President Chief Operating Officer of the Company and shall serve in positions of similar seniority with the Company and its Affiliates as the Chief Executive Officer of the Company (the “ Chief Executive Officer ” or “ CEO ”) may determine. Executive will be elected as a corporate officer of the Company at the Company’s first quarter 2011 meeting of the Company’s board of directors (the “ Board ”), and, if the Parent becomes a public reporting company with regard to its common stock under Section 12 of the Securities Exchange Act of 1934, as amended, Executive shall be named a corporate officer of the Parent with the aforesaid title. In the position of Executive Vice President Chief Operating Officer,

Executive shall have the duties of overseeing and being accountable for Advertising Sales, Sales Planning and Pricing, Distribution Sales, Univision Local Media ( i.e. , local television and radio stations), Corporate Marketing and Research, Corporate Business Development and such other duties, authorities and responsibilities that are not inconsistent with Executive’s position as the Chief Executive Officer may designate from time to time. Executive will report directly to the Chief Executive Officer, provided , that, if the chief executive officer of the Parent materially directs the operations of the Parent, the Company and Affiliates on a day to day basis and the chief executive officer of the Parent and the chief executive officer of the Company are different persons, then Executive will report directly to the chief executive officer of the Parent rather than to the chief executive officer of the Company and references herein to the “Chief Executive Officer” and the “CEO” shall mean the chief executive officer of the Parent and not that of the Company. Executive shall devote Executive’s entire business time and attention and Executive’s good faith efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with the Company and its Affiliates; provided , however , that this Section 2 shall not be interpreted as prohibiting Executive from managing Executive’s personal investments (so long as such investment activities are of a passive nature) or engaging in charitable or civic activities, so long as such activities in the aggregate do not (i) materially interfere with the performance of Executive’s duties and responsibilities hereunder or (ii) create a fiduciary conflict.
3. Location Of Employment . Executive’s principal place of employment shall be in the New York, NY metropolitan area, subject to reasonable business travel consistent with Executive’s duties and responsibilities.
4. Compensation .
4.1 Base Salary .
(a) In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary (the “ Base Salary ”) at an annual rate of $975,000 during the Employment Period. Executive’s Base Salary will be reviewed annually (but will not decrease, except in the event of an across the board reduction applicable to substantially all senior executives of the Company, including the Chief Executive Officer and the Chief Financial Officer of the Company, in which case such Base Salary may be reduced by the same percentage as reduced that of the Chief Executive Officer’s base salary).
(b) The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried employees and shall be subject to all required withholding taxes, FICA and FUTA contributions and similar deductions.
4.2 Annual Bonus . Executive shall be eligible for an annual target bonus of 150% of Base Salary for each fiscal year during the Employment Period, subject to the satisfaction of performance and other criteria (including discretionary components in accordance with Company practices) established by the Chief Executive Officer in good faith and in consultation with the compensation committee of the Board or the compensation committee of the board of directors of the Parent (the “ Parent Board ”), as applicable (the compensation committee of the Board or the Parent Board, as applicable, referred herein, as the “ Compensation Committee ”), and
 
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approved by the Compensation Committee to the extent required by the Company’s or the Parent’s governance practices, that shall be evaluated by the Chief Executive Officer, and to the extent required by the Company’s or the Parent’s governance practices, the Compensation Committee, following the end of the applicable fiscal year. Annual bonuses, if any, shall be paid in the calendar year next following the year in which it is earned when bonuses are paid to other executives.
4.3 Equity Grants . Executive shall be eligible for consideration for equity grants, which grants shall be made in the sole discretion of the compensation committee of the Parent Board from time to time. Within thirty (30) days from Executive’s commencement of employment with the Company, Executive shall receive an initial grant of a nonqualified stock option in the form of stock option award agreement attached hereto as Exhibit B .
4.4 Vacation . Executive shall be entitled to twenty (20) annual paid vacation days, which shall accrue and be useable by Executive in accordance with Company policy, as may be in effect from time to time.
4.5 Benefits . During the term of Executive’s employment under this Agreement, Executive shall be entitled to participate in any benefit plans, including medical, disability and life insurance (but excluding any severance or bonus plans unless specifically referenced in this Agreement) offered by the Company as in effect from time to time (collectively, “ Benefit Plans ”), on the same basis as those generally made available to other senior employees of the Company, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion.
5. Termination . Executive’s employment hereunder may be terminated as follows:
5.1 Automatically in the event of the death of Executive;
5.2 At the option of the Company, by written notice to Executive or Executive’s personal representative in the event of the Disability of Executive. As used herein, the term Disability shall mean a physical or mental incapacity or disability which has rendered, or is likely to render, Executive unable to perform Executive’s material duties for a period of 180 days in any twelve-month period as determined by a medical physician selected by the Company and that is reasonably acceptable to Executive (and such acceptance shall not be unreasonably withheld). Notwithstanding the foregoing, the Company assigning Executive’s duties to another Company employee during any such period of absence shall not constitute a material breach of this Agreement or an event for Good Reason (as defined below).
5.3 At the option of the Company for Cause (as defined in Section 6.4 ), on prior written notice to Executive;
5.4 At the option of the Company at any time without Cause (provided that the assignment of this Agreement to and assumption of this Agreement by the purchaser of all or substantially all of the assets of the Company shall not be treated as a termination without Cause under this Section 5.4 );
 
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5.5 At the option of Executive for Good Reason (as defined in Section 6.5 ), on prior written notice to the Company in accordance with Section 6.5 ; or
5.6 At the option of Executive without Good Reason, on ninety (90) days prior written notice to the Company (which the Company may, in its sole discretion, make effective as a termination without Good Reason earlier than the termination date provided in such notice).
6. Severance Payments .
6.1 Termination Without Cause, Termination by Executive for Good Reason or Non-Renewal by the Company . If Executive’s employment is terminated at any time during the Employment Period by the Company without Cause (and not for death or Disability), by Executive for Good Reason, or by the Company electing to not renew the then current Employment Period in accordance with Section 1 above (for the avoidance of doubt, the Employment Period terminating and expiring on the Expiration Date in accordance with Section 1 above shall not be deemed a non-renewal by the Company), subject to Section 6.6 hereof, Executive shall be entitled to:
(a) within thirty (30) days following such termination, payment of Executive’s accrued and unpaid Base Salary through the date of termination, Executive’s accrued and unused vacation days as of the date of termination and reimbursement of expenses under Section 7 hereof,
(b) subject to Section 12.7(b) hereof, (i) if such termination occurs within two years following the Effective Date, an amount equal to twelve (12) months of Executive’s monthly Base Salary, payable at the same time Base Salary would be paid over the twelve (12) month period following termination if Executive had remained employed with the Company or (ii) if such termination occurs anytime following the second anniversary of the Effective Date, an amount equal to twenty-four (24) months of Executive’s monthly Base Salary payable, at the same time Base Salary would be paid over the twenty-four (24) month period following termination if Executive had remained employed with the Company; provided that the first payment shall be made on the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto;
(c) any annual bonus earned with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Executive continued to be employed by the Company;
(d) a pro-rata portion of Executive’s annual bonus for the fiscal year in which Executive’s termination occurs based on actual results for such year as if Executive had been continually employed throughout the entire fiscal year (determined by multiplying the amount of such annual bonus, if any, which would be due for the full fiscal year by a fraction, the number of which is the number of days during the fiscal year of termination that Executive is employed with the Company and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Executive continued to be employed with the Company;
 
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(e) subject to Section 12.7(b) hereof and Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company shall pay to Executive each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company’s group medical plans as in effect from time to time less the amount of Executive’s portion of the premium as if Executive was an active employee until the earliest of: (i) twenty-four (24) months (or twelve (12) months if Executive’s termination occurs within two years following the Effective Date) after the date of Executive’s termination of employment; (ii) the date Executive is no longer eligible for benefits under COBRA; or (iii) the date Executive obtains other employment that offers medical benefits, provided , that the first payment of any amount described in this Section 6.1(e) shall be paid on the sixtieth (60th) day following Executive’s termination of employment and shall include any amounts due prior thereto; and
(f) any other amounts or benefits due Executive in accordance with the Company’s benefit plans, programs or policies (other than severance) and Executive shall also be entitled to treatment of Executive’s equity awards as provided in the applicable equity plan or award agreement.
6.2 Death or Disability . Upon the termination of Executive’s employment due to death or Disability, Executive or Executive’s legal representatives shall be entitled to receive payments and benefits described under Sections 6.1(a), (c), (d) and (f)  hereof.
6.3 Termination for Cause, Termination by Executive without Good Reason or Non-Renewal by Executive . Except for the payments and benefits described in Sections 6.1(a) and (f) , Executive shall not be entitled to receive severance benefits after the last date of employment with the Company upon the termination of Executive’s employment hereunder by the Company for Cause pursuant to Section 5.3 , by Executive without Good Reason pursuant to Section 5.6 or by Executive’s non-renewal of the then current Employment Period in accordance with Section 1 above.
6.4 Cause Defined . For purposes of this Agreement, the term “ Cause ” shall mean:
(a) Executive’s willful failure to perform the services hereunder or to follow the lawful direction of the CEO after written notice and an opportunity to cure;
(b) theft, fraud, dishonesty or material breach of fiduciary duty with regard to the Company or its Affiliates or in connection with Executive’s duties;
(c) Executive’s indictment for, conviction of (or pleading guilty or nolo contendere in respect of a felony or any lesser offense involving fraud, moral turpitude or material dishonesty);
(d) willful misconduct or material breach of the Company’s Code of Conduct or similar written policies, with regard to the Company, any of its Affiliates, or any employees, officers or directors thereof or in connection with performance of Executive’s duties;
 
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(e) willful misconduct unrelated to the Company or its Affiliates having, or likely to have, a material negative impact on the Company (economically or reputation wise);
(f) material breach by Executive of any of the provisions of this Agreement which (if curable) is not cured within fifteen (15) days of written notice; or
(g) as provided in Section 12.1 hereof.
6.5 Good Reason Defined . For purposes of this Agreement, the term “ Good Reason ” shall mean, without Executive’s prior written consent:
(a) any material diminution in Executive’s responsibilities, authorities or duties;
(b) any material reduction in Executive’s Base Salary or target bonus opportunity (except in the event of an across the board reduction pursuant to Section 4.1(a) above);
(c) any requirement that Executive relocate his principal place of employment from the New York, NY metropolitan area; or
(d) any material breach by the Company of its obligations to Executive under this Agreement, including, but not limited, to a material and adverse change in Executive’s title;
provided , that , in each case, any resignation for Good Reason requires notice by Executive to the Company within sixty (60) days of the first occurrence of such Good Reason event stating such specific facts and circumstances and the Company shall have an opportunity to cure such circumstances within thirty (30) days of receipt of such notice. For the avoidance of doubt, Good Reason shall not exist hereunder unless and until the thirty-day cure period following receipt by the Company of Executive’s written notice expires and the Company shall not have cured such circumstances, and in such case Executive’s employment shall terminate for Good Reason on the day following expiration of such thirty-day cure period.
6.6 Conditions to Payment . All payments and benefits due to Executive under this Section 6 which are not otherwise required by law shall only be payable if Executive (or Executive’s beneficiary or estate) delivers to the Company and does not revoke (under the terms of applicable law) a general release of all claims in the form attached hereto as Exhibit A , provided , if necessary, such general release may be updated and revised to comply with applicable law to achieve its intent. Such general release shall be executed and delivered (and no longer subject to revocation) within sixty (60) days following termination. Failure to timely execute and return such release or revocation thereof shall be a waiver by Executive of Executive’s right to severance. In addition, severance shall be conditioned on Executive’s compliance with Section 8 hereof as provided in Section 9 below.
6.7 No Other Severance . Executive hereby acknowledges and agrees that, other than the severance payments described in this Section 6 , upon termination of employment Executive shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise.
 
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7. Reimbursement of Expenses . The Company shall reimburse Executive for reasonable and necessary expenses actually incurred by Executive directly in connection with the business and affairs of the Company and the performance of Executive’s duties hereunder, upon presentation of proper receipts or other proof of expenditure and in accordance with the guidelines and limitations established by the Company from time to time. Such reimbursement shall be made promptly upon presentation of reports and proper documentation but in any event prior to the end of the calendar year following the calendar year in which incurred. When traveling for Company business, Executive shall be entitled to first-class airfare, subject to Company travel policies on limited distance air travel.
8. Restrictions on Activities of Executive .
8.1 Non-Competition . During employment and for the two (2) year period commencing on the date Executive’s employment with the Company ends, Executive agrees that Executive shall not be directly or indirectly employed by, engaged by or provide services to or own or have a right to acquire the equity of any of the following companies or business units: Telemundo, TV Azteca, Televisa, Spanish Broadcasting System, Entravision Communications, Liberman Broadcasting, Yahoo! En Español, Terra, AOL Latino, Equity Broadcasting, Fisher Broadcasting, or Venevision, as well as to any successors thereto and spinoffs therefrom, or any Qualified Hispanic Media Company (as hereinafter defined) (collectively “ Competitors ”). For purposes hereof, a “ Qualified Hispanic Media Company ” shall mean a media company, or a particular media company business unit, that is primarily focused and targeted to the Hispanic market or that derives more than 50% of its media sales revenues from media sales for media that is targeted to the Hispanic market. To be clear, if a business unit of a larger company falls within the definition of a Qualified Hispanic Media Company, then, except as provided in the next sentence, Executive would be restricted from being employed by, being engaged by or providing services (other than incidentally) to that particular business unit, but Executive may still be employed by, be engaged by or provide services directly to the larger company so long as Executive’s duties do not involve (other than incidentally) the business unit that is a Qualified Hispanic Media Company. Notwithstanding the foregoing, Executive may be the chief executive officer or chief operating officer (provided that all operating units, directly or indirectly, report to such position) of the most senior parent company or holding company of a group of affiliated entities (the “ Affiliated Group ”) that may have Competitors in such Affiliated Group, provided , that (i) such Competitors constitute less than twenty percent (20%) of the revenues of the Affiliated Group in the aggregate for the fiscal year immediately prior to the year in which Executive provides services to the Affiliate Group (as adjusted if Executive provides services in connection with a planned acquisition of a Competitor) and (ii) (A) such Competitors do not report directly to Executive and (B) Executive does not manage such Competitors other than in the normal course in the same manner as Executive manages other entities that are not Competitors in the Affiliated Group. Executive may hold passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than one percent (1%) of the equity of such enterprise. The foregoing shall not create any exception to the requirement to devote Executive’s entire business time to the performance of Executive’s duties while employed hereunder.
 
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8.2 Non-Solicitation . Executive covenants and agrees that during employment and for a period of one (1) year after the termination of Executive’s employment under this Agreement, Executive shall not directly or indirectly influence or attempt to influence or solicit present or future employees, performers or independent contractors of the Company or any of its Affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company or such Affiliates or assist any other person to do so. Executive covenants and agrees that during employment and for a period of one (1) year following the date of termination of Executive’s employment, Executive shall not directly or indirectly hire any employees of the Company or any of its Affiliates or assist any other person in doing so. The restrictions in this Section 8.2 shall not apply with regard to (i) general solicitations that are not specifically directed to employees of the Company or any Affiliate (but the restrictions shall still apply to the hiring of any person who responds to such general solicitation), (ii) serving as a reference at the request of an employee or (iii) actions taken in the good faith performance of Executive’s duties for the Company.
8.3 Confidentiality . Executive shall not, during the Employment Period or at any time thereafter directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company or use or otherwise exploit for Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information (as defined below). Executive shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law; provided , however , that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice, to the extent reasonably possible, of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order.
“ Confidential Information ” means any information with respect to the Company or any of its Affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters; provided , that , there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, or (iii) is required to be disclosed by law, court order or other legal process and Executive gives the Company prompt written notice of the receipt thereof and the opportunity to seek a protective order.
8.4 Assignment of Inventions . Executive agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the
 
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Business (collectively, “ Inventions ”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company.
Whether during or after the Employment Period, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Executive’s physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.
8.5 Return of Company Property . Within ten (10) days following the date of any termination of Executive’s employment, Executive or Executive’s personal representative shall return all property of the Company and its Affiliates in Executive’s possession, including but not limited to all Company-owned computer equipment (hardware and software), telephones, facsimile machines, palm pilots and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its Affiliates, its customers and clients or its prospective customers and clients, provided , that, if Executive has not returned all property of the Company and its Affiliates within such ten (10) day period because Executive, in good faith, was not aware of Executive’s possession thereof, then Executive shall return such property to the Company promptly upon discovery that Executive has such property, and such failure to return such property within such ten (10) day period shall not be a violation of the obligation to do so. Anything to the contrary notwithstanding, Executive shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or materials do not include confidential information (other than contact information), including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, provided that only copies may be taken and the originals shall be left with the Company, (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company which he received in Executive’s capacity as a participant.
 
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8.6 Resignation as an Officer and Director . Upon any termination of Executive’s employment, Executive shall be deemed to have resigned, to the extent applicable, if any, as an officer of the Company and any of its Affiliates, a member of the Board and of the board of directors of any of the Company’s Affiliates and as a fiduciary of any Company or Affiliate benefit plan. On or immediately following the date of any termination of Executive’s employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s).
8.7 Cooperation . During and following the Employment Period, Executive shall give Executive’s assistance and cooperation willingly, upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for Executive’s prior commitments), in any matter relating to Executive’s position with the Company and its Affiliates, or Executive’s knowledge as a result thereof as the Company may reasonably request, including Executive’s attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s (or an Affiliate’s) defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which he was involved or had knowledge by virtue of Executive’s employment with the Company. In any event, any request of such cooperation following the termination of employment shall take into account Executive’s other personal and business commitments to the extent reasonably feasible. The Company will reimburse Executive for reasonable travel costs and expenses incurred by him (in accordance with Company policy) as a result of providing such assistance, upon the submission of the appropriate documentation to the Company.
8.8 Non-Disparagement .
(a) During his employment with the Company and its Affiliates and for three (3) years thereafter, Executive agrees not to disparage or encourage or induce others to disparage the Company, any Affiliate, any of their respective employees that were employed during Executive’s employment with the Company or its affiliates (except in the good faith performance of Executive’s duties to the Company) or any of their respective past and present, officers, directors, products or services (the “ Company Parties ”). For purposes of this Section 8.8(a) , the term “disparage” includes, without limitation, comments or statements to the press, to the Company’s or any Affiliate’s employees or to any individual or entity with whom the Company or any Affiliate has a business relationship (including, without limitation, any vendor, supplier, customer or distributor), or any public statement, that in each case is intended to, or can be reasonably expected to, damage any of the Company Parties in more than a de minimis manner. Notwithstanding the foregoing, nothing in this Section 8.8(a) shall prevent Executive from (i) making any truthful statement to the extent, but only to the extent (A) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (B) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over Executive, (ii) making normal competitive statements during any period after the termination of Executive’s employment, (iii) making any statements in the good faith performance of Executive’s duties to Company, and (iv) rebutting any statements made by the Company or its Affiliates or their respective officers, directors or employees.
 
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(b) The Company agrees that it shall direct the Chief Executive Officer, the Chief Financial Officer of the Company, its senior human resources officer and it senior public relations officer (while they serve in such capacities) upon Executive’s termination of employment, for three (3) years thereafter, other than in the good faith performance of their duties or as legally or fiduciarilly required in their good faith judgment, not to disparage or encourage or induce others to disparage Executive, provided that such direction shall except any: (i) truthful statements to the extent, but only to the extent (A) necessary with respect to any litigation, arbitration or mediation involving this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (B) required by law, legal process or by any court, arbitrator or mediator or legislative body (including the committee thereof) with apparent jurisdiction over the Company or its Affiliates or the applicable officer; (ii) normal competitive statements during any period after the termination of Executive’s employment, or (iii) rebuttals of any statements made by Executive. For purposes of this Section 8.8(b) , the term “disparage” includes, without limitation, comments or statements to the press or to any individual or entity with whom Executive has a business relationship, or any public statement, that in each case is intended to, or can be reasonably expected to, damage Executive in connection with his then current or future employment or business relationships. For clarity, terminating Executive, informing persons that Executive is no longer with the Company or its Affiliates or only confirming on reference requests Executive’s dates of employment, position and Base Salary shall not be deemed disparaging of Executive.
8.9 Tolling . In the event of any violation of the provisions of this Section 8 , Executive acknowledges and agrees that the post-termination restrictions contained in this Section 8 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.
8.10 Survival . This Section 8 shall survive any termination or expiration of this Agreement or employment of Executive.
9. Remedies . It is specifically understood and agreed that any breach of the provisions of Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have in the event of a breach or threatened breach of Section 8 above, the Company shall be entitled to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without bond and without liability should such relief be denied, modified or violated. Furthermore, in the event of any breach of the provisions of Section 8.1 or 8.2 above or a material and willful breach of any other provision in Section 8 above (the “ Forfeiture Criteria ”), the Company shall be entitled to cease making any severance payments being made hereunder, and in the event of a breach of any provision of Section 8 above that satisfies the Forfeiture Criteria and that occurs while Executive is receiving severance payments in accordance with Section 6 above (regardless whether the Company discovers such breach during such period of severance payment or anytime thereafter), the Company shall be entitled to recover any severance payments, beyond one month’s Base Salary, made to Executive.
 
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10. Severable Provisions . The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.
11. Notices . All notices hereunder, to be effective, shall be in writing and shall be deemed effective when delivered by hand or mailed by (a) certified mail, postage and fees prepaid, or (b) nationally recognized overnight express mail service, as follows:
If to the Company:
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Chief Executive Officer
With copies to (which shall not constitute notice):
Univision Communications Inc.
5999 Center Drive
Los Angeles, CA 90045
Attn: General Counsel
If to Executive:
The last address shown on records of the Company
or to such other address as a party may notify the other pursuant to a notice given in accordance with this Section 11 .
12. Miscellaneous .
12.1 Executive Representation . Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound, and further that Executive is not subject to any limitation on his activities on behalf of the Company as a result of agreements into which Executive has entered except for obligations of confidentiality with former employers. To the extent this representation and warranty is not true and accurate, it shall be treated as a Cause event and the Company may terminate Executive for Cause or not permit Executive to commence employment.
 
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12.2 No Mitigation or Offset . In the event of any termination of Executive’s employment hereunder, Executive shall be under no obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts due Executive under this Agreement on account of future earnings by Executive, except as provided in Section 6.1(d) hereof.
12.3 Entire Agreement; Amendment . Except as otherwise expressly provided herein and as further set forth in the grant agreement of any equity awards, this Agreement constitutes the entire Agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.
12.4 Assignment and Transfer . The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and any successor in interest to the Company who acquires all or substantially all of the Company’s assets. Neither this Agreement nor any of the rights, duties or obligations of Executive shall be assignable by Executive, nor shall any of the payments required or permitted to be made to Executive by this Agreement be encumbered, transferred or in any way anticipated, except as required by applicable laws. All rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, estates, executors, administrators, heirs and beneficiaries.
12.5 Waiver of Breach . A waiver by either party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party.
12.6 Withholding . The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.
12.7 Code Section 409A .
(a) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “ Code Section 409A ”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.
(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of
 
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this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.7(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided , that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.
(d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
12.8 Arbitration . If any contest or dispute arises between the parties with respect to this Agreement or Executive’s employment or termination thereof, other than injunctive and equitable relief with regard to Section 9 hereof, such contest or dispute shall be submitted to binding arbitration for resolution in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association (“ AAA ”) then in effect. The decision of the arbitrator shall be final and binding on the parties and may be entered in any court of applicable jurisdiction. The parties shall bear their own legal fees in any arbitration and shall split the fees of the AAA and the arbitrator, provided, that, if the arbitrator determines that Executive is the prevailing party in the dispute, then the Company shall reimburse Executive for his reasonable legal or other fees and expenses incurred in such arbitration in such amount as determined and awarded by the arbitrator within sixty (60) days following the date such determination is no longer subject to appeal.
 
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12.9 Indemnification; Liability Insurance . Executive shall be indemnified and covered under a directors and officers liability insurance policy to the extent provided in the Company’s bylaws and/or the Indemnification Agreement with the Company and certain other Affiliates of even date herewith.
12.10 Attorney Fees . The Company shall promptly pay or reimburse Executive for reasonable legal fees incurred up to $30,000 in connection with the negotiation and drafting of this Agreement and the equity grants referred in Section 4.3 above, subject to Section 12.7(c) hereof and Executive’s request for reimbursement that is accompanied by evidence that the fees and expenses were incurred.
12.11 Code Section 280G . In the event that the stock of the Company is not publicly traded and the exemption described in Code Section 280G(b)(5) would apply to payments by the Company to Executive in connection with a change in control (as defined in Section 280G of the Code) if the requisite shareholder approval is obtained, then, if Executive waives his rights to receive excess parachute payments in connection with the transaction which could cause excise taxes under Code Section 4999 to apply, the Company shall use reasonable best efforts to, following such waiver, obtain the requisite shareholder approval of any such excess parachute payments. In the event such shareholder approval is obtained, Executive acknowledges and agrees that Executive is not entitled to share in any tax savings resulting from the Company’s deduction of the excess parachute payments.
12.12 Governing Law . This Agreement shall be construed under and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof.
12.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.
 
15

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Joseph Uva	
Name:	 	Joseph Uva	
Title:	 	President and Chief Executive Officer	
	
EXECUTIVE	
	
/s/ Randel A. Falco	
Randel A. Falco	
[SIGNATURE PAGE TO RANDEL FALCO EMPLOYMENT AGREEMENT]

EXHIBIT A
GENERAL RELEASE OF CLAIMS
A general release is required as a condition for receiving the severance payments and benefits described in Section 6 of the Employment Agreement, by and between Univision Communications Inc., a Delaware corporation (“ Company ”) and Randel A. Falco, effective as of January 17, 2011 (the “ Employment Agreement ”).
 
(1)	General . By executing this General Release (“ General Release ”), you have advised us that you waive any and all claims against the Company, and its subsidiaries and affiliated or related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, and in such capacities their respective past, present or future officers, directors, shareholders, employees, trustees, fiduciaries, administrators, agents or representatives (collectively, the “ Releasees ”) and by execution of this General Release you irrevocably and unconditionally release and forever discharge any such claims except as provided in Paragraph 3(d) below.	
 
(2)	Acknowledgment . You hereby agree and acknowledge that the severance pay and benefits under Section 6 of the Employment Agreement exceed any payment, benefit or other thing of value to which you might otherwise be entitled under any policy, plan or procedure of the Company or its Affiliates (as defined in the Employment Agreement) or pursuant to any prior agreement or contract with the Company or its Affiliates.	
 
(3)	Release .	
 
 	(a)	You understand and agree that this General Release will extend to all claims, demands, liabilities and causes of action of every kind, nature and description whatsoever, whether known, unknown or suspected to exist, which you ever had or may now have against the Releasees, including, without limitation, any claims, demands, liabilities and causes of action arising from your employment with the Releasees and the termination of that employment, including any claims for severance or vacation pay, business expenses, and/or pursuant to any federal, state, county, or local employment laws, regulations, executive orders, or other requirements, including, but not limited to, Title VII of the 1964 Civil Rights Act, the 1866 Civil Rights Act, the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Workers Adjustment and Retraining Notification Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley Act of 2002, the New York State Human Rights Law, the New York Executive Law, the New York Labor Law, the New York City Administrative Code and any other local, state or federal fair employment laws, and any contract or tort claims.	
 
 	(b)	It is further understood and agreed that you are waiving any right to initiate an action in state or federal court by you or on your behalf alleging discrimination on the basis of race, sex, religion, national origin, age, disability, marital status, or any other protected status or involving any contract or tort claims based on your termination of employment from the Company that are released hereby. It is also acknowledged that your termination is not in any way related to any work related injury.	

 	(c)	This General Release will not prevent you from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by you for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) shall be barred.	
 
 	(d)	The sole exceptions to this General Release are: (i) retirement benefits accrued and vested prior to the effective date of your employment termination, (ii) documented, accrued and unpaid wages, benefits and expense reimbursement owing for the period through the effective date of your employment termination, (iii) the accrued and unpaid welfare benefit claims incurred prior to your employment termination, (iv) the benefits specifically provided in Section 6 of the Employment Agreement, (v) treatment of your equity awards as provided in the applicable equity plan or award agreement, (vi) any right to indemnification under applicable corporate law, the Employment Agreement, the by-laws or certificate of incorporation of the Company or any Affiliate, or any agreement between you and the Company or any Affiliate and (vii) any rights as an insured under any director’s and officer’s liability insurance policy.	
 
(4)	Releasors . This General Release is being made by you for yourself and on behalf of your heirs, executors, administrators, dependents, trustees, legal representatives and assigns.	
 
(5)	Restrictive Covenants . You hereby agree that you are still subject to the obligations under Section 8 of the Employment Agreement and such Section 8 and Section 9 of the Employment Agreement shall survive your termination of employment with the Company.	
 
(6)	Enforceability . Based on executing this General Release, it is further understood and agreed that you covenant not to sue to challenge the enforceability of this General Release.	
 
(7)	Consideration Period . The ability to receive compensation and benefits under the terms of the Employment Agreement, as applicable, will remain open for a forty-five (45)  (45 days if part of a layoff of two or more individuals) or twenty-one (21)  (21 days if a single termination) day period after the later of your termination of employment with the Company and the delivery of this General Release to give you an opportunity to consider the effect of this General Release. At your option, you may elect to execute this General Release on an earlier date. Additionally, you have seven (7) days after the date you execute this General Release to revoke it. As a result, this General Release will not be effective until eight (8) days after you execute it. We also want to advise you of your right to consult with legal counsel prior to executing a copy of this General Release.	

You understand that your notice rescinding this General Release must be in writing and hand-delivered or mailed to the Company. If mailed, your notice rescinding this General Release must be:
A. Postmarked within seven (7) days after you sign and deliver this General Release to the Company;
B. Properly addressed to:
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Chief Executive Officer
And
C. Sent by certified mail, return receipt requested, postage pre-paid.
 
(8)	Severability . If any provision of this General Release is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions. On the contrary, such remaining provisions shall be fully severable, and this General Release shall be construed and enforced as if such invalid provisions never had been inserted in the General Release.	
 
(9)	Entire Agreement . This General Release sets forth the entire understanding of the parties and supersedes any and all prior agreements, oral or written, relating to the subject matters contained herein and is legally binding and enforceable. This General Release may not be modified except by a written document, signed by you and by a duly authorized corporate officer of the Company.	
 
(10)	Governing Law . This General Release shall be governed and interpreted under federal law and the laws of the State of New York without regard to principles of conflict of laws.	

FINALLY, THIS IS TO EXPRESSLY ACKNOWLEDGE:
 
 	•	 	You have received a list of the ages and job descriptions of the individuals who are eligible to receive severance payments conditioned upon the signing of a similar General Release. (This bullet point only applies if the termination is part of a termination of layoff of a group. Otherwise the Company is not required to give a list of such ages and job descriptions.)	
 
 	•	 	You have been provided a period of at least [twenty-one (21) days/forty-five (45) days] within which to consider the terms of this General Release;	
 
 	•	 	You have been advised by the Company to consult with an attorney of your choosing in connection with this General Release;	
 
 	•	 	You fully understand the significance of all of the terms and conditions of this General Release, and are signing this General Release voluntarily and of your own free will and without reservation or duress and assent to all the terms and conditions contained herein;	
 
 	•	 	No promises or representations, written or oral, have been made to you by any person to induce you to sign this General Release other than the promise of payment set forth in Section 6 of the Employment Agreement.	
I HEREBY STATE THAT I HAVE CAREFULLY READ THIS GENERAL RELEASE AND THAT I AM SIGNING THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE RELEASEES FROM ANY AND ALL CLAIMS, EXCEPT AS SET FORTH HEREIN. FURTHER, IF SIGNED PRIOR TO THE COMPLETION OF THE FORTY-FIVE (45) OR TWENTY-ONE (21) DAY REVIEW PERIOD, THIS IS TO ACKNOWLEDGE THAT I KNOWINGLY AND VOLUNTARILY SIGNED THIS GENERAL RELEASE ON AN EARLIER DATE .

 
Date	 		  	 
Randel A. Falco	
Please return this fully executed General Release to the address set forth below:
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Chief Executive Officer

EXHIBIT B
FORM OF STOCK OPTION AWARD AGREEMENT
[See Attached]

BROADCASTING MEDIA PARTNERS, INC.
2010 E QUITY I NCENTIVE P LAN
N OTICE OF S TOCK O PTION G RANT

Participant :	  	Randel A. Falco	
		
Number of Shares
Subject to Option :	  	 
42,384 shares of Common Stock, par value $0.001 per share ( “Shares” ) of Broadcasting Media Partners, Inc. (the “Company” ), which shall be allocated into two tranches: 26,613 Tranche 1 Shares (“ Tranche 1 ”) and 15,771 Tranche 2 Shares (“ Tranche 2 ”).	
		
Type of Option :	  	Nonqualified Stock Option	
		
Exercise Price Per Share :	  	Tranche 1: $197.95	
		
	  	Tranche 2: $395.90	
		
Grant Date :	  	                                                     	
		
Vesting Commencement Date :	  	 
January 17, 2011	
		
Date Exercisable :	  	This Option shall become exercisable for Shares or Restricted Stock as provided in Section 2(a) or Section 2(e) of this Option Award Agreement.	
		
Vesting Schedule :	  	The Tranche 1 and Tranche 2 Shares subject to this Option shall vest as follows:	
		
	  	One-fifth (20%) of each of the Tranche 1 Shares and Tranche 2 Shares shall vest on each of the first five anniversaries of the Vesting Commencement Date noted above (each such date a “Vesting Date” ); provided Participant’s Service has not terminated prior to the applicable Vesting Date and the vesting of any Shares has not been accelerated as provided below. If a fraction of a Share is scheduled to vest on a Vesting Date, then a whole Share shall vest in lieu thereof, and a corresponding adjustment shall be made to the remainder of the Shares scheduled to vest such that no fractional Shares are subject to vesting.	
		
Additional Vesting Terms :	  	The vesting requirement with respect to the Shares shall be deemed to be satisfied upon the Participant’s termination of Service with Univision Communications Inc. and its subsidiaries and affiliates (“ Univision ”) without Cause (other than by reason of the Participant’s death or Permanent Disability) or resignation for Good Reason, in each case (i) within the 180 day period immediately preceding a Change of Control and the Participant reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change of Control that actually occurs during such 180 day period, or (ii) on or within two (2) years after a Change of Control.
 
Upon the Participant’s termination of Service with Univision by reason of his death or Permanent Disability, the Participant shall be deemed to have satisfied the vesting requirement as to a pro rata portion (based on the number of calendar days during the year through such date of termination divided by 365) of the Tranche 1 Shares and Tranche 2 Shares subject to this Option that are next eligible to satisfy such vesting requirement.	

			
	  	If the Participant’s employment with Univision is terminated for Cause, the Company shall have the right to purchase any Shares acquired pursuant to the exercise of this Option at the lesser of the Participant’s cost or the Fair Market Value of such Shares; provided , however , that if this Option would be subject to California law (as provided in Section 2(d) of the Agreement), such Company purchase right shall be subject to the additional requirements with respect to Options subject to California law set forth in Section 9(c) of the Agreement; provided , further , that such Company purchase right shall lapse as provided in Section 9(e) of the Agreement. If the Participant resigns after an inquiry by the Company as to the existence of Cause has been initiated and Cause existed as of the date of such resignation, this Option shall not be exercisable and the Company shall have the same right to purchase any Shares acquired pursuant to the exercise of this Option as if the Participant’s employment had been terminated for Cause.	
		
Definitions :	  	Capitalized terms are defined in the Agreement and in the Plan to the extent not defined in this Notice.	
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Option is granted under and governed by the terms and conditions of Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “ Plan ”) and the Stock Option Agreement attached hereto as Exhibit A (the “ Agreement ”), both of which are hereby made a part of this document (the “ Notice ”).

BROADCASTING MEDIA PARTNERS, INC.	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
OPTION GRANT

EXHIBIT A
Broadcasting Media Partners, Inc.
2010 Equity Incentive Plan
Option Award Agreement
SECTION 1. GRANT OF OPTION
 
 	(a)	Option . On the terms and conditions set forth in this Agreement and the Notice of Stock Option Grant referencing this Agreement (the “ Notice ”), Broadcasting Media Partners, Inc. (the “ Company ”) hereby grants to the Participant an option under the terms set forth in the Notice (the “ Option ”) pursuant to and in accordance with the terms of the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “ Plan ”). Each Notice, together with this referenced Agreement, shall be a separate award governed by the terms of this Agreement and the Plan. This Agreement shall apply both to this Option and to the Shares acquired upon the exercise of this Option.	
 
 	(b)	Adjustment of Award . The number of Shares subject to this Option is subject to adjustment following the occurrence of certain events affecting the Company, as provided in Section 10 of the Plan.	
 
 	(c)	Equity Incentive Plan and Defined Terms . This Option is granted under and subject to the terms of the Plan. Capitalized terms are defined in the Notice and in the Plan to the extent not defined in this Agreement.	
SECTION 2. RIGHT TO EXERCISE
 
 	(a)	General . Subject to the conditions set forth in this Agreement, all or part of this Option may be exercised by the Participant (or in the case of the Participant’s death or Permanent Disability, the Participant’s representative) beginning at the earliest of: (i) an Initial Public Offering, (ii) immediately prior to a sale of the underlying Shares in connection with a Change of Control or other Liquidity Event, (iii) the termination of the Participant’s Service, or (iv) ninety (90) days prior to the tenth (10th) anniversary of the date of grant; provided , however , that in each case, this Option may be exercised only to the extent it has vested. The Company shall also have the right not to deliver Shares upon the exercise of this Option if, after the exercise of this Option, the Participant’s Service is terminated for Cause or the Participant resigns after an inquiry as to whether Cause exists has been initiated and Cause existed as of the date of such resignation.	
 
 	(b)	Vesting . Subject to the conditions set forth in this Agreement, this Option shall vest at the time or times set forth in the Notice.	
 
 	(c)	Expiration . This Option shall expire on the earliest to occur of the following: (i) the tenth (10th) anniversary of the date of grant; (ii) ninety (90) days following termination of Participant’s Service for any reason other than death, Permanent Disability, Cause, termination without Cause, voluntary resignation with Good Reason, or voluntary resignation without Good Reason prior to the third (3rd) anniversary of the Vesting Commencement Date (as defined in the Notice); (iii) one-hundred eighty one (181) days following termination of Participant’s Service without Cause (other than due to death or Permanent Disability) or by voluntary resignation with Good Reason; (iv) one (1) year following termination of	

 	Participant’s Service due to death or Permanent Disability; and (v) immediately on the date Participant’s Service terminates for Cause or as a result of voluntary resignation without Good Reason prior to the third (3rd) anniversary of the Vesting Commencement Date. Subject to Section 2(e), the Participant (or in the case of the Participant’s death or Permanent Disability, the Participant’s representative) may exercise all or part of this Option at any time before its expiration under the preceding sentence, but only to the extent that this Option has vested on or before the date the Participant’s Service terminates (except as otherwise provided in the Notice) and provided the condition to exercise described in Section 2(a) is satisfied. Except as otherwise set forth in the Notice, when the Participant’s Service terminates, this Option shall expire immediately with respect to the number of Shares for which this Option is not yet vested.	
 
 	(d)	Expiration if Option is Subject to California Law . Notwithstanding anything to the contrary, if this Option would be subject to Section 25110 of the California Corporations Code or any successor law but for the exemption contained in Section 25102(o) of the California Corporations Code (or any successor law), as provided under Appendix I of the Plan, this Option shall expire on the earliest to occur of the following: (i) the tenth (10th) anniversary of the date of grant; (ii) ninety (90) days following termination of Participant’s Service for any reason other than death, Permanent Disability, Cause, termination without Cause, or voluntary resignation with Good Reason; (iii) one-hundred eighty one (181) days following termination of Participant’s Service without Cause (other than due to death or Permanent Disability) or by voluntary resignation with Good Reason; (iv) one (1) year following termination of Participant’s Service due to death or Permanent Disability; and (v) immediately on the date Participant’s Service terminates for Cause. Subject to Section 2(e), the Participant (or in the case of the Participant’s death or Permanent Disability, the Participant’s representative) may exercise all or part of this Option at any time before its expiration under the preceding sentence, but only to the extent that this Option has vested on or before the date the Participant’s Service terminates (except as otherwise provided in the Notice) and provided the condition to exercise described in Section 2(a) is satisfied. Except as otherwise set forth in the Notice, when the Participant’s Service terminates, this Option shall expire immediately with respect to the number of Shares for which this Option is not yet vested.	
 
 	(e)	Exercisable for Restricted Stock : With the consent of the Committee, to be provided in its sole discretion, and subject to Section 7(g) of this Agreement, beginning at the earliest of: (i) an Initial Public Offering, (ii) immediately prior to a sale of the underlying Shares in connection with a Change of Control or other Liquidity Event, (iii) the termination of the Participant’s Service, or (iv) ninety (90) days prior to the tenth (10th) anniversary of the date of grant, this Option may be exercised for Restricted Stock that has the same vesting requirements as this Option and such other restrictions as determined by the Committee and as set forth in a Restricted Stock Award Agreement to be provided by the Company. As a condition to exercising this Option for Restricted Stock, the Participant shall execute a Restricted Stock Award Agreement.	
SECTION 3. EXERCISE PROCEDURES
 
 	(a)	Notice of Exercise . The Participant (or, if applicable the Participant’s representative) may exercise this Option by giving written notice to the Company specifying the election to exercise this Option, the number of Shares for which it is being exercised and the form of payment. Schedule 1 is an example of a “Notice of Exercise”. The Notice of Exercise shall be signed by the person exercising this Option. In the event that this Option is being	
 
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 	exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise this Option. The Participant or the Participant’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 4 hereof for an amount equal to the Exercise Price (as set forth in the Notice) multiplied by the number of Shares with respect to which this Option is being exercised (the “ Purchase Price ”).	
 
 	(b)	Issuance of Shares . After receiving a proper notice of exercise and subject to the terms of the Plan, the Notice and this Agreement, the Company shall cause to be issued a certificate or certificates for the Shares as to which this Option has been exercised, registered in the name of the person exercising this Option; provided that prior to the delivery of the Shares, the Participant enters a joinder to the Stockholders Agreement, or such other agreement in a form and substance satisfactory to the Company.	
 
 	(c)	Withholding Requirements . The Company may withhold any tax (or other governmental obligation) as a result of the exercise of this Option, as a condition to the exercise of this Option, and the Participant shall make arrangements satisfactory to the Company to enable it to satisfy all such withholding requirements. The Participant shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased pursuant to the exercise of this Option.	
 
 	(d)	Legend . The Company shall cause to be issued a certificate or certificates for the Shares purchased pursuant to the exercise of this Option registered in the name of the Participant. Unless otherwise determined by the Company, such certificate shall bear the following legend:	
“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT BETWEEN THE RECORD HOLDER OF THE SHARES OF STOCK REPRESENTED BY THE CERTIFICATE AND THE ISSUER. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE.”
SECTION 4. PAYMENT FOR SHARES
 
 	(a)	Cash or Check . All or part of the Purchase Price may be paid in cash or personal check.	
 
 	(b)	Alternative Methods of Payment . If the Service of the Participant terminates for any reason other than by the Company for Cause or by the Participant without Good Reason, all or any part of the Purchase Price and any applicable withholding requirements may, at the election of the Participant, be paid by one or more of the following methods:	
 
 	i.	Surrender of Shares . By surrendering of Shares then owned by the Participant; provided that such action would not cause the Company or any Subsidiary to recognize a compensation expense (or additional compensation expense) with respect to the applicable Option for financial reporting purposes, unless the Committee consents thereto. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date of the applicable exercise of this Option.	
 
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 	ii.	Net Exercise . By reducing the number of Shares otherwise deliverable pursuant to this Option by the number of such Shares having a Fair Market Value on the date of exercise equal to the Purchase Price (and if applicable, such required withholding).	
 
 	iii.	Exercise/Sale . By delivering (on a form prescribed by the Company) an irrevocable direction (i) to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company, or (ii) to pledge Shares to a securities broker or lender approved by the Company as security for a loan, and to deliver all or part of the loan proceeds to the Company, in each case in payment of all or part of the Purchase Price and any withholding requirements.	
SECTION 5. Transfer Or Assignment Of Option.
This Option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) other than by will or the laws of descent and distribution and shall not be subject to sale under execution, attachment, levy or similar process.
SECTION 6. SHAREHOLDER RIGHTS.
 
 	(a)	Stockholders Agreement . As a condition to the issuance of any Shares purchased upon exercise of this Option hereunder, the Participant shall enter into and execute a joinder to the Stockholders Agreement or such other agreement in a form and substance satisfactory to the Company.	
 
 	(b)	Rights as Shareholder . Until such time as the Shares acquired upon exercise of this Option are repurchased by the Company in accordance with the terms of this Agreement, the Participant (or any successor in interest) shall have all the rights of a shareholder (including dividend and liquidation rights) with respect to such Shares. For the avoidance of doubt, the Participant shall have no rights as a stockholder with respect to the Shares underlying this Option until such Shares have been issued pursuant to the terms of this Agreement.	
 
 	(c)	Voting Rights . The Participant hereby appoints each Principal Investor as its proxy to vote the Shares acquired upon exercise of this Option, whether at a meeting or by written consent in accordance with the provisions of Section 2 of the Stockholders Agreement (whether or not the Participant is required by the Company to execute a joinder to the Stockholders Agreement). The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Notwithstanding the above, this paragraph 6(c) shall cease to apply as to any such Shares upon the termination of the Stockholders Agreement as to such Shares.	
SECTION 7. SECURITIES LAW ISSUES.
 
 	(a)	Securities Not Registered . The Shares acquired upon exercise of this Option have not been registered under the Securities Act. Any Shares acquired upon exercise of this Option are being issued to the Participant in reliance upon either (i) the exemption from such registration provided by Rule 701 promulgated under the Securities Act for stock issuances under compensatory benefit plans such as the Plan or (ii) the exemption for grants made to executive officers of the Company (or one of its Affiliates or Subsidiaries) under Section 4(2) and Regulation D of the Securities Act.	
 
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 	(b)	Participant Representations . The Participant hereby confirms that he or she has been informed that the Shares acquired upon exercise of this Option are “restricted securities” under the Securities Act which may not be resold or transferred unless they are first registered under the Securities Act or unless an exemption from such registration is available. Accordingly, the Participant hereby represents and acknowledges as follows:	
 
 	i.	The Shares are being acquired for investment, and not with a view to sale or distribution thereof; and	
 
 	ii.	The Participant is prepared to hold the Shares for an indefinite period and is aware that Rule 144 promulgated under the Securities Act (which exempts certain resales of securities) is not presently available to exempt the resale of the Shares from the registration requirements of the Securities Act.	
 
 	(c)	Registration . The Company may, but shall not be obligated, to register or qualify the Shares under the Securities Act or any other applicable law, except, solely with respect to Participants who are signatories to or have executed a joinder with respect to the Registration Rights Agreement, as required under the Registration Rights Agreement.	
 
 	(d)	Market Stand-Off . In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, the Participant hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such public offering restricting such Participant’s right to (a) Transfer, directly or indirectly, any Shares acquired under this Agreement or any securities convertible into or exercisable or exchangeable for such Shares or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Shares acquired under this Agreement, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (as defined in the Stockholders Agreement) (or a majority of the shares of Common Stock if there are no Principal Investors remaining) with the underwriter(s) of such public offering (the “ Principal Lock-Up Agreement ”); provided , however , that the Participant shall not be required by this Section 7(d) to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to: (a) Transfers to Permitted Transferees of the Participant permitted in accordance with the terms of this Agreement, (b) conversions of Shares into other classes of Shares or securities without change of Participant and (c) during the period preceding the execution of the underwriting agreement, Transfers to a charitable organization, described by Section 501(c)(3) of the Code, permitted in accordance with the terms of the Stockholders Agreement.	
 
 	(e)	Additional Restrictions . The Shares are subject to such additional restrictions as are set forth in the Stockholders Agreement and any employment or consulting agreement between the Participant and the Company or any Subsidiary or Affiliate, as well as such other restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions), that in the judgment of the Company, are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.	
 
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 	(f)	Participant Undertaking . The Participant agrees to take whatever additional actions and execute whatever additional documents that the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Shares pursuant to the provisions of this Agreement or to comply with applicable laws.	
 
 	(g)	Deferral of Exercise . Exercise of this Option may be deferred by the Committee if the Shares are not registered and the Committee determines, in its sole and absolute discretion, that after taking into account the number of holders of record of any class of equity securities of the Company at the time of exercise and potential future holders of record of any class of equity securities of the Company, such exercise may directly or indirectly result in the Company (whether at the time of exercise of this Option or in the future) being required to register any class of equity securities of the Company under applicable law, provided that , no such deferral may extend beyond the tenth (10th) anniversary of the date of grant (as set forth in Section 2(c) above). For the avoidance of doubt, in determining whether or not to defer exercise of this Option, the Committee may take into account (i) potential exercise of Options by Option holders other than the Participant, (ii) other issuances of Shares by the Company, and (iii) the Company’s intention to exercise or not to exercise Call Rights under this Agreement or any similar agreements. Upon a deferral of the exercise of this Option pursuant to this Section 7(g), the expiration of this Option shall be tolled but not beyond the tenth (10th) anniversary of the date of grant.	
SECTION 8. TRANSFER OF SHARES
 
 	(a)	General Rule . Other than as set forth herein, the Shares acquired upon exercise of this Option may not be transferred to any person other than to the Company or to a Permitted Transferee in accordance with the terms of the Stockholders Agreement (whether or not the Participant has executed a joinder to the Stockholders Agreement) or any other applicable agreement entered into by the Company and the Participant; provided that notwithstanding the Stockholders Agreement, the Company may restrict transfers to a Permitted Transferee if, in its sole and absolute discretion, the Company determines it desirable in order to limit the number of holders of record of shares of stock of the Company, so as to prevent the Company from becoming a reporting company under the Securities and Exchange Act of 1934. Notwithstanding the above, this Section 8(a) shall cease to apply as to any Shares acquired upon exercise of this Option upon an Initial Public Offering, subject to the Stockholders Agreement or any other applicable agreement entered into by the Company and the Participant.	
 
 	(b)	Transferee Obligations . If the Shares acquired upon exercise of this Option are transferred to a Permitted Transferee, such Permitted Transferee must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement to the same extent such Shares would be so subject if retained by the Participant.	
 
 	(c)	Drag-Along Rights . The Shares acquired upon exercise of this Option shall be subject to the Drag-Along Rights as set forth in Sections 4.2 and 4.3 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Sections 4.2 and 4.3 of the Stockholders Agreement to apply mutatis mutandis to this Agreement. The	
 
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 	Participant shall be deemed to have appointed each member of the Principal Investors, with full power of substitution, as the Participant’s true and lawful representative and attorney-in-fact, in such Participant’s name, place and stead, to execute and deliver any and all agreements that the members of the Principal Investors reasonably believe are consistent with the purposes of Sections 4.2 and 4.3 of the Stockholders Agreement. The foregoing power of attorney is coupled with an interest sufficient in law to support an irrevocable power and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participant.	
 
 	(d)	Tag-Along Rights . The Shares shall be subject to the Tag-Along Rights as, and to the extent, set forth in Section 4.1 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Section 4.1 of the Stockholders Agreement to apply mutatis mutandis to this Agreement.	
 
 	(e)	Additional Shares or Substituted Securities . In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares acquired upon exercise of this Option or into which such Shares thereby become convertible shall immediately be subject to this Section 8.	
SECTION 9. CALL RIGHT
 
 	(a)	Call Right . If the Participant’s Service with the Company ceases for any reason, the Company shall have the right (but not an obligation) to call any Shares acquired upon exercise of this Option.	
 
 	(b)	Exercise Notice . In the event the Company wishes to exercise its Call Right, the Company shall notify the Participant (or any Permitted Transferee to whom the Shares have been transferred) by written notice that the Company has elected to exercise such right, and the number of Shares with respect to which the right is being exercised.	
 
 	(c)	Execution of Call . The closing of any purchase and sale pursuant to the Call Right shall take place at the principal office of the Company as soon as reasonably practicable and in no event later than thirty (30) days after the date of the Company’s exercise notice described in Section 9(b) or at such other time and location as the parties to such purchase may mutually determine; provided , however , that if this Option would be subject to California law, as provided in Section 2(d) of this Agreement, the closing of any purchase and sale pursuant to the Call right shall in no event take place later than ninety (90) days after the date of termination of the Participant’s Service.	
 
 	(d)	Purchase Price . If the Company exercises the Call Right, the Participant shall sell, and shall cause any Permitted Transferee to whom Shares acquired pursuant to exercise of this Option have been transferred to sell (and such Permitted Transferee shall sell), to the Company all of the Shares subject to the Call Right and the Company shall purchase each such Share for its Fair Market Value on the date of the issuance of the Company’s exercise notice pursuant to Section 9(b); provided , that , in the event of a termination of the Participant’s Service (i) by the Company for Cause, (ii) by the Participant’s resignation after an inquiry by the Company as to the existence of Cause has been initiated and Cause existed as of the date of such	
 
7

 	resignation, or (iii) by the Participant’s voluntary resignation without Good Reason prior to the third (3rd) anniversary of the Vesting Commencement Date, then the purchase price pursuant to the Call Right shall equal the lesser of the amount paid by the Participant or such Fair Market Value. The Company shall make commercially reasonable efforts, as determined by the Board of Directors in good faith, to pay all or any portion of the repurchase price in cash. However, if the Company cannot make all or any portion of the payment in cash it shall issue a promissory note with a principal amount equal to the amount of the repurchase price which was not paid in cash (e.g., the full amount or a portion thereof, as applicable), on which interest will accrue on the principal thereof at a rate equal to the prime rate and the principal, together with the interest thereon, will become due and payable, to the extent commercially reasonable (as determined by the Board of Directors), in three equal annual installments, payable on the first, second and third anniversaries of the date of issuance thereof.	
 
 	(e)	Lapse of Rights . The Call Right shall lapse upon the earlier of (i) the eighteen (18) month anniversary of the Participant’s termination of Service, or (ii) an Initial Public Offering; provided , however , that the Company’s rights to purchase Shares upon the Participant’s termination for Cause or resignation that is treated similarly to a termination for Cause (as described in the last sentence of Section 2(a) and Section 9(d)(ii) hereof) shall not lapse on the eighteen (18) month anniversary of the Participant’s termination of Service, but shall lapse upon an Initial Public Offering.	
 
 	(f)	Additional Shares or Substituted Securities . In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares subject to the Call Right or into which such Shares thereby become convertible shall immediately be subject to this Section 9.	
 
 	(g)	Termination of Rights as Shareholder . If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 9, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.	
SECTION 10. MISCELLANEOUS PROVISIONS
 
 	(a)	No Retention Rights . Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary or Affiliate employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.	
 
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 	(b)	Notification . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, or a nationally recognized overnight express mail service with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.	
 
 	(c)	Entire Agreement . This Agreement, the Notice, the Plan, the Stockholders Agreement (or such other stockholders agreement entered into between the Company and the Participant) and any employment or consulting agreement between the Participant and the Company constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.	
 
 	(d)	Waiver . No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.	
 
 	(e)	Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be join herein and be bound by the terms hereof.	
 
 	(f)	Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.	
SECTION 11. DEFINITIONS.
 
 	(a)	“ Agreement ” shall mean this Option Award Agreement.	
 
 	(b)	“Call Right” shall mean the Call Right described in Section 9 of this Agreement.	
 
 	(c)	“ Common Stock ” shall mean the common stock, par value $0.001 per share, of the Company.	
 
 	(d)	“ Company ” shall have the meaning described in Section 1(a) of this Agreement.	
 
 	(e)	“ Company Securities ” shall mean Common Stock, or such other class or kind of shares or other securities resulting from an event described in Section 10 of the Plan.	
 
 	(f)	“ Good Reason ” shall mean either (i) a material reduction in base salary or (ii) a relocation of the Participant’s primary office at least fifty (50) miles farther from both the Participant’s then primary office location and the Participant’s then primary residence, provided the Participant gives notice to the Company of a Good Reason event within thirty (30) days of the occurrence event, the Company does not cure such event within thirty (30) days of receipt of such notice and the Participant terminates employment within ten (10) days thereafter; provided, however, that if a Participant is a party to any employment or other agreement governing the provision of services to the Company or any Subsidiary or Affiliate, and such agreement defines “Good Reason” (or term of like import), “Good Reason” shall have the meaning given to such term (or term of like import) in such agreement.	
 
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 	(g)	“ Initial Public Offering ” shall mean (i) “initial public offering” as defined in the Stockholders Agreement and (ii) Company Securities otherwise becoming traded on a national securities exchange.	
 
 	(h)	“ Liquidity Event ” shall mean any event whereby the holder of the underlying Shares would be entitled to the tag-along rights set forth in Sections 4.1 of the Stockholders Agreement and/or would be subject to the drag-along provisions set forth in Section 4.2 of the Stockholders Agreement, if such holder of the underlying Shares were a party to the Stockholders Agreement at the time of such event.	
 
 	(i)	“ Notice ” shall have the meaning described in Section 1(a) of this Agreement.	
 
 	(j)	“ Participant ” shall mean the person named in the Notice.	
 
 	(k)	“ Permanent Disability ” shall mean “permanent disability” as defined in any employment or other agreement between the Company and the Participant governing the provision of Service by the Participant to the Company and its Affiliates, and shall be interpreted in accordance with the procedures set forth therein, or in the absence of such an agreement, Permanent Disability shall mean the Participant’s absence from the full-time performance of the Participant’s duties with the Company for 180 consecutive days as a result of incapacity due to mental or physical illness, which is determined to be total and permanent by the Board of Directors, in its sole discretion.	
 
 	(l)	“ Permitted Transferee ” shall mean “permitted transferee” as defined in the Stockholders Agreement.	
 
 	(m)	“ Plan ” shall have the meaning described in Section 1(a) of this Agreement.	
 
 	(n)	“ Principal Investors ” shall mean the “principal investors” as defined in the Stockholders Agreement.	
 
 	(o)	“ Qualified Public Offering ” shall mean a “qualified public offering” as defined in the Stockholders Agreement.	
 
 	(p)	“ Registration Rights Agreement ” shall mean the Amended and Restated Participation, Registration Rights and Coordination Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc. and Certain Persons who will be stockholders of the Company, dated as of November 23, 2010, as may be amended from time to time.	
 
 	(q)	“ Share ” shall mean a share of Common Stock, or such other class or kind of shares or other securities resulting from the application of Section 10 of the Plan.	
 
 	(r)	“ Stockholders Agreement ” shall mean the Amended and Restated Stockholders Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc., and Certain Stockholders of Broadcasting Media Partners, Inc., dated as of November 23, 2010, as may be amended from time to time.	
 
 	(s)	“ Transfer ” shall mean “transfer” as defined in the Stockholders Agreement.	
 
10

SCHEDULE 1
FORM OF NOTICE OF EXERCISE
Broadcasting Media Partners, Inc.
[Address]
Attn: Corporate Secretary
To the Corporate Secretary:
I hereby exercise my stock option granted under the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “Plan”) and notify you of my desire to purchase the shares that have been offered pursuant to the Plan and related Option Agreement as described below.
In a form permissible under Section 4 of the Option Agreement, I shall pay for the shares, in the amount described below in full payment for such shares plus all amounts required to be withheld by Broadcasting Media Partners, Inc. (the “Company”) under state, Federal or local law as a result of such exercise or shall provide such documentation as is satisfactory to the Company demonstrating that I am exempt from any withholding requirement.
This notice of exercise is delivered this             day of             (month)             (year).

No. Shares to be Acquired	  	Type of Option	  	Exercise Price	  	Total	
	  	Nonstatutory	  		  		
Estimated Withholding	  		  		  		
	  		  	Amount Paid	  		

Very truly yours,	

Signature of Participant	
	
Participant’s Name and Mailing Address	

 	
	
Participant’s Social Security Number	

EXERCISE NOTICE

Exhibit 10.16(a)
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
BETWEEN
UNIVISION COMMUNICATIONS INC. (“Company”)
AND
RANDEL A. FALCO (“Executive”)
(“Employment Agreement”)
Company, Executive, and Broadcasting Media Partners, Inc., a Delaware corporation (“Parent”) hereby agree as follows:
1. Parties. Parent is hereby made a party to the Employment Agreement.
2. Duties. Section 2 of the Employment Agreement is deleted in its entirety and the following inserted in its stead:
2. Duties. During the Employment Period, Executive shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Executive’s position for Parent, Company and any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Company (“Affiliate”) Executive shall have the title of President and Chief Executive Officer of Parent and Company and shall serve in positions of similar seniority with Parent, Company and its Affiliates, as Parent’s Board of Directors (“Parent Board”) may determine Executive will be elected as a corporate officer of Company and Parent with the same title. Executive shall have the duties and responsibilities consistent with his position as President and Chief Executive Officer, including serving as a member of the Parent Board and the Executive Committee of the Parent Board, and a member of Company’s Board of Directors (“Company Board”) and the Executive Committee of the Company Board, and such other duties, authorities and responsibilities that are not inconsistent with Executive’s position as the Parent Board may designate from time to time. Executive will report directly to the Parent Board. Executive shall devote Executive’s entire business time and attention and Executive’s good faith efforts (excepting vacation time, holidays, sick days and periods of disability) to Executive’s employment and service with Parent. Company and its Affiliates; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from managing Executive’s personal investments (so long as such investment activities are of a passive nature) or engaging in charitable or civic activities, so long as such activities in the aggregate do not (i) materially interfere with the performance of Executive’s duties and responsibilities hereunder or (ii) create a fiduciary conflict.
3. Base Salary. Section 4.1(a) of the Employment Agreement is deleted in its entirety and the following inserted in its stead:
(a) In consideration of all services rendered by Executive under this Agreement, Company shall pay Executive a base salary (“Base Salary”) at an annual rate of $1,300,000 during the Employment Period Executive’s Base Salary will be reviewed annually (but will not decrease, except in the event of an across the board reduction applicable to substantially all senior executives of Company except the CFO, in which case the Base Salary may be reduced by the same percentage).

4. Annual Bonus. Section 4.2 of the Employment Agreement is deleted in its entirety and the following inserted in its stead;
4.2 Annual Bonus. Executive shall be eligible for an annual target bonus of 125% of Base Salary for each fiscal year during the Employment Period, subject to the satisfaction of performance and other criteria (including discretionary components in accordance with Company practices) established by the compensation committee of the Company Board or the compensation committee of the Parent Board, as applicable (the compensation committee of the Company Board or the Parent Board, as applicable, referred to herein as the “Compensation Committee”), and approved by the Compensation Committee to the extent required by Company’s or Parent’s governance practices following the end of the applicable fiscal year. Annual bonuses, if any, shall be paid in the calendar year next following the year in which it is earned when bonuses are paid to other executives.
5. Equity Grants. Executive shall receive a new grant of nonqualified stock options in the form of the Stock Option Award Agreement attached as Exhibit A to this Amendment.
6. Car Service. Section 4 of the Employment Agreement is amended by inserting the following new subsection 4.6:
4.6 Car Service. Executive shall be provided with car service to and from his home and office and as otherwise needed for business purposes. To the extent any car service payments or reimbursements by Company are taxable income to Executive, Company will gross up the amounts to cover the taxes.
7. Cause Defined. Section 6.4(a) of the Employment Agreement is deleted in its entirety and the following inserted in its stead:
(a) Executive’s willful failure to perform the services hereunder or to follow the lawful direction of the Parent Board after written notice and an opportunity to cure;
8. Good Reason Defined. Section 6.5(a) of the Employment Agreement is deleted in its entirety and the following inserted in its stead:
(a) any material diminution in Executive’s responsibilities, authorities or duties, including removal from either the Parent Board or the Company Board or the Executive Committee of the Boards of Parent or Company (except in the event that either Parent or Company ceases to exist as a result of a merger or consolidation of the two that leaves only one of the two entities remaining with Executive continuing on the Board and Executive Committee of the Board of the surviving entity);
9. Notices. Section 11 of the Employment Agreement (notice to Company), Section 7 of Exhibit A (Consideration Period), and the return address at the end of Exhibit A are amended by deleting “Attn: Chief Executive Officer” and inserting “Attn: Chief Human Resources Officer. ”
 
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10. Other. Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.
11. Effective Date. Upon execution by Company, Executive, and Parent, this Amendment to the Employment Agreement will be effective as of June 29, 2011

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Roberto Llamas	
Name:	 	Roberto Llamas	
Title:	 	Chief Human Resources Officer	
	
BROADCASTING MEDIA PARTNERS, INC.	
		
By:	 	/s/ Roberto Llamas	
Name:	 	Roberto Llamas	
Title:	 	Chief Human Resources Officer	

/s/ Randel A. Falco	
RANDEL A. FALCO	
 
3

EXHIBIT A
FORM OF STOCK OPTION AWARD AGREEMENT
(See Attached)
 
4

BROADCASTING MEDIA PARTNERS, INC.
2010 E QUITY I NCENTIVE P LAN
N OTICE OF S TOCK O PTION G RANT

Participant :	 	Randel A. Falco	
		
Number of Shares
Subject to Option :	 	 
21,192 shares of Common Stock, par value $0.001 per share ( “Shares” ) of Broadcasting Media Partners, Inc. (the “Company” ), which shall be allocated into two tranches: 13,307 Tranche 1 Shares (“ Tranche 1 ”) and 7,885 Tranche 2 Shares (“ Tranche 2 ”).	
		
Type of Option :	 	Nonqualified Stock Option	
		
Exercise Price Per Share :	 	Tranche 1: $197.95	
		
	 	Tranche 2: $395.90	
		
Grant Date :	 	September 9, 2011	
		
Vesting Commencement Date :	 	January 17, 2011	
		
Date Exercisable :	 	This Option shall become exercisable for Shares or Restricted Stock as provided in Section 2(a) or Section 2(e) of this Option Award Agreement.	
		
Vesting Schedule :	 	The Tranche 1 and Tranche 2 Shares subject to this Option shall vest as follows:	
		
	 	One-fifth (20%) of each of the Tranche 1 Shares and Tranche 2 Shares shall vest on each of the first five anniversaries of the Vesting Commencement Date noted above (each such date a “Vesting Date” ); provided Participant’s Service has not terminated prior to the applicable Vesting Date and the vesting of any Shares has not been accelerated as provided below. If a fraction of a Share is scheduled to vest on a Vesting Date, then a whole Share shall vest in lieu thereof, and a corresponding adjustment shall be made to the remainder of the Shares scheduled to vest such that no fractional Shares are subject to vesting.	
		
Additional Vesting Terms :	 	The vesting requirement with respect to the Shares shall be deemed to be satisfied upon the Participant’s termination of Service with Univision Communications Inc. and its subsidiaries and affiliates (“ Univision ”) without Cause (other than by reason of the Participant’s death or Permanent Disability) or resignation for Good Reason, in each case (i) within the 180 day period immediately preceding a Change of Control and the Participant reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change of Control that actually occurs during such 180 day period, or (ii) on or within two (2) years after a Change of Control.	
		
	 	Upon the Participant’s termination of Service with Univision by reason of his death or Permanent Disability, the Participant shall be deemed to have satisfied the vesting requirement as to a pro rata portion (based on the number of calendar days during the year through such date of termination divided by 365) of the Tranche 1 Shares and Tranche 2 Shares subject to this Option that are next eligible to satisfy such vesting requirement.	
 
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	 	If the Participant’s employment with Univision is terminated for Cause, the Company shall have the right to purchase any Shares acquired pursuant to the exercise of this Option at the lesser of the Participant’s cost or the Fair Market Value of such Shares; provided , however , that if this Option would be subject to California law (as provided in Section 2(d) of the Agreement), such Company purchase right shall be subject to the additional requirements with respect to Options subject to California law set forth in Section 9(c) of the Agreement; provided , further , that such Company purchase right shall lapse as provided in Section 9(e) of the Agreement. If the Participant resigns after an inquiry by the Company as to the existence of Cause has been initiated and Cause existed as of the date of such resignation, this Option shall not be exercisable and the Company shall have the same right to purchase any Shares acquired pursuant to the exercise of this Option as if the Participant’s employment had been terminated for Cause.	
		
Definitions :	 	Capitalized terms are defined in the Agreement and in the Plan to the extent not defined in this Notice.	
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
6

Exhibit 10.16(b)
Second Amendment (“ Amendment ”) to Employment Agreement dated January 14, 2011, as
amended June 29, 2011 (the “ Employment Agreement ”) between Randel A. Falco
(“ Executive ”), Univision Communications Inc. (“ Company ”) and Broadcasting Media Partners,
Inc. (“ Parent ”)
Company, Executive and Parent hereby agree to the amendment of the Employment Agreement as follows:
 
 	1.	Employment . The second and third sentences of Section 1 of t he Employment Agreement are amended and restated as follows:	
“Executive’s employment with the Company shall commence on the Effective Date and shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until January 31, 2018 (the “ Initial Term ”). On January 31, 2018 and on each anniversary thereof, the term of employment under the Employment Agreement shall be automatically extended for an additional twelve-month period (the Initial Term, together with any extension, the “ Employment Period ”).”
 
 	2.	Base Salary . Effective as of January 1, 2014, “$1,750,000” shall be substituted for “$1,300,000” under Section 4.l(a) of the Employment Agreement, and the second sentence of Section 4.l(a) of the Employment Agreement is hereby amended by deleting such sentence in its entirety and replacing it with the following:	
“Executive’s Base Salary will be reviewed annually with respect to any term of employment under the Employment Agreement following the Initial Term (and may be increased in the discretion of the Board, but will not decrease).”
 
 	3.	Annual Bonus . Effective as of January 1, 2013, “166%” shall be substituted for “125%” under Section 4.2 of the Employment Agreement, and the last sentence of Section 4.2 of the Employment Agreement is hereby amended by deleting such sentence in its entirety and replacing it with the following: “The annual bonus in respect of any fiscal year shall be payable in accordance with Company practice, but in any case no later than the fifteenth (15 th ) day of the third (3 rd ) month following the end of the fiscal year in which it is earned”.	

 	4.	Vacation . Section 4.4 of the Employment Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with the following:	
“Effective as of January 1, 2014, and pursuant to Company policy, Executive is no longer eligible for a fixed amount of paid vacation time and shall cease to accrue vacation days in accordance with Company’s prior vacation policy and Section 4.4 of the Employment Agreement. Executive agrees that, in exchange for the consideration provided herein, all vacation days accrued under the prior policy and Section 4.4 are waived as of the date of this Amendment. Effective as of January 1, 2014, Executive may take reasonable paid vacation time, to the extent such does not materially conflict with the performance of his duties and responsibilities under this Agreement.”
 
 	5.	Perquisites . The Employment Agreement is hereby amended by inserting the following new Section 4.7 immediately following Section 4.6:	
“4.7 Perquisites . During the Employment Period, the Company shall pay for and provide for the Executive (i) term life insurance coverage in an amount of $3 million, (ii) long-term disability benefits of $561,000 per year, (iii) reimbursement for the cost of an annual physical examination and (iv) when traveling for Company business purposes, first class air travel (or, with the approval of the Chairman of the Board, the use of charter aircraft, with such usage reported to the Compensation Committee semi-annually) and first class hotel.”
 
 	6.	Termination . Sections 5.3 and 5.4 of the Employment Agreement are amended to read as follows in their entirety:	
“5.3 At the option of the Company for Cause (as defined in Section 6.4), on prior written notice to Executive in accordance with Section 6.4;
5.4 At the option of the Company, on thirty (30) days prior written notice to Executive, without Cause (provided that the Company may require Executive to not perform any duties during such notice period);”
 
 	7.	Termination . Section 5.6 of the Employment Agreement is amended by deleting “ninety (90)” and inserting “sixty (60)” in its place.	
 
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 	8.	Conforming Change . The second parenthetical clause in the first sentence of Section 6.1, i.e. , the parenthetical clause starting with “for the avoidance” and ending with “the Company”, is hereby deleted.	
 
 	9.	Termination without Cause, Termination by Executive for Good Reason or Non-Renewal by the Company .	
 
 	a.	Section 6.l(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:	
“(b) subject to Section 12.7(b) hereof, an amount equal to the sum of (i) twenty-four (24) months of Executive’s monthly Base Salary and (ii) the Executive’s annual target bonus for the fiscal year including the date of termination, payable, in substantially equal installments at the same time Base Salary would be paid over the twenty-four (24) month period following termination if Executive had remained employed with the Company; provided that the first payment shall be made on the sixtieth (60th) day after Executive’s “separation from service” and shall include payment of any amounts that would otherwise be due prior thereto;”
 
 	b.	Section 6.l(d) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:	
“(d) a pro-rata portion of Executive’s annual target bonus for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of such annual target bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date of such termination and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Executive continued to be employed with the Company;”
 
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 	c.	Section 6.l(e) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:	
“(e) (i) two (2) years of continued life insurance coverage ( provided that such coverage shall cease earlier upon the Executive becoming employed by another employer and eligible for life insurance with such other employer), and (ii) payments by the Company to Executive each month for a period of two (2) years, subject to Section 12.7(b) hereof, of an amount (the “ Cash Equivalent Payment ”) equal to the monthly amount of COBRA continuation coverage premium under the Company’s group medical plans for the Executive and his eligible dependents at the same coverage levels in effect immediately prior to such termination of employment, less the amount of Executive’s portion of the premium as if Executive was an active employee under the same terms as provided to senior executive officers of the Company and at the same coverage levels as in effect immediately prior to such termination of employment, along with a full tax gross-up with respect to the Cash Equivalent Payments so Executive has no after tax consequences with respect to the Cash Equivalent Payments and the related tax gross up ( provided that such payments shall cease earlier upon Executive becoming employed by another employer and eligible for medical coverage with such other employer); provided that the first payment of any Cash Equivalent Payment shall be paid on the sixtieth (60th) day following Executive’s termination of employment and shall include any amounts due prior thereto; and”
 
 	10.	Cause Defined . Section 6.4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:	
“6.4 Cause Defined . For purposes of this Agreement, the term “ Cause ” shall mean:
 
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(a) Executive’s willful failure to perform his services hereunder in any material way or willful, material breach of fiduciary duty;
(b) Executive’s conviction of (or pleading guilty or nolo contendere in respect of) a felony (other than driving while intoxicated) or any lesser, willful, material offense involving dishonesty, moral turpitude or the Company’s or its affiliates property; and
(c) material willful misconduct or willful material breach by Executive of any of the provisions of this Agreement;
provided , that , in each case, any proposed termination for Cause requires notice from the Board to the Executive, within 90 days after the Board has knowledge of specific facts and circumstances constituting “Cause”, stating such specific facts and circumstances and Executive shall have a reasonable opportunity to cure such circumstances (if curable) within 90 days after any such notice.”
 
 	11.	Good Reason Defined . Section 6.5 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:	
“6.5 Good Reason Defined . For purposes of this Agreement, the term “ Good Reason ” shall mean, without Executive’s written consent:
(a) a failure of Executive to hold the title of President and Chief Executive Officer of the Company other than by reason of the Executive’s termination of employment;
(b) a significant diminution of Executive’s duties in his role as President and Chief Executive Officer;
(c) any change in the reporting structure so that Executive reports to someone other than the Board;
(d) any willful, material breach of any material obligation of the Company to Executive under this Agreement or any equity agreements;
 
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(e) failure of a successor to all or substantially all of the assets of the Company to assume this employment contract; and
(f) any requirement that Executive relocate his principal place of employment from the New York, NY metropolitan area;
provided , that , in each case, any resignation for Good Reason requires notice by Executive to the Board within 90 days of Executive’s knowledge of the specific facts and circumstances constituting Good Reason stating such specific facts and circumstances and the Company shall have a reasonable opportunity to cure such circumstances (if curable) within 30 days of receipt of such notice. For the avoidance of doubt, Good Reason shall not exist hereunder unless and until the 30-day cure period following receipt by the Company of Executive’s written notice expires and the Company shall not have cured such circumstances, and in such case Executive’s employment shall terminate for Good Reason on the day following expiration of such 30-day cure period.
 
 	12.	Conditions to Payment . The last sentence of Section 6.6 of the Employment Agreement is hereby amended by deleting such sentence and replacing it with the following:	
“In addition, severance payments due to Executive under this Section 6 shall be subject to Section 9 of the Employment Agreement.”
 
 	13.	Reimbursement of Expenses . The last sentence of Section 7 of the Employment Agreement is deleted.	
 
 	14.	Non-Competition . Section 8.1 is hereby amended by deleting such paragraph in its entirety and replacing it with the following:	
“During the Employment Period (other than on behalf of the Company), and for the two-year (2 year) period commencing on the date Executive’s employment with the Company ends, other than on behalf of the Company, Executive will not directly or indirectly engage in the “Business” (as defined hereto) in the United States or Puerto Rico and any other country in which
 
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Company or any of its affiliates engages in such Business (whether alone, as a partner, joint venture, officer, director, employee, consultant or investor of any other entity), including but not limited to any activity that is competitive with or adverse to such business or that involves (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of any product, institution or service. Executive also covenants and agrees that during such two-year (2 year) period, Executive will not (other than in the performance of Executive’s duties under this Agreement) join or participate with any person who is, or hereafter at any time is engaged by Company or any of its affiliates as an officer, performer or independent contractor in the conduct of any business, corporation, partnership, firm or enterprise competing with the business of Company or any of its affiliates. For purposes of this section, “Business” means any and all forms of media, communication and entertainment, including, without limitation, television, radio, the internet (including e-services and e-commerce), music, movies, theater, print and visual/audio entertainment via all methods of delivery whether now known or hereafter developed or conceived. If Executive wishes to provide consulting services or serve as a member of a board of directors, which activity may result in a breach of this Section 8, Executive may request in writing that the Board provide a waiver of such potential breach, which waiver shall specify the entity to which the Executive would render services, and the nature of the services to be provided by Executive. Notwithstanding anything to the contrary, Executive shall not seek a waiver to provide services to (A) a company that is primarily focused on the Hispanic media market, including but not limited to, Telemundo, TV Azteca, MundoFox and Yahoo! En Espanol, or (B) Comcast and any of its subsidiaries and affiliates. The Board shall consider Executive’s request in its good faith discretion and notify the Executive of its determination within thirty (30) days following the Board’s receipt of Executive’s written request.
 
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Notwithstanding anything herein to the contrary, the Executive may hold passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than one percent {1%) of the equity of such enterprise.”
 
 	15.	Non-Solicitation . Section 8.2 of the Employment Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with the following:	
“8.2 Non-Solicitation . Executive covenants and agrees that during employment and for a period of two (2) years after the termination of Executive’s employment under this Agreement, Executive shall not directly or indirectly influence or attempt to influence or solicit present or future employees, performers or independent contractors of the Company or any of its Affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company or such Affiliates or assist any other person to do so. Executive covenants and agrees that during employment and for a period of two (2) years following the date of termination of Executive’s employment, Executive shall not directly or indirectly hire any employees of the Company or any of its Affiliates or assist any other person in doing so. The restrictions in this Section 8.2 shall not apply with regard to (i) general solicitations that are not specifically directed to employees of the Company or any Affiliate (but the restrictions shall still apply to the hiring of any person who responds to such general solicitation), (ii) serving as a reference at the request of an employee or (iii) actions taken in the good faith performance of Executive’s duties for the Company.
 
 	16.	Non-Disparagement . The duration of the mutual non-disparagement covenants set forth in Sections 8.8(a) and 8.8(b) of the Employment Agreement are hereby reduced to two (2) years and Sections 8.8(a) and 8.8(b) of the Employment Agreement are hereby amended by deleting the references to “three (3) years” therein and replacing them with the phrase “two (2) years”.	
 
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 	17.	Tolling . Section 8.9 of the Employment Agreement is hereby deleted, and the following is inserted in its place: “Section 8.9 [intentionally omitted]”.	
 
 	18.	Remedies . The last sentence of Section 9 of the Employment Agreement is hereby deleted and replaced with the following:	
“Furthermore, in the event of any breach of the provisions of Section 8.1 or 8.2 above or a material and willful breach of any other provision in Section 8 above (the “ Forfeiture Criteria ”), the Company shall be entitled to cease making any severance payments being made hereunder, and in the event of a breach of any provision of Section 8 above that satisfies the Forfeiture Criteria and that occurs while Executive is receiving severance payments in accordance with Section 6 above (regardless whether the Company discovers such breach during such period of severance payment or anytime thereafter), the Company shall be entitled to recover any severance payments in excess of one month’s Base Salary made to Executive, provided , that , prior to ceasing to make any severance payments or taking any other action under this Section 9, if the Company believes that a breach of any provision of Section 8 may have occurred that satisfies the Forfeiture Criteria, the Company is required to provide notice to the Executive of the specific facts and circumstances of which it is aware constituting such breach and the Executive shall have been provided a reasonable opportunity to cure such breach (if curable) within 30 days after any such notice. For the avoidance of doubt, to the extent a breach that satisfies the Forfeiture Criteria has been cured by the Executive within the applicable 30 day notice period, then such action shall not be deemed to constitute a breach under this Agreement. Any dispute arising between the parties with respect to this Section 9 shall be submitted to binding arbitration pursuant to Section 12.8 of this Agreement (subject in full to the exception in Section 12.8 that is applicable to actions seeking injunctive and equitable relief).”
 
 	19.	Code Section 280G . Section 12.11 is hereby deleted in its entirety and the following is inserted in its place:	
“12.11 Code Section 280G .
 
 	(a)	Public Company Status .	
 
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(i) In the event that the stock of the Company is “readily tradable on an established securities market or otherwise” for purposes of Section 280G(b)(5)(A)(ii)(I) of the Code (“ Publicly Traded ”) and any payment or benefit to Executive under this Agreement or any other plan, arrangement or agreement with the Company (including, without limitation, any payment or benefit (including but limited to accelerated vesting) in connection with Restricted Stock Units, stock options or other equity-based compensation) (the “ Payments ”) would be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), the Company shall pay to Executive an additional amount (the “ Gross-Up Payment ”) such that the net amount retained by the Executive, after deduction of all Excise Taxes on the Payments, and all Excise Taxes, federal, state and local income taxes, and federal employment taxes, on the Gross-Up Payment, shall be equal to the amount of the Payments. In addition, the Company shall indemnify Executive, on an after-tax, grossed-up basis, for any interest, penalties or additions to tax payable by Executive as a result of the imposition of the Excise Tax or the payment of any Gross-Up Payment.
(ii) For purposes of determining whether any of the Payments will be subject to the Excise Tax, such determination shall be initially made by tax counsel selected by the Company (which may be either a major law firm or major accounting firm, in either case with expertise in this area) (the “ Tax Counsel ”). All fees and expenses of Tax Counsel shall be paid by the Company. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the actual rates of federal income taxation applicable to the Executive in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the actual rates of taxation applicable to the Executive and as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations
 
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applicable to the Executive. At the request of the Company, Executive shall provide information necessary from his accountants and financial advisors to determine Executive’s actual rates for federal, state and local income taxes.
(iii) The Gross-Up Payments provided for in this Section 12.11(a) shall be made upon the earlier of (x) the payment to Executive of any Payment or (y) the imposition upon Executive or payment by Executive of any Excise Tax upon any Payment. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the opinion of Tax Counsel that the Excise Tax is less than the amount taken into account under this Section 12.11(a), Executive shall repay to the Company within thirty (30) days of Executive’s receipt of notice of such final determination or opinion the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by Executive, if such repayment results in a reduction in Excise Tax or a federal, state and local income tax deduction) plus any interest received by Executive on the amount of such repayment, but in any case only to the extent that Executive has not remitted such portion of the Gross-Up Payment to the Internal Revenue Service or has received a refund or credit thereof from the Internal Revenue Service. If it is established pursuant to a final determination of a court, an Internal Revenue Service proceeding, or the opinion of Tax Counsel that the Excise Tax exceeds the amount taken into account hereunder in computing the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess within thirty (30) days of the Company’s receipt of notice of such final determination or opinion.
 
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(b) Private Company Status . In the event that the stock of the Company is not Publicly Traded and the exemption described in Section 280G(b)(5) of the Code would apply to the Payments if the requisite shareholder approval is obtained, the Company and Executive shall reasonably and in good faith cooperate with each other so as to eliminate any Excise Tax on Executive pursuant to Section 4999 of the Code and to preserve to the Company the benefit of income tax deductions of the Payments. In that regard, if Executive advises the Company that he is willing to waive his rights to receive “excess parachute payments” (as defined in Section 280G of the Code) in connection with the transaction which could cause the Excise Tax to apply, the Company shall use reasonable best efforts to, following such waiver, obtain the requisite shareholder approval of any such excess parachute payments.”
 
 	20.	Effective Date of Amendment . Upon execution by Company, Parent and Executive, this Amendment will be effective, except as otherwise specifically provided herein, as of	
February 19, 2014.
[Remainder of page left intentionally blank]
 
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 	20.	Other . Except as provided in this Amendment, all other terms and conditions in the Employment Agreement remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.	

BROADCASTING MEDIA PARTNERS, INC.	
	
UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Jonathan Schwartz                    10/16/14	
Name:	 	Jonathan Schwartz	
	 	Executive Vice President, General Counsel	
		
By:	 	 	
Name:	 		
/s/ Randel A. Falco

Randel A. Falco	
[SIGNATURE PAGE TO SECOND AMENDMENT TO FALCO EMPLOYMENT AGREEMENT]

Exhibit 10.17
EXECUTION VERSION
AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION
AGREEMENT
This Amended and Restated Employment and Non-Competition Agreement (this “ Agreement ”), dated June 30, 2015, by and between Univision Communications Inc., a Delaware corporation (the “ Company ”), a wholly owned subsidiary of Univision Holdings, Inc. a Delaware corporation (“ Parent ”), and Francisco J. Lopez-Balboa (the “ Employee ”).
WHEREAS, the Company, Parent and Employee entered into that certain Employment Agreement dated as of May 5, 2015 pursuant to which Employee serves as the Executive Vice President, Chief Financial Officer of the Company and its Affiliates (the “ Prior Agreement ”);
WHEREAS, the Company, Parent and Employee desire to amend and restate the Prior Agreement in its entirety, to set forth the terms of the Employee’s continued employment with the Company;
WHEREAS, the Employee’s employment with the Company was effective May 7, 2015 (the “ Effective Date ”); and
WHEREAS, the Company desires to be assured that the confidential information and goodwill of the Company will be preserved for the exclusive benefit of the Company and that, in consideration of the compensation, benefits and continued employment of Employee hereunder, Employee will not be employed with any competitor of the Company for a limited period following Employee‘s termination of employment with the Company;
NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows:
1. Employment . The Company hereby agrees to employ Employee, and Employee hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement. Employee’s employment with the Company shall commence on the Effective Date and shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until May 31, 2018 (the “ Initial Term ”). On May 31, 2018 and on each anniversary thereof until May 31, 2020 (the “ Expiration Date ”), the term of employment under the Agreement shall be automatically extended for an additional twelve-month period (the Initial Term, together with any extension, the “ Employment Period ”), provided , that the Employment Period shall not automatically extend beyond the Expiration Date and shall expire and terminate (unless earlier in accordance with the terms hereof) on the Expiration Date. Either the Company or Employee may elect to terminate the automatic extension of the Employment Period by giving written notice of such election to the other party not less than six (6) months prior to the end of the then current Employment Period (“ Non-Renewal Notice ”). In the event the Company provides Employee with a Non-Renewal Notice, the Company agrees to waive Employee’s obligations under Section 8.1 hereto. In the event the Employee continues in employment after
 
Employee Initials FJL-B

the expiration of the Employment Period, such employment shall be “at will” employment and may be terminated at any time by either party on written notice, but without Sections 5 and 6 hereof applying thereto, provided, that Sections 8 and 9 hereof shall continue to apply.
2. Duties . During the Employment Period, Employee shall serve on a full-time basis and perform services in a capacity and in a manner consistent with Employee’s position for the Company and any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (an “ Affiliate ”). Employee shall have the title of and serve as Executive Vice President, Chief Financial Officer of the Company and its Affiliates. Employee will report to the Chief Executive Officer of the Company (the “ CEO ”) and to the audit committee of the Company’s board of directors (the “ Audit Committee ”). Employee shall devote Employee’s entire business time and attention and Employee’s good faith business efforts (excepting vacation time, holidays, sick days and periods of disability) to Employee’s employment and service with the Company and its Affiliates; provided , however , that this Section 2 shall not be interpreted as prohibiting Employee from managing Employee’s personal affairs or engaging in charitable or civic activities (including serving on charitable boards), so long as such activities do not (i) materially interfere with the performance of Employee’s duties and responsibilities hereunder or (ii) create a fiduciary conflict. Employee may serve on for profit boards with the prior consent of the board of directors of the Company (the “ Board ”) (or a committee thereof) and the CEO, so long as such service does not (i) materially interfere with the performance of Employee’s duties and responsibilities hereunder or (ii) create a fiduciary conflict.
3. Location Of Employment . Employee’s principal place of employment shall be in New York City, NY, subject to business travel consistent with Employee’s duties and responsibilities.
4. Compensation .
4.1 Base Salary .
(a) In consideration of all services rendered by the Employee under this Agreement, the Company shall pay the Employee a base salary (the “ Base Salary ”) at an annual rate of $1,000,000 during the Employment Period. Employee’s Base Salary will be reviewed annually (but will not decrease, except in the event of an across-the-board proportionate reduction applicable to substantially all senior executives of the Company).
(b) The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried employees and shall be subject to all necessary withholding taxes, FICA contributions and similar deductions.
4.2 Annual Bonus . Employee shall be entitled to an annual target bonus opportunity of 100% of Base Salary (the “ Target Bonus ”) for each fiscal year during the Employment Period, subject to performance goals established by the compensation committee of the Board or the compensation committee of the board of directors of Parent (the “ Parent Board ”), as applicable (the compensation committee of the Board or the Parent Board, as applicable, referred to herein, as the “ Compensation Committee ”) in consultation with the Chief Executive Officer. Subject to the percent of the corporate bonus pool funded by the Compensation Committee and Employee’s
 
Employee Initials FJL-B
 
2

satisfactory performance, Employee’s 2015 annual bonus shall be guaranteed to equal the Target Bonus, prorated based on the number of days the Employee is employed in 2015 commencing on the Effective Date. The annual bonus, if any, shall be paid in the calendar year next following the year in which it is earned when bonuses are paid to other executives.
4.3 Equity Grants . Employee shall be eligible for consideration for equity grants, which grants shall be made in the sole discretion of the Compensation Committee. The Employee has been granted, as of the Effective Date, restricted stock units in the form of restricted stock unit award agreement attached hereto at Exhibit A . In addition, upon consummation of the Company’s initial public offering (“ IPO ”), the Company shall grant to the Employee nonqualified stock options (and/or such other form of equity incentive award as the parties may agree) pursuant to the Company’s standard form of award agreement then in effect except as otherwise agreed between the parties, with a value at the consummation of the IPO as reasonably determined by the Company in good faith, based on an option pricing model, equal to $5,272,000 reduced by the product of the number of shares of the Company’s common stock covered by the Employee’s restricted stock units described above and the Company’s IPO price and with an option exercise price equal to the IPO price; provided, that if the Company has not consummated an IPO by December 31, 2015, the Employee shall be granted nonqualified stock options (and/or such other form of equity incentive award as the parties may agree) within thirty (30) days following such date, pursuant to the Company’s standard form of award agreement then in effect except as otherwise agreed between the parties, with a value on the date of grant as reasonably determined by the Company in good faith, based on an option pricing model, equal to $5,272,000 reduced by the product of the number of shares of the Company’s common stock covered by the Employees restricted stock units described above and the fair market value per share of the Company’s common stock on the date of grant determined consistent with past practice and with an exercise price determined in a manner intended to comply with Code Section 409A (as defined below). Such nonqualified stock options shall vest with respect to one-third (33 1/3 %) of the shares of the Company’s common stock underlying the options on each of the first three anniversaries of the Effective Date.
4.4 Vacation . Employee shall be entitled to take vacation time subject to the approval of the Chief Executive Officer and in accordance with Company policy.
4.5 Benefits . During the term of Employee’s employment under this Agreement, Employee shall be entitled to participate in any benefit plans, including medical, disability and life insurance (but excluding any severance or bonus plans unless specifically referenced in this Agreement) offered by the Company as in effect from time to time (collectively, “ Benefit Plans ”), on the same basis as those generally made available to other senior employees of the Company, to the extent Employee may be eligible to do so under the terms of any such Benefit Plan. Employee understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion.
5. Termination . Employee’s employment hereunder may be terminated as follows:
5.1 Automatically in the event of the death of Employee;
 
Employee Initials FJL-B
 
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5.2 At the option of the Company, by written notice to Employee or Employee’s personal representative in the event of the Disability of Employee while the Employee is Disabled. As used herein, the term Disability shall mean a physical or mental incapacity or disability which has prevented the Employee from performing his material duties for a period of 180 days in any twelve-month period as determined in good faith by the CEO. Notwithstanding the foregoing, in the event that as a result of earlier absence because of mental or physical incapacity Employee incurs a “separation from service” within the meaning of such term under “Code Section 409A” (as defined in Section 12.6(a) hereof) Employee shall on such date automatically be terminated from employment as a Disability termination;
5.3 At the option of the Company for Cause (as defined in Section 6.4 ), on prior written notice to Employee;
5.4 At the option of the Company at any time without Cause (provided that the assignment of this Agreement to and assumption of this Agreement by the purchaser of all or substantially all of the assets of the Company shall not be treated as a termination without Cause under this Section 5.4 ); and
5.5 At the option of Employee for Good Reason (as defined in Section 6.5 ), on prior written notice to the Company in accordance with Section 6.5 .
5.6 Subject to Sections 8 and 9 hereof, at the option of Employee without Good Reason upon sixty (60) days prior written notice.
6. Severance Payments .
6.1 Termination Without Cause or by Employee for Good Reason . If Employee’s employment is terminated at any time during the Employment Period by the Company without Cause (and not for death or Disability) or by Employee for Good Reason, subject to Sections 6.6, 8 and 9 hereof, Employee shall be entitled to (i) promptly after termination, Employee’s accrued and unpaid Base Salary through the date of termination, and reimbursement of expenses under Section 7 hereof, (ii) an amount equal to twelve (12) months of Employee’s Base Salary and Target Bonus payable, subject to Section 12.6(b) hereof, in equal installments at the same time Base Salary would be paid over the twelve (12) month period following termination if he had remained employed; provided that the first payment shall be made on the sixtieth (60th) day after Employee’s separation from service and shall include payment of any amounts that would otherwise be due prior thereto (unless an earlier payment is permitted pursuant to Code Section 409A and the terms of this Agreement; and provided further that the Company elects to make such earlier payment), (iii) any annual bonus earned with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at the same time in the year of termination as such payment would be made if Employee continued to be employed by the Company, (iv) a pro-rata portion of Employee’s annual bonus for the fiscal year in which Employee’s termination occurs based on actual corporate results for such year as if Employee had been continually employed throughout the entire fiscal year (determined by multiplying the amount of such annual bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in such fiscal year through the date of such
 
Employee Initials FJL-B
 
4

termination and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Employee continued to be employed with the Company (v) subject to Section 12(b) hereof and Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company shall pay to Employee each month an amount equal to the monthly amount of COBRA continuation coverage under the Company’s group medical plans as in effect from time to time less the amount of Employee’s portion of the premium as if Employee was an active employee until the earliest of: (x) eighteen (18) months after the date of Employee’s termination of employment; (y) the date Employee obtains other employment that offers medical benefits for which Employee is then eligible; and (z) the date Employee ceases to be eligible for COBRA coverage, and (vi) any other vested amounts or benefits due to Employee in accordance with the Company’s benefit plans, programs or policies (other than severance or Target Bonus). Employee shall also be entitled to treatment of Employee’s equity awards as provided in the applicable equity plan or award agreement.
6.2 Death or Disability . Upon the termination of Employee’s employment due to death or Disability, Employee or Employee’s legal representatives shall be entitled to receive amounts described under Sections 6.1(i), (iii), (iv), (v), and (vi)  hereof, as well as provided in the equity plans and awards with regard to Employee’s equity.
6.3 Termination for Cause or Resignation without Good Reason . Except for Base Salary through the day on which Employee’s employment was terminated (which shall be promptly paid), reimbursement of expenses pursuant to Section 7 hereof, and any other vested benefits which may be owing in accordance with the Company’s plans, programs and policies or applicable law, Employee shall not be entitled to receive severance benefits after the last date of employment with the Company upon the termination of Employee’s employment hereunder by the Company for Cause pursuant to Section 5.3 or resignation by Employee without Good Reason pursuant to Section 5.6 ; provided, however, that for the avoidance of doubt, Employee’s equity awards shall be treated as provided in the applicable equity plan or award agreement.
6.4 Cause Defined . For purposes of this Agreement, the term “ Cause ” shall mean:
(a) Employee’s willful failure to perform the services hereunder or to follow the lawful direction of the CEO, which is not cured, if curable, within ten (10) days of written notice thereof;
(b) Employee’s indictment for, conviction of (or pleading guilty or nolo contendere in respect of) a felony or any lesser offense involving dishonesty, fraud or moral turpitude;
(c) willful misconduct or material breach of the Company’s Code of Conduct or similar written policies, with regard to the Company, any of its affiliates, or any employees, officers or directors thereof or in connection with performance of Employee’s duties, including theft, fraud, dishonesty or breach of fiduciary duty with regard to the Company or its Affiliates or in connection with Employee’s duties;
 
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(d) willful misconduct unrelated to the Company or its affiliates having, or likely to have, a material negative impact on the Company (economically or reputation -wise) in the good faith opinion of the CEO;
(e) material breach by Employee of any of the provisions of this Agreement which (if curable) is not cured within ten (10) days of written notice; or
(f) as provided in Section 12.1 hereof.
6.5 Good Reason Defined . For purposes of this Agreement, the term “ Good Reason ” shall mean, without Employee’s prior written consent:
(a) any significant diminution in the Employee’s responsibilities, authorities or duties, or reporting lines;
(b) any material reduction in Employee’s salary or target bonus opportunity percentage of Base Salary;
(c) a relocation of Employee’s office by more than fifty (50) miles from its then location; or;
(d) any material breach by the Company of this Agreement;
provided , that , in each case, any resignation for Good Reason requires notice by Employee to the Company within sixty (60) days of the initial occurrence of such Good Reason event stating such specific facts and circumstances and the Company shall have an opportunity to cure such circumstances (if curable) within thirty (30) days of receipt of such notice. For the avoidance of doubt, Good Reason shall not exist hereunder unless and until the thirty-day cure period following receipt by the Company of Employee’s written notice expires and the Company shall not have cured such circumstances, and in such case Employee’s employment shall terminate for Good Reason on the day following expiration of such thirty-day cure period.
6.6 Conditions to Payment . All payments and benefits due to Employee under Sections 6.1 and 6.2 hereof which are not otherwise required by law shall only be payable if Employee (or Employee’s beneficiary or estate) delivers to the Company and does not revoke (under the terms of applicable law) a general release of all claims in be substantially the form annexed hereto as Exhibit C , including exceptions thereto for amounts due under the applicable provision of this Section 6 and rights to indemnification and directors and officers liability insurance coverage). Such release shall be executed and delivered (and no longer subject to revocation) within sixty (60) days following termination. The Company shall tender such release to Employee within seven (7) days after termination. Failure to timely execute and return such release or revocation thereof shall be a waiver by Employee of Employee’s right to severance. In addition, severance shall be conditioned on Employee’s compliance with Section 8 hereof (excluding inadvertent and de minimis violations that are promptly cured upon notice to Employee).
 
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6.7 No Other Severance . Employee hereby acknowledges and agrees that, other than the severance payment described in this Section 6 , upon termination, Employee shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise. Employee shall in all cases be entitled to continued rights to indemnification and directors and officers insurance coverage while potential liability exists during and after employment.
7. Reimbursement of Expenses . The Company shall reimburse the Employee for reasonable expenses actually incurred by the Employee in connection with the business and affairs of the Company and the performance of Employee’s duties hereunder, upon presentation of proper receipts or other proof of expenditure and in accordance with the guidelines and limitations established by the Company from time to time. Such reimbursement shall be made promptly upon presentation of reports and proper documentation but in any event prior to the end of the calendar year following the calendar year in which incurred. The Company shall pay or reimburse the Employee’s legal fees and expenses incurred in connection with this Agreement and related documents up to $25,000 promptly upon submission of invoices.
8. Restrictions on Activities of the Employee .
8.1 Non-Competition . During employment and for the one (1) year period commencing on the date Employee’s employment with the Company ends, other than on behalf of the Company, Employee will not directly or indirectly engage in the “Business” (as defined hereto) in the United States or Puerto Rico and any other country in which Company or any of its Affiliates engages in such Business (whether alone, as a partner, joint venture, officer, director, employee, consultant or investor of any other entity), including but not limited to any activity that is competitive with such business or that involves (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of any product, institution or service. Executive also covenants and agrees that during such two-year (2 year) period, Executive will not (other than in the performance of Executive’s duties under this Agreement) join or participate with any person who is, or hereafter at any time is engaged by Company or any of its Affiliates as an officer, performer or independent contractor in the conduct of any business, corporation, partnership, firm or enterprise competing with the business of Company or any of its affiliates. For purposes of this section, “Business” means any and all forms of media, communication and entertainment, including, without limitation, television, radio, the internet (including e-services and e-commerce), music, movies, theater, print and visual/audio entertainment via all methods of delivery whether now known or hereafter developed or conceived. If Employee wishes to provide consulting services or investment banking services, which activity may result in a breach of this Section 8, Employee may request in writing that the Board provide a waiver of such potential breach, which waiver shall specify the entity to which the Employee would render services, and the nature of the services to be provided by Employee. Notwithstanding anything to the contrary, Employee shall not seek a waiver to provide services to (A) a company that is primarily focused on the Hispanic media market, including but not limited to, Telemundo, TV Azteca, MundoFox and Yahoo! En Espanol, or (B) Comcast and any of its subsidiaries and affiliates. The Board shall consider
 
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Employee’s request in its good faith discretion and notify the Employee of its determination within thirty (30) days following the Board’s receipt of Employee’s written request. Notwithstanding anything herein to the contrary, the Employee may hold passive investments in any enterprise if such investment constitutes less than five percent (5%) of the equity of such enterprise. The foregoing shall not create any exception to the requirement to devote Employee’s entire business time to the performance of Employee’s duties while employed hereunder.
8.2 Non-Solicitation . Employee covenants and agrees that during employment and for a period of one (1) year after the termination of Employee’s employment under this Agreement, Employee shall not directly or indirectly influence or attempt to influence or solicit present or future employees, performers or independent contractors of the Company or any of its affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company or such affiliates or assist any other person to do so. Employee covenants and agrees that during employment and for a period of one (1) year following the date of termination of Employee’s employment, Employee shall not directly or indirectly hire any employees of the Company or any of its subsidiaries or assist any other person in doing so. The restrictions in this Section 8.2 shall not apply to with regard to (i) general solicitations that are not specifically directed to employees of the Company or any affiliate (but the restrictions shall still apply to the hiring of any person who responds to such general solicitation), (ii) serving as a reference at the request of an employee or (iii) actions taken in the good faith performance of Employee’s duties for the Company.
8.3 Confidentiality . Employee shall not, during the Employment Period, except in the good faith performance of his duties to the Company, or at any time thereafter directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors and employees of the Company or use or otherwise exploit for Employee’s own benefit or for the benefit of anyone other than the Company, any Confidential Information (as defined below). Employee shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law; provided , however , that in the event disclosure is required by applicable law, Employee shall provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. Promptly upon termination, for any reason, of Employee’s employment with the Company, Employee agrees to deliver to the Company all property and materials within Employee’s possession or control which belong to the Company or any of its subsidiaries or affiliates or which contains Confidential Information. Notwithstanding the foregoing, Employee shall be permitted to retain Employee’s rolodex and similar address books, including those in electronic form, to the extent that they only contain contact information provided that he provides a copy thereof to the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be construed to prohibit Employee from reporting possible violations of federal or state laws or regulations to any governmental agency or self-regulatory organization, or making other disclosures that are protected under whistle blower or other provisions of any federal or state law or regulation. Employee does not need the prior authorization of the Company to make any such reports or disclosures and Employee is not required to notify the Company that he made such reports or disclosures.
 
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“ Confidential Information ” means any information with respect to the Company or any of its subsidiaries and affiliates, including methods of operation, customer lists, products, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters; provided , that , there shall be no obligation hereunder with respect to, information that (i) is generally available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, or (iii) is required to be disclosed by law, court order or other legal process and Employee gives the Company prompt written notice of the receipt thereof and the opportunity to seek a protective order.
8.4 Assignment of Inventions . Employee agrees that during employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Employee may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company’s strategic plans, products, processes or apparatus or the Business (collectively, “ Inventions ”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Employee or any of Employee’s assignees. Regardless of the status of Employee’s employment by the Company, Employee and Employee’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during employment with the Company.
Whether during or after the Employment Period, Employee further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Employee’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of Employee’s physical or mental incapacity, or for any other reason whatsoever, Employee irrevocably designates and appoints the Secretary of the Company as Employee’s attorney-in-fact to act on Employee’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.
8.5 Return of Company Property . Within twenty (20) days following the date of any termination of Employee’s employment (with reasonable extensions for death or Disability terminations) and as a condition of any severance payments and benefits provided herein, Employee or Employee’s personal representative shall return all property of the Company and subsidiaries in Employee’s possession, including but not limited to all Company-owned computer equipment (hardware and software), telephones, facsimile machines, palm pilots and other communication devices, credit cards, office keys, security access cards, badges,
 
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identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its subsidiaries, its customers and clients or its prospective customers and clients. Anything to the contrary notwithstanding, the Employee shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such papers or materials are not related to the business and do not include confidential information, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, provided that such papers or materials are not related to the business and do not include confidential information, and provided further that only copies of personal diaries, calendars and rolodexes may be taken and the originals shall be left with the Company, , or except as provided in Section 8.3 hereof, (ii) information showing Employee’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Employee’s employment, or termination thereof, with the Company which he received in Employee’s capacity as a participant.
8.6 Resignation as an Officer and Director . On or immediately following the date of any termination of Employee’s employment, and as a condition of receiving severance hereunder, Employee shall submit to the Company in writing Employee’s resignation to the extent applicable, if any, as (i) an officer of the Company and of all subsidiaries, (ii) a member of the Board and of the board of directors of all subsidiaries and (iii) as a fiduciary of any benefit plan.
8.7 Cooperation . During and following the Employment Period, Employee shall give Employee’s reasonable assistance and cooperation willingly, upon reasonable advance notice (which shall include due regard to the extent reasonably feasible for Employee’s prior commitments), in any matter relating to Employee’s position with the Company and its subsidiaries, or Employee’s knowledge as a result thereof as the Company may reasonably request, including Employee’s attendance and truthful testimony where deemed appropriate by the Company, with respect to any investigation or the Company’s (or a subsidiary’s) defense or prosecution of any existing or future claims or litigations or other proceeding relating to matters in which he was involved or had knowledge by virtue of Employee’s employment with the Company (other than any matter adverse to Employee). In any event, any request of such cooperation following the termination of employment shall take into account Employee’s other personal and business commitments to the extent reasonably feasible. The Company will reimburse Employee for reasonable travel costs and expenses incurred by him (in accordance with Company policy) as a result of providing such assistance, upon the submission of the appropriate documentation to the Company. Additionally, while employed and for two (2) years thereafter Employee agrees to promptly inform the Company if Employee becomes aware of any claims or litigations involving the Company or any subsidiary that may be filed or threatened against the Company or any subsidiary relating to his employment period that he believes in good faith the Company is not already aware of. Employee also agrees to promptly inform the Company (to the extent Employee is legally permitted to do so) during his employment and for two years thereafter if Employee is asked to assist in any investigation of the Company or any subsidiary or any of their actions related to his employment period, regardless of whether a lawsuit or other proceeding has then been filed with respect to such investigation, and shall not so assist unless legally required to do so, or as otherwise authorized by the Company in writing.
 
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8.8 Non-Disparagement . During the Employment Period and for two (2) years thereafter, (a) Employee agrees not to disparage or encourage or induce others to disparage the Company, any subsidiary or Parent or any of their past and present employees, officers, directors, products or services and (b) the Company and its Affiliates formally and their executive officers and members of the Parent Board shall not disparage or encourage or induce others to disparage Employee. For purposes of this Agreement, the term “disparage” includes, without limitation, comments or statements to the press, to the Company’s, subsidiary’s or parent’s employees or to any individual or entity with whom the Employee, the Company, any subsidiary or Parent has a business relationship (including, without limitation, any vendor, supplier, customer or distributor), or any public statement, that would adversely affect in any manner, as applicable: (i) the conduct of any business of the company, any subsidiary or Parent (including, without limitation, any business plans or prospects), or Employee’s employment or potential employment or (ii) the business reputation of the Employee, the Company, any subsidiary or parent. Notwithstanding the foregoing, nothing in this Section 8.8 shall prevent any of the foregoing from (x) making any truthful statement to the extent, but only to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over the Employee, (y) making normal competitive statements during any period after the limitations in Section 8.1 cease to apply or (z) rebutting false or misleading statements of others.
8.9 Survival . This Section 8 shall survive any termination or expiration of this Agreement or employment of Employee.
9. Remedies . It is specifically understood and agreed that any breach of the provisions of Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by Employee and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without bond and without liability should such relief be denied, modified or violated and in the event of a violation (excluding inadvertent and de minimis violations that are promptly cured upon notice to Employee) the Company may cease making any severance payments being made hereunder and, if such breach occurs during the first twelve (12) months after the termination of employment, the Company shall be entitled to recover any severance payments, beyond one month’s Base Salary, made prior thereto.
10. Severable Provisions . The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. In the event that a court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.
 
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11. Notices . All notices hereunder, to be effective, shall be in writing and shall be deemed effective when delivered by hand or mailed by (a) certified mail, postage and fees prepaid, or (b) nationally recognized overnight express mail service, as follows:
If to the Company:
Univision Communications Inc.
605 Third Avenue
New York, New York 10158
Fax: (212) 937-3901
Attention: Office of the General Counsel – Employment
With copies to (which shall not constitute notice):
Bob Llamas, EVP, Chief Human Resources Officer
605 Third Avenue, 12th Floor
New York, New York 10158
Fax: (917) 720-9018
If to Employee:
The last address shown on records of the Company
or to such other address as a party may notify the other pursuant to a notice given in accordance with this Section 11 .
12. Miscellaneous .
12.1 Employee Representation . Employee hereby represents to the Company that the execution and delivery of this Agreement by Employee and the Company and the performance by Employee of Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene, or be prevented, interfered with or hindered by, the terms of any employment agreement or other agreement or policy to which Employee is a party or otherwise bound. To the extent this representation and warranty is not materially true and accurate, it shall be treated as a Cause event and the Company may terminate Employee for Cause or not permit Employee to commence employment. Subject to Employee’s fiduciary duties and duty of loyalty to the Company, the Company acknowledges that Employee is subject to forfeiture under equity arrangements of his previous employer if he takes certain actions and acknowledges that Employee will not be taking any actions that could result in such forfeitures. Employee represents that he will not use or disclose any confidential information obtained by Employee in connection with Employee’s former employment and the Company represents that it shall not ask Employee’s to use or disclose such confidential information during the course of Employee’s employment with the Company.
12.2 Entire Agreement; Amendment . Except as otherwise expressly provided herein and as further set forth in the grant agreement of any equity awards, this Agreement constitutes the entire Agreement between the parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements, including, without limitation, the Prior Agreement, whether written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.
 
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12.3 Assignment and Transfer . The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and any successor in interest to the Company who acquires all or substantially all of the Company’s assets and, if through assignment, assumes the Agreement. Neither this Agreement nor any of the rights, duties or obligations of Employee shall be assignable by Employee, nor shall any of the payments required or permitted to be made to Employee by this Agreement be encumbered, transferred or in any way anticipated, except as required by applicable laws. All rights of Employee under this Agreement shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, estates, executors, administrators, heirs and beneficiaries.
12.4 Waiver of Breach . A waiver by either party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party.
12.5 Withholding . The Company shall be entitled to withhold from any amounts to be paid or benefits provided to the Employee hereunder any federal, state, local or foreign withholding, FICA contributions, or other taxes, charges or deductions which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.
12.6 Code Section 409A .
(a) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder to the extent applicable (collectively “ Code Section 409A ”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. The Executive acknowledges that under the tax laws he and not the Company is liable for any additional tax, interest or penalties that may be imposed under Code Section 409A.
(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 12.6(b) or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of
 
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Employee, and (ii) the date of Employee’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 12.6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(c) (i) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.
(d) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
12.7 Arbitration . If any contest or dispute arises between the parties with respect to this Agreement or Employee’s employment or termination thereof, other than injunctive and equitable relief with regard to Section 9 hereof, such contest or dispute shall be submitted to binding arbitration for resolution in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association (“ AAA ”) then in effect. The decision of the arbitrator shall be final and binding on the parties and may be entered in any court of applicable jurisdiction. The parties shall bear their own legal fees in any arbitration and shall split the fees of the AAA and the arbitrator.
12.8 Governing Law . This Agreement shall be construed under and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof.
12.9 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.
 
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Roberto Llamas	
Name:	 	Roberto Llamas	
Title:	 	Executive Vice President, Human Resources	
	
EMPLOYEE:	
	
/s/ Francisco J. Lopez-Balboa	
Francisco J. Lopez-Balboa	
 
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EXHIBIT A
BROADCASTING MEDIA PARTNERS, INC.
2010 E QUITY I NCENTIVE P LAN
N OTICE OF S TOCK O PTION G RANT
[SEE ATTACHED]

EXECUTION VERSION
BROADCASTING MEDIA PARTNERS, INC.
2010 E QUITY I NCENTIVE P LAN
N OTICE OF S TOCK O PTION G RANT

Participant:	  	Francisco J. Lopez-Balboa	
		
Number of Shares Subject to Option :	  	13,755 shares of Common Stock, par value $0.001 per share ( “Shares” ) of Broadcasting Media Partners, Inc. (the “Company” ).	
		
Type of Option :	  	Nonqualified Stock Option	
		
Exercise Price Per Share :	  	$592.00	
		
Grant Date :	  	May 7, 2015	
		
Vesting Commencement Date :	  	May 7, 2015	
		
Date Exercisable :	  	This Option shall become exercisable for Shares or Restricted Stock as provided in Section 2(a) or Section 2(e) of this Option Award Agreement.	
		
Vesting Schedule :	  	The Shares subject to this Option shall vest as follows:	
		
	  	One-third (33  1 ⁄ 3 %) of the Shares shall vest on each of the first three anniversaries of the Vesting Commencement Date noted above (each such date a “Vesting Date” ); provided Participant’s Service has not terminated prior to the applicable Vesting Date and the vesting of any Shares has not been accelerated as provided below. If a fraction of a Share is scheduled to vest on a Vesting Date, then a whole Share shall vest in lieu thereof, and a corresponding adjustment shall be made to the remainder of the Shares scheduled to vest such that no fractional Shares are subject to vesting.	
		
Additional Vesting Terms :	  	The vesting requirement with respect to the Shares shall be deemed to be satisfied upon the Participant’s termination of employment with Univision Communications Inc. and its subsidiaries and affiliates (“ Univision ”) without Cause (other than by reason of the Participant’s death or Permanent Disability) or resignation for Good Reason, in each case within two (2) years after a Change of Control.	
		
	  	Upon the Participant’s termination of employment with Univision by reason of his death or Permanent Disability, the Participant shall be deemed to have satisfied the vesting requirement as to a pro rata portion (based on the number of calendar days during the year through such date of termination divided by 365) of the Shares subject to the Option that are next eligible to satisfy such vesting requirement.	
		
	  	If the Participant’s employment with Univision is terminated for Cause, the Company shall have the right to purchase any Shares acquired pursuant to the exercise of this Option at the lesser of the Participant’s cost or the Fair Market Value of such Shares; provided , however , that if this Option would be subject to California law (as provided in Section 2(d) of the Agreement), such Company purchase right shall be subject to the additional requirements with respect to Options subject to California law set forth in	

			
	  	Section 9(c) of the Agreement; provided , further , that such Company purchase right shall expire upon an Initial Public Offering. If the Participant resigns after an inquiry by the Company as to the existence of Cause has been initiated and Cause existed as of the date of such resignation, this Option shall not be exercisable and the Company shall have same right to purchase any Shares acquired pursuant to the exercise of this Option as if the Participant’s employment had been terminated for Cause.	
		
Definitions:	  	Capitalized terms are defined in the Agreement and in the Plan to the extent not defined in this Notice.	
This Option is granted under and governed by the terms and conditions of Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “ Plan ”) and the Stock Option Agreement attached hereto as Exhibit A (the “ Agreement ”), both of which are hereby made a part of this document (the “ Notice ”).

BROADCASTING MEDIA PARTNERS, INC.	
		
By:	 	/s/ Roberto Llamas	
Name:	 	Roberto Llamas	
Title:	 	EVP-HR	

P ARTICIPANT	
		
Signature:	 	/s/ Francisco J. Lopez-Balboa	
Print Name:	 	Francisco J. Lopez-Balboa	

EXHIBIT A
Broadcasting Media Partners, Inc.
2010 Equity Incentive Plan
Option Award Agreement
 
SECTION 1.	GRANT OF OPTION	
 
 	(a)	Option . On the terms and conditions set forth in this Agreement and the Notice of Stock Option Grant referencing this Agreement (the “ Notice ”), Broadcasting Media Partners, Inc. (the “ Company ”) hereby grants to the Participant an option under the terms set forth in the Notice (the “ Option ”) pursuant to and in accordance with the terms of the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “ Plan ”). Each Notice, together with this referenced Agreement, shall be a separate award governed by the terms of this Agreement and the Plan. This Agreement shall apply both to this Option and to the Shares acquired upon the exercise of this Option.	
 
 	(b)	Adjustment of Award . The number of Shares subject to this Option is subject to adjustment following the occurrence of certain events affecting the Company, as provided in Section 10 of the Plan.	
 
 	(c)	Equity Incentive Plan and Defined Terms . This Option is granted under and subject to the terms of the Plan. Capitalized terms are defined in the Notice and in the Plan to the extent not defined in this Agreement.	
 
SECTION 2.	RIGHT TO EXERCISE	
 
 	(a)	General . Subject to the conditions set forth in this Agreement, all or part of this Option may be exercised by the Participant (or in the case of the Participant’s death or Permanent Disability, the Participant’s representative) to the extent it has vested; provided , that , the Company shall have the right not to deliver Shares upon the exercise of this Option if, after the exercise of this Option, the Participant’s Service is terminated for Cause or the Participant resigns after an inquiry as to whether Cause exists has been initiated and Cause existed as of the date of such resignation.	
 
 	(b)	Vesting . Subject to the conditions set forth in this Agreement, this Option shall vest at the time or times set forth in the Notice.	
 
 	(c)	Expiration . This Option shall expire on the earliest to occur of the following: (i) the tenth (10th) anniversary of the date of grant; (ii) ninety (90) days following termination of Participant’s Service for any reason other than death, Permanent Disability, or Cause; (iii) one (1) year following termination of Participant’s Service due to death or Permanent Disability; and (iv) immediately on the date Participant’s Service terminates for Cause. Subject to Section 2(e), the Participant (or in the case of the Participant’s death or Permanent Disability, the Participant’s representative) may exercise all or part of this Option at any time before its expiration under the preceding sentence, but only to the extent that this Option has vested on or before the date the Participant’s Service terminates. When the Participant’s Service terminates, this Option shall expire immediately with respect to the number of Shares for which this Option is not yet vested.	

 	(d)	Expiration if Option is Subject to California Law . Notwithstanding anything to the contrary, if this Option would be subject to Section 25110 of the California Corporations Code or any successor law but for the exemption contained in Section 25102(o) of the California Corporations Code (or any successor law), as provided under Appendix I of the Plan, this Option shall expire on the earliest to occur of the following: (i) the tenth (10th) anniversary of the date of grant; (ii) ninety (90) days following termination of Participant’s Service for any reason other than death, Permanent Disability, or Cause; (iii) one (1) year following termination of Participant’s Service due to death or Permanent Disability; and (iv) immediately on the date Participant’s Service terminates for Cause. Subject to Section 2(e), the Participant (or in the case of the Participant’s death or Permanent Disability, the Participant’s representative) may exercise all or part of this Option at any time before its expiration under the preceding sentence, but only to the extent that this Option has vested on or before the date the Participant’s Service terminates. When the Participant’s Service terminates, this Option shall expire immediately with respect to the number of Shares for which this Option is not yet vested.	
 
 	(e)	Exercisable for Restricted Stock : With the consent of the Committee, to be provided in its sole discretion, this Option may be exercised for Restricted Stock that has the same vesting requirements as this Option and such other restrictions as determined by the Committee and as set forth in a Restricted Stock Award Agreement to be provided by the Company. As a condition to exercising this Option for Restricted Stock, the Participant shall execute a Restricted Stock Award Agreement.	
 
SECTION 3.	EXERCISE PROCEDURES	
 
 	(a)	Notice of Exercise . The Participant (or, if applicable the Participant’s representative) may exercise this Option by giving written notice to the Company specifying the election to exercise this Option, the number of Shares for which it is being exercised and the form of payment. Schedule 1 is an example of a “Notice of Exercise”. The Notice of Exercise shall be signed by the person exercising this Option. In the event that this Option is being exercised by the Participant’s representative, the notice shall be accompanied by proof (satisfactory to the Committee) of the representative’s right to exercise this Option. The Participant or the Participant’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 4 hereof for an amount equal to the Exercise Price (as set forth in the Notice) multiplied by the number of Shares with respect to which this Option is being exercised (the “ Purchase Price ”).	
 
 	(b)	Issuance of Shares . After receiving a proper notice of exercise and subject to the terms of the Plan, the Notice and this Agreement, the Company shall cause to be issued a certificate or certificates for the Shares as to which this Option has been exercised, registered in the name of the person exercising this Option; provided that prior to the delivery of the Shares, the Participant enters a joinder to the Stockholders Agreement, or such other agreement in a form and substance satisfactory to the Company.	
 
 	(c)	Withholding Requirements . The Company may withhold any tax (or other governmental obligation) as a result of the exercise of this Option, as a condition to the exercise of this Option, and the Participant shall make arrangements satisfactory to the Company to enable it to satisfy all such withholding requirements. The Participant shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased pursuant to the exercise of this Option.	
 
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 	(d)	Legend . The Company shall cause to be issued a certificate or certificates for the Shares purchased pursuant to the exercise of this Option registered in the name of the Participant. Unless otherwise determined by the Company, such certificate shall bear the following legend:	
“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT BETWEEN THE RECORD HOLDER OF THE SHARES OF STOCK REPRESENTED BY THE CERTIFICATE AND THE ISSUER. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE.”
 
SECTION 4.	PAYMENT FOR SHARES	
 
 	(a)	Cash or Check . All or part of the Purchase Price may be paid in cash or personal check.	
 
 	(b)	Alternative Methods of Payment . All or any part of the Purchase Price and any applicable withholding requirements may be paid by one or more of the following methods:	
 
 	i.	Surrender of Shares . At the sole discretion of the Committee, by surrendering of Shares then owned by the Participant; provided that such action would not cause the Company or any Subsidiary to recognize a compensation expense (or additional compensation expense) with respect to the applicable Option for financial reporting purposes, unless the Committee consents thereto. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date of the applicable exercise of this Option.	
 
 	ii.	Net Exercise . At the sole discretion of the Committee prior to an Initial Public Offering or, at the election of the Participant after an Initial Public Offering, by reducing the number of Shares otherwise deliverable pursuant to this Option by the number of such Shares having a Fair Market Value on the date of exercise equal to the Purchase Price (and if applicable, such required withholding).	
 
 	iii.	Exercise/Sale . At the sole discretion of the Committee prior to an Initial Public Offering or, at the election of the Participant after an Initial Public Offering, by delivering (on a form prescribed by the Company) an irrevocable direction (i) to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company, or (ii) to pledge Shares to a securities broker or lender approved by the Company as security for a loan, and to deliver all or part of the loan proceeds to the Company, in each case in payment of all or part of the Purchase Price and any withholding requirements.	
Should the Committee exercise its discretion, as applicable, to permit the Participant to exercise this Option in whole or in part in accordance with this Subsection (b) above, it shall have no obligation to permit such alternative exercise with respect to the remainder of this Option or with respect to any other Option to purchase Shares held by the Participant.
 
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SECTION 5.	TRANSFER OR ASSIGNMENT OF OPTION.	
This Option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) other than by will or the laws of descent and distribution and shall not be subject to sale under execution, attachment, levy or similar process.
 
SECTION 6.	SHAREHOLDER RIGHTS.	
 
 	(a)	Stockholders Agreement . As a condition to the issuance of any Shares purchased upon exercise of this Option hereunder, the Participant shall enter into and execute a joinder to the Stockholders Agreement or such other agreement in a form and substance satisfactory to the Company.	
 
 	(b)	Rights as Shareholder . Until such time as the Shares acquired upon exercise of this Option are repurchased by the Company in accordance with the terms of this Agreement, the Participant (or any successor in interest) shall have all the rights of a shareholder (including dividend and liquidation rights) with respect to such Shares. For the avoidance of doubt, the Participant shall have no rights as a stockholder with respect to the Shares underlying this Option until such Shares have been issued pursuant to the terms of this Agreement.	
 
 	(c)	Voting Rights . The Participant hereby appoints each Principal Investor as its proxy to vote the Shares acquired upon exercise of this Option, whether at a meeting or by written consent in accordance with the provisions of Section 2 of the Stockholders Agreement (whether or not the Participant is required by the Company to execute a joinder to the Stockholders Agreement). The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Notwithstanding the above, this paragraph 6(c) shall cease to apply as to any such Shares upon the termination of the Stockholders Agreement as to such Shares.	
 
SECTION 7.	SECURITIES LAW ISSUES.	
 
 	(a)	Securities Not Registered . The Shares acquired upon exercise of this Option have not been registered under the Securities Act. Any Shares acquired upon exercise of this Option are being issued to the Participant in reliance upon either (i) the exemption from such registration provided by Rule 701 promulgated under the Securities Act for stock issuances under compensatory benefit plans such as the Plan or (ii) the exemption for grants made to executive officers of the Company (or one of its Affiliates or Subsidiaries) under Section 4(2) and Regulation D of the Securities Act.	
 
 	(b)	Participant Representations . The Participant hereby confirms that he or she has been informed that the Shares acquired upon exercise of this Option are “restricted securities” under the Securities Act which may not be resold or transferred unless they are first registered under the Securities Act or unless an exemption from such registration is available. Accordingly, the Participant hereby represents and acknowledges as follows:	
 
 	i.	The Shares are being acquired for investment, and not with a view to sale or distribution thereof; and	
 
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 	ii.	The Participant is prepared to hold the Shares for an indefinite period and is aware that Rule 144 promulgated under the Securities Act (which exempts certain resales of securities) is not presently available to exempt the resale of the Shares from the registration requirements of the Securities Act.	
 
 	(c)	Registration . The Company may, but shall not be obligated, to register or qualify the Shares under the Securities Act or any other applicable law, except, solely with respect to Participants who are signatories to or have executed a joinder with respect to the Registration Rights Agreement, as required under the Registration Rights Agreement.	
 
 	(d)	Market Stand-Off . In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, the Participant hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such public offering restricting such Participant’s right to (a) Transfer, directly or indirectly, any Shares acquired under this Agreement or any securities convertible into or exercisable or exchangeable for such Shares or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Shares acquired under this Agreement, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (as defined in the Stockholders Agreement) (or a majority of the shares of Common Stock if there are no Principal Investors remaining) with the underwriter(s) of such public offering (the “ Principal Lock-Up Agreement ”); provided , however , that the Participant shall not be required by this Section 7(d) to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to: (a) Transfers to Permitted Transferees of the Participant permitted in accordance with the terms of this Agreement, (b) conversions of Shares into other classes of Shares or securities without change of Participant and (c) during the period preceding the execution of the underwriting agreement, Transfers to a charitable organization, described by Section 501(c)(3) of the Code, permitted in accordance with the terms of the Stockholders Agreement.	
 
 	(e)	Additional Restrictions . The Shares are subject to such additional restrictions as are set forth in the Stockholders Agreement and any employment or consulting agreement between the Participant and the Company or any Subsidiary or Affiliate, as well as such other restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions), that in the judgment of the Company, are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.	
 
 	(f)	Participant Undertaking . The Participant agrees to take whatever additional actions and execute whatever additional documents that the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Shares pursuant to the provisions of this Agreement or to comply with applicable laws.	
 
SECTION 8.	TRANSFER OF SHARES	
 
 	(a)	General Rule . Other than as set forth herein, the Shares acquired upon exercise of this Option may not be transferred to any person other than to the Company or to a Permitted Transferee	
 
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 	in accordance with the terms of the Stockholders Agreement (whether or not the Participant has executed a joinder to the Stockholders Agreement) or any other applicable agreement entered into by the Company and the Participant. Notwithstanding the above, this Section 8(a) shall cease to apply as to any Shares acquired upon exercise of this Option upon an Initial Public Offering, subject to the Stockholders Agreement or any other applicable agreement entered into by the Company and the Participant.	
 
 	(b)	Transferee Obligations . If the Shares acquired upon exercise of this Option are transferred to a Permitted Transferee, such Permitted Transferee must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement to the same extent such Shares would be so subject if retained by the Participant.	
 
 	(c)	Drag-Along Rights . The Shares acquired upon exercise of this Option shall be subject to the Drag-Along Rights as set forth in Sections 4.2 and 4.3 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Sections 4.2 and 4.3 of the Stockholders Agreement to apply mutatis mutandis to this Agreement. The Participant shall be deemed to have appointed each member of the Principal Investors, with full power of substitution, as the Participant’s true and lawful representative and attorney-in-fact, in such Participant’s name, place and stead, to execute and deliver any and all agreements that the members of the Principal Investors reasonably believe are consistent with the purposes of Sections 4.2 and 4.3 of the Stockholders Agreement. The foregoing power of attorney is coupled with an interest sufficient in law to support an irrevocable power and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participant.	
 
 	(d)	Tag-Along Rights . The Shares shall be subject to the Tag-Along Rights as, and to the extent, set forth in Section 4.1 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Section 4.1 of the Stockholders Agreement to apply mutatis mutandis to this Agreement.	
 
 	(e)	Additional Shares or Substituted Securities . In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares acquired upon exercise of this Option or into which such Shares thereby become convertible shall immediately be subject to this Section 8.	
 
SECTION 9.	CALL RIGHT	
 
 	(a)	Call Right . If the Participant’s Service with the Company ceases for any reason, the Company shall have the right (but not an obligation) to call any Shares acquired upon exercise of this Option.	
 
 	(b)	Exercise Notice . In the event the Company wishes to exercise its Call Right, the Company shall notify the Participant (or any Permitted Transferee to whom the Shares have been transferred) by written notice that the Company has elected to exercise such right, and the number of Shares with respect to which the right is being exercised.	
 
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 	(c)	Execution of Call . The closing of any purchase and sale pursuant to the Call Right shall take place at the principal office of the Company as soon as reasonably practicable and in no event later than thirty (30) days after the date of the Company’s exercise notice described in Section 9(b) or at such other time and location as the parties to such purchase may mutually determine; provided , however , that if this Option would be subject to California law, as provided in Section 2(d) of this Agreement, the closing of any purchase and sale pursuant to the Call right shall in no event take place later than ninety (90) days after the date of termination of the Participant’s Service.	
 
 	(d)	Purchase Price . If the Company exercises the Call Right, the Participant shall sell, and shall cause any Permitted Transferee to whom Shares acquired pursuant to exercise of this Option have been transferred to sell (and such Permitted Transferee shall sell), to the Company all of the Shares subject to the Call Right and the Company shall purchase each such Share for its Fair Market Value on the date of the issuance of the Company’s exercise notice pursuant to Section 9(b), except (i) in the event of a termination of the Participant’s employment by the Company for Cause, or (ii) by the Participant’s resignation after an inquiry by the Company as to the existence of Cause has been initiated and Cause existed as of the date of such resignation, the purchase price for each Share shall be the lesser of the amount paid by the Participant or such Fair Market Value. The Company shall make commercially reasonable efforts, as determined by the Board of Directors in good faith, to pay all or any portion of the repurchase price in cash. However, if the Company cannot make all or any portion of the payment in cash it shall issue a promissory note with a principal amount equal to the amount of the repurchase price which was not paid in cash (e.g., the full amount or a portion thereof, as applicable), on which interest will accrue on the principal thereof at a rate equal to the prime rate and the principal, together with the interest thereon, will become due and payable, to the extent commercially reasonable (as determined by the Board of Directors), in three equal annual installments, payable on the first, second and third anniversaries of the date of issuance thereof.	
 
 	(e)	Lapse of Rights . The Call Right shall lapse upon an Initial Public Offering.	
 
 	(f)	Additional Shares or Substituted Securities . In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares subject to the Call Right or into which such Shares thereby become convertible shall immediately be subject to this Section 9.	
 
 	(g)	Termination of Rights as Shareholder . If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 9, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.	
 
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SECTION 10.	MISCELLANEOUS PROVISIONS	
 
 	(a)	No Retention Rights . Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary or Affiliate employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.	
 
 	(b)	Notification . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, or a nationally recognized overnight express mail service with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company.	
 
 	(c)	Entire Agreement . This Agreement, the Notice, the Plan, the Stockholders Agreement (or such other stockholders agreement entered into between the Company and the Participant) and any employment or consulting agreement between the Participant and the Company constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.	
 
 	(d)	Waiver . No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.	
 
 	(e)	Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be join herein and be bound by the terms hereof.	
 
 	(f)	Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.	
 
SECTION 11.	DEFINITIONS.	
 
 	(a)	“ Agreement ” shall mean this Option Award Agreement.	
 
 	(b)	“Call Right” shall mean the Call Right described in Section 9 of this Agreement.	
 
 	(c)	“ Common Stock ” shall mean the common stock, par value $0.001 per share, of the Company.	
 
 	(d)	“ Company ” shall have the meaning described in Section 1(a) of this Agreement.	
 
 	(e)	“ Company Securities ” shall mean Common Stock, or such other class or kind of shares or other securities resulting from an event described in Section 10 of the Plan.	
 
 	(f)	“ Good Reason ” shall mean either (i) a material reduction in base salary or (ii) a relocation of the Participant’s primary office at least fifty (50) miles farther from both the Participant’s then primary office location and the Participant’s then primary residence, provided the	
 
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 	Participant gives notice to the Company of a Good Reason event within thirty (30) days of the occurrence event, the Company does not cure such event within thirty (30) days of receipt of such notice and the Participant terminates employment within ten (10) days thereafter; provided, however, that if a Participant is a party to any employment or other agreement governing the provision of services to the Company or any Subsidiary or Affiliate, and such agreement defines “Good Reason” (or term of like import), “Good Reason” shall have the meaning given to such term (or term of like import) in such agreement.	
 
 	(g)	“ Initial Public Offering ” shall mean (i) “initial public offering” as defined in the Stockholders Agreement and (ii) Company Securities otherwise becoming traded on a national securities exchange.	
 
 	(h)	“ Liquidity Event ” shall mean any event whereby the holder of the underlying Shares would be entitled to the tag-along rights set forth in Sections 4.1 of the Stockholders Agreement and/or would be subject to the drag-along provisions set forth in Section 4.2 of the Stockholders Agreement, if such holder of the underlying Shares were a party to the Stockholders Agreement at the time of such event.	
 
 	(i)	“ Notice ” shall have the meaning described in Section 1(a) of this Agreement.	
 
 	(j)	“ Participant ” shall mean the person named in the Notice.	
 
 	(k)	“ Permanent Disability ” shall mean “Disability” as defined in any employment agreement between the Company and the Participant governing the provision of Service by the Participant to the Company and its Affiliates, and shall be interpreted in accordance with the procedures set forth therein, or in the absence of such an agreement, Permanent Disability shall mean the Participant’s absence from the full-time performance of the Participant’s duties with the Company for 180 consecutive days as a result of incapacity due to mental or physical illness, which is determined to be total and permanent by the Board of Directors, in its sole discretion.	
 
 	(l)	“ Permitted Transferee ” shall mean “permitted transferee” as defined in the Stockholders Agreement.	
 
 	(m)	“ Plan ” shall have the meaning described in Section 1(a) of this Agreement.	
 
 	(n)	“ Principal Investors ” shall mean the “principal investors” as defined in the Stockholders Agreement.	
 
 	(o)	“ Qualified Public Offering ” shall mean a “qualified public offering” as defined in the Stockholders Agreement.	
 
 	(p)	“ Registration Rights Agreement ” shall mean the Amended and Restated Participation, Registration Rights and Coordination Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc. and Certain Persons who will be stockholders of the Company, dated as of November 23, 2010, as may be amended from time to time.	
 
 	(q)	“ Share ” shall mean a share of Common Stock, or such other class or kind of shares or other securities resulting from the application of Section 10 of the Plan.	
 
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 	(r)	“ Stockholders Agreement ” shall mean the Amended and Restated Stockholders Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc., and Certain Stockholders of Broadcasting Media Partners, Inc., dated as of November 23, 2010, as may be amended from time to time.	
 
 	(s)	“ Transfer ” shall mean “transfer” as defined in the Stockholders Agreement.	
 
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SCHEDULE 1
FORM OF NOTICE OF EXERCISE
Broadcasting Media Partners, Inc.
[Address]
Attn: Corporate Secretary
To the Corporate Secretary:
I hereby exercise my stock option granted under the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “Plan”) and notify you of my desire to purchase the shares that have been offered pursuant to the Plan and related Option Agreement as described below.
I shall pay for the shares by delivery of a check payable to Broadcasting Media Partners, Inc. (the “Company”) in the amount described below in full payment for such shares plus all amounts required to be withheld by the Company under state, Federal or local law as a result of such exercise or shall provide such documentation as is satisfactory to the Company demonstrating that I am exempt from any withholding requirement.
This notice of exercise is delivered this      day of              (month)          (year).

No. Shares to be
Acquired	 	Type of Option	 	Exercise Price	 	Total	
	 	Nonstatutory	 		 		
Estimated Withholding	 		 		 		
	 		 	Amount Paid	 		

Very truly yours,	

Signature of Participant	
	
Participant’s Name and Mailing Address	

 	

Participant’s Social Security Number	

EXHIBIT B
BROADCASTING MEDIA PARTNERS, INC.
2010 E QUITY I NCENTIVE P LAN
R ESTRICTED S TOCK U NIT A WARD
[SEE ATTACHED]
 
Employee Initials FJL-B

EXECUTION VERSION
BROADCASTING MEDIA PARTNERS, INC.
2010 E QUITY I NCENTIVE P LAN
N OTICE OF R ESTRICTED S TOCK U NIT A WARD
Reference Number: 2013-A

		
Participant:	  	Francisco J. Lopez-Balboa	
		
Number of Units :	  	3,000	
		
Type of Award :	  	Restricted Stock Units	
		
Dividend Equivalents :	  	If dividends or other distributions are paid in respect of the Shares underlying the Units, then a dividend equivalent equal to the amount paid in respect of one Share shall accumulate and be paid with respect to each unvested Unit within fifteen (15) days following the date on which the unvested Unit vests.	
		
Date of Grant :	  	May 7, 2015	
		
Vesting Commencement Date :	  	May 7, 2015	
		
Vesting Schedule :	  	One-third (33  1 ⁄ 3 %) of the Units shall vest on each of the first three anniversaries of the Vesting Commencement Date (each such date a “ Vesting Date ”), provided Participant’s Service has not terminated prior to the applicable Vesting Date and the vesting of any Units has not been accelerated as provided below.	
		
Additional Vesting Terms :	  	The vesting requirement with respect to the Units shall be deemed to be satisfied upon the Participant’s termination of Service with Univision Communications Inc. and its subsidiaries and affiliates ( “Univision” ) without Cause or resignation for Good Reason, in each case within two (2) years after a Change of Control.	
		
	  	Upon the Participant’s termination of Service with Univision by reason of his or her death or Permanent Disability, the Participant shall be deemed to have satisfied the vesting requirement as to a pro rata portion (based on the number of calendar days during the year through such date of termination divided by 365) of the tranche of Units subject to this Award that are eligible to vest on the Vesting Date immediately following the date on which the Participant’s Service terminates.	
		
	  	In the event the Participant’s Service with the Company is terminated for Cause (as defined below) or the Participant resigns at a time when Cause existed (without regard to any applicable cure periods), all unvested Units shall be forfeited and any Shares previously issued in settlement of vested Units shall be forfeited and canceled for no consideration, except to the extent that the intent of the parties to permit such a forfeiture would be impermissible under California law (only if and to the extent that California Law is applicable) and provided further that the foregoing forfeiture provisions shall not apply after an Initial Public Offering. After an Initial Public Offering, if the Participant’s Service with the Company is terminated for Cause or the Participant resigns at a time when Cause	

			
 	  	existed (without regard to any applicable cure periods), then, upon the written demand of the
Company made within one (1) year after such termination (“Demand Notice”), the Executive
shall, within fifteen (15) days after receipt of the Demand Notice, (x) if Executive still owns all or
a portion of the Net Shares, notify the Company to forfeit and cancel such Net Shares still owned
for no consideration or (y) to the extent any Net Shares have been disposed of by Participant, pay
to the Company the Fair Market Value of such Net Shares on the date the Demand Notice was
given to Executive. “Net Shares” shall mean the total number of shares received with regard to
any RSUs after reducing such number for the number of shares used to cover withholding taxes
on the distribution or, if cash was paid by Participant for the withholding taxes, the number of
shares whose Fair Market Value at the time of such Demand Notice equaled the amount of taxes
withheld. The Company may, to the extent the Net Shares are no longer owned by the Participant,
offset the Fair Market Value of such Shares on the date of the Demand Notice against any
amounts otherwise owed to the Participant by the Company (whether as wages, or pursuant to any
benefit plan or other compensatory arrangement) provided that the foregoing shall only apply to
the extent legally permitted and in no event shall any amounts be offset against any nonqualified
deferred compensation within the meaning of Tax Code Section 409A. In addition, this Award
shall be subject to recoupment, forfeiture or similar requirements to the extent required by
applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section
954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and
regulations of the principal securities exchange or inter-dealer quotation service on which the
Common Stock is listed or quoted. Except as set forth above, the Units will be cancelled upon a
termination of Participant’s Service and the Participant shall forfeit any rights with respect
thereto.	
		
Settlement :	  	Units that become vested shall be settled within fifteen (15) days following the applicable Vesting Date by delivery of the Shares underlying the Unit.	
		
Withholding :	  	The Participant may elect to satisfy the minimum applicable tax withholding in connection with the settlement of Units by having Shares otherwise deliverable in such settlement, having a Fair Market Value (as defined in the Plan) equal to the amount of such withholding, withheld by the Company.	
		
Definitions :	  	“Cause” , “Change of Control” , and “Service” shall have the same meaning as set forth in the Plan. “Permanent Disability” and “Good Reason” shall have the same meaning as set forth in Section 8 of the Award Agreement.	
[Remainder of Page Intentionally Left Blank]

By signing your name below, you accept this Award and acknowledge and agree that this Award is granted under and governed by the terms and conditions of Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “ Plan ”) and the Restricted Stock Unit Award Agreement reference number 2013-A attached hereto, both of which are hereby made a part of this document and, in the event of a conflict between the terms of this Notice and the terms of the Plan, the terms of the Plan shall take precedence.

BROADCASTING MEDIA PARTNERS, INC.	
		
By:	 	/s/ Roberto Llamas	
Title:	 	EVP-HR	

P ARTICIPANT	
		
Signature:	 	/s/ Francisco J. Lopez-Balboa	
Print Name:	 	Francisco J. Lopez-Balboa	
[SIGNATURE PAGE TO RSU NOTICE]

Broadcasting Media Partners, Inc.
2010 Equity Incentive Plan
Restricted Stock Unit Award Agreement
Reference Number: 2013-A
SECTION 1. GRANT OF RESTRICTED STOCK UNIT AWARD.
(a) Award . On the terms and conditions set forth in this Agreement and each Notice of Restricted Stock Unit Award referencing this Agreement (the “ Notice ”), Broadcasting Media Partners, Inc. (the “ Company ”) hereby grants the Participant the Restricted Stock Units under the terms set forth in the Notice (the “ Units ”) pursuant to and in accordance with the terms of the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan (the “ Plan ”). Each Notice, together with this referenced Agreement, shall be a separate award governed by the terms of this Agreement and the Plan. This Agreement shall apply both to this Award and to the Shares issued in settlement thereof.
(b) Adjustment of Award . The number of Units subject to this Award is subject to adjustment following the occurrence of certain events affecting the Company, as provided in Section 10 of the Plan.
(c) Equity Incentive Plan and Defined Terms . The Units are granted under and subject to the terms of the Plan. Capitalized terms are defined in Section 8 of this Agreement and in the Plan.
SECTION 2. SECURITIES LAW ISSUES.
(a) Securities Not Registered . Neither the Units nor the underlying Shares have been registered under the Securities Act. To the extent any securities are deemed issued in respect of the Units, they are being issued to the Participant in reliance upon either (i) a registration of such securities under applicable securities laws or (ii) an exemption from registration under applicable securities laws.
(b) Participant Representations . The Participant hereby confirms that he or she has been informed that any securities issued pursuant to this Award are “restricted securities” under the Securities Act which may not be resold or transferred unless they are first registered under the Securities Act or unless an exemption from such registration is available. Accordingly, the Participant hereby represents and acknowledges as follows:
 
 	(i)	The Units and any Shares issued in settlement thereof are being acquired for investment, and not with a view to sale or distribution thereof;	
 
 	(ii)	The Participant is prepared to hold the Units and any Shares issued in settlement thereof for an indefinite period and is aware that Rule 144 promulgated under the Securities Act (which exempts certain resales of securities) is not presently available to exempt the resale of the Units and any Shares issued in settlement thereof from the registration requirements of the Securities Act.	
 
 	(iii)	The Participant is an “accredited investor” within the meaning of Rule 501(e) of Regulation D of the Securities Act by virtue of the Participant’s position with the Company, income, assets or otherwise.	
(c) Registration . The Company may, but shall not be obligated to, register or qualify the award of the Units or Shares issued in settlement thereof to the Participant under the Securities Act or any other applicable law, except, solely with respect to Participants who are signatories to or have executed a joinder with respect to the Registration Rights Agreement (with respect to the Shares issued in settlement of this Award), as required under the Registration Rights Agreement.
 
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(d) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s Initial Public Offering, the Participant hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such public offering restricting such Participant’s right to (a) Transfer, directly or indirectly, any Shares acquired under this Agreement or any securities convertible into or exercisable or exchangeable for such Shares or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Shares acquired under this Agreement, in each case to the extent that such restrictions are agreed to by the Majority Principal Investors (as defined in the Stockholders Agreement) (or a majority of the shares of Common Stock if there are no Principal Investors remaining) with the underwriter(s) of such public offering (the “ Principal Lock-Up Agreement ”); provided , however , that the Participant shall not be required by this Section 2(d) to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to: (a) Transfers to Permitted Transferees of the Participant permitted in accordance with the terms of this Agreement, (b) conversions of Shares into other classes of Shares or securities without change of Participant and (c) during the period preceding the execution of the underwriting agreement, Transfers to a charitable organization, described by Section 501(c)(3) of the Code, permitted in accordance with the terms of the Stockholders Agreement.
(e) Additional Restrictions. The Units and any Shares issued in settlement thereof are subject to such additional restrictions as are set forth in the Stockholders Agreement and any employment or consulting agreement between the Participant and the Company or any Subsidiary or Affiliate, as well as such other restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions), that in the judgment of the Company, are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.
(f) Participant Undertaking. The Participant agrees to take whatever additional actions and execute whatever additional documents that the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant, Units or the Shares pursuant to the provisions of this Agreement or to comply with applicable laws.
SECTION 3. TRANSFER
(a) General Rule. The Units may not be transferred to any person other than to the Company or to a Permitted Transferee in accordance with the terms of the Stockholders Agreement (whether or not the Participant has executed a joinder to the Stockholders Agreement) or any other applicable agreement entered into by the Company and the Participant; provided that notwithstanding the Stockholders Agreement, the Company may restrict transfers to a Permitted Transferee if, in its sole and absolute discretion, the Company determines it desirable in order to limit the number of holders of record of shares of stock of the Company, so as to prevent the Company from becoming a reporting company under the Securities and Exchange Act of 1934. Notwithstanding the above, this Section 3(a) shall cease to apply as to any Shares issued upon settlement of the Units upon an Initial Public Offering, subject to the Stockholders Agreement or any other applicable agreement entered into by the Company and the Participant.
 
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(b) Transferee Obligations. If the Units are transferred to a Permitted Transferee, such Permitted Transferee must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Agreement to the same extent as if such Units were retained by the Participant.
SECTION 4. SETTLEMENT OF UNITS.
(a) Time of Settlement . Subject to the terms of the Plan, the Notice and this Agreement, the Units shall be settled at such time and in such form as is set forth in the Notice; provided , however , that Units shall be settled in all events no later than March 15 of the year following the year in which such Units vest. As of the Date of Grant set forth in the Notice, the Participant shall enter into a joinder to the Stockholders Agreement (if not already a party to the Stockholders Agreement with respect to such Shares) substantially in the form attached hereto as Exhibit A , to become effective upon the settlement of the Units by the delivery of Shares.
(b) Shareholder Rights . The Participant (or any successor in interest) shall not have any of the rights of a shareholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Units.
(c) Withholding Requirements . Unless the Participant elects to satisfy the minimum applicable income and employment tax withholdings in connection with the settlement of Units by having Shares otherwise deliverable in such settlement, having a Fair Market Value equal to the amount of such withholdings, withheld by the Company (a “ Withholding Tax Election ”), the Participant shall pay the amount of such withholdings to the Company in cash within ten (10) days after the Units vest, provided that, if the Participant does not make such payment to the Company within such ten (10) day period, the Participant shall be deemed to have made a Withholding Tax Election.
(d) Legend . The Shares issued in settlement of the Units shall, unless otherwise determined by the Company, bear the following legend:
“THE VOTING OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, AND THE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF THIS RESTRICTED STOCK UNIT AWARD AGREEMENT. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE.”
(e) No Fractional Shares . No scrip or fractional certificates will be issued with respect to any Shares issued in settlement of the Units. If a Participant would otherwise be entitled to receive fractional Shares in respect of the Units, the Company shall round the number of Shares to be received to the closest whole Share; provided that in no event shall a Participant receive more than the total number of Shares subject to the Award. If the number of Shares received by a Participant has been rounded down, the Company shall record the amount of such fractional Shares in a book entry account and shall issue one or more whole Shares in respect of such amount on the last settlement date applicable to such Award; provided, however, if a Participant’s account is credited with fractional Shares on the date immediately prior to the expiration or termination of the Award, the Company shall pay the Participant cash in lieu of such fractional Shares.
 
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SECTION 5. RESTRICTIONS ON SHARES.
(a) Drag-Along Rights . Shares issued in settlement of the Units shall be subject to the Drag-Along Rights as set forth in Sections 4.2 and 4.3 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Sections 4.2 and 4.3 of the Stockholders Agreement to apply mutatis mutandis to this Agreement. The Participant shall be deemed to have appointed each member of the Principal Investors, with full power of substitution, as the Participant’s true and lawful representative and attorney-in-fact, in such Participant’s name, place and stead, to execute and deliver any and all agreements that the members of the Principal Investors reasonably believe are consistent with the purposes of Sections 4.2 and 4.3 of the Stockholders Agreement. The foregoing power of attorney is coupled with an interest sufficient in law to support an irrevocable power and shall continue in full force and effect notwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Participant
(b) Tag-Along Rights. Shares issued in settlement of the Units shall be subject to the Tag-Along Rights as, and to the extent, set forth in Section 4.1 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Section 4.1 of the Stockholders Agreement to apply mutatis mutandis to this Agreement.
(c) Voting Rights . The Participant hereby appoints each Principal Investor as its proxy to vote the Shares issued in settlement of the Units, whether at a meeting or by written consent in accordance with the provisions of Section 2 of the Stockholders Agreement (whether or not the conditional joinder to the Stockholders Agreement executed by the Participant becomes effective pursuant to Section 4 hereof). The proxy granted hereby is irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Solely with respect to Participants whose joinder to the Stockholders Agreement has become effective, this proxy shall not be used to affect any amendment pursuant to the Stockholders Agreement and Registration Rights Agreement, which, by its terms, Discriminates (as defined in the Registration Rights Agreement) against the holders of Management Shares (as such term is defined in the Stockholders Agreement); provided that it is understood and agreed that, for the purposes of interpreting and enforcing this proxy, amendments that affect all Stockholders (as such term is defined in the Stockholders Agreement) will not be deemed to Discriminate against the holders of Management Shares simply because holders of such shares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more or less money in the Company or its direct or indirect subsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powers than any other Stockholders. Notwithstanding the above, this paragraph 5(d) shall cease to apply as to any such Shares upon the termination of the Stockholders Agreement as to such Shares, subject to any other applicable agreement entered into by the Company and the Participant.
(d) Forfeiture of Shares upon Termination for Cause . The Shares issued in settlement of the Units shall be forfeited without payment therefor in the event the Participant’s Service is terminated for Cause or the Participant resigns at a time when Cause existed (without regard to any applicable cure periods), except to the extent that the intent of the parties to permit such a forfeiture would be impermissible under California law (only if and to the extent that California Law is applicable).
(e) Additional Shares or Substituted Securities . In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5.
 
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SECTION 6. CALL RIGHT.
(a) Call Right . If the Participant’s Service with the Company ceases for any reason, the Company shall have the right (but not an obligation) to call any Shares issued in settlement of the Units on such termination (or at any time thereafter).
(b) Exercise Notice . In the event the Company wishes to exercise its Call Right, the Company shall notify the Participant (or any Permitted Transferee to whom the Shares have been transferred) by written notice that the Company has elected to exercise such right, and the number of Shares with respect to which the right is being exercised.
(c) Execution of Call . The closing of any purchase and sale pursuant to the Call Right shall take place at the principal office of the Company as soon as reasonably practicable and in no event later than thirty (30) days after the date of the Company’s exercise notice described in Section 6(b) or at such other time and location as the parties to such purchase may mutually determine.
(d) Purchase Price . If the Company exercises the Call Right, the Participant shall sell, and shall cause any Permitted Transferee to whom Shares have been transferred to sell (and such Permitted Transferee shall sell), to the Company all of the Shares subject to the Call Right and the Company shall purchase each such Share for its Fair Market Value on the date of the issuance of the Company’s exercise notice pursuant to Section 6(b). The Company shall make commercially reasonable efforts, as determined by the Board of Directors in good faith, to pay all or any portion of the repurchase price in cash. However, if the Company cannot make all or any portion of the payment in cash it shall issue a promissory note with a principal amount equal to the amount of the repurchase price which was not paid in cash (e.g., the full amount or a portion thereof, as applicable), on which interest will accrue on the principal thereof at a rate equal to the prime rate and the principal, together with the interest thereon, will become due and payable, to the extent commercially reasonable (as determined by the Board of Directors), in three equal annual installments, payable on the first, second and third anniversaries of the date of issuance thereof.
(e) Lapse of Rights . The Call Right shall lapse upon an Initial Public Offering.
(f) Additional Shares or Substituted Securities . In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any of the Shares subject to the Call Right or into which such Shares thereby become convertible shall immediately be subject to this Section 6.
(g) Termination of Rights as Shareholder . If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 6, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.
 
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SECTION 7. MISCELLANEOUS PROVISIONS.
(a) No Retention Rights . Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary or Affiliate employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.
(b) Notification . Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, or a nationally recognized overnight express mail service with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office to the attention of the Executive Vice President and Chief Human Resources Officer of the Company with a copy to the Executive Vice President, General Counsel and Secretary of the Company, and to the Participant at the address that he or she most recently provided to the Company.
(c) Entire Agreement . This Agreement, the Notice, the Plan, the Stockholders Agreement (or such other stockholders agreement entered into by the Company and the Participant), any employment or consulting agreement between the Participant and the Company, and, for the avoidance of doubt, constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.
(d) Waiver . No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.
(e) Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.
(f) Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.
(g) Compliance with Section 409A of the Code. The Company intends that the Units be structured in compliance with, or to satisfy an exemption from, Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority thereunder (“ Section 409A ”), such that there are no adverse tax consequences, interest, or penalties as a result of the payments. Notwithstanding the Company’s intention, in the event the Units are subject to Section 409A, the Committee (as defined in the Plan) may, in its sole discretion, take the actions described in Section 12 of the Plan. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the
 
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Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like terms shall mean “separation from service.”
SECTION 8. DEFINITIONS.
(a) “Agreement” shall mean this Restricted Stock Unit Award Agreement.
(b) “Call Right” shall mean the Call Right described in Section 6 of this Agreement.
(c) “Change of Control” shall have the meaning ascribed to such term in the Plan.
(d) “ Common Stock ” shall mean the common stock, par value $0.001 per share, of the Company.
(e) “Company” shall have the meaning described in Section 1(a) of this Agreement.
(f) “ Company Securities ” shall mean Common Stock or such other class or kind of shares or other securities resulting from an event described in Section 10 of the Plan.
(g) “Good Reason” shall mean either (i) a material reduction in base salary or (ii) a relocation of the Participant’s primary office at least fifty (50) miles farther from both the Participant’s then primary office location and the Participant’s then primary residence, provided the Participant gives notice to the Company of a Good Reason event within thirty (30) days of the occurrence of the event, the Company does not cure such event within thirty (30) days of receipt of such notice and the Participant terminates Service within ten (10) days thereafter; provided, however, that if a Participant is a party to any employment or other agreement governing the provision of services to the Company or any Subsidiary or Affiliate, and such agreement defines “Good Reason” (or term of like import), “Good Reason” shall have the meaning given to such term (or term of like import) in such agreement
(h) “Initial Public Offering” shall mean (i) “initial public offering” as defined in the Stockholders Agreement and (ii) Company Securities otherwise becoming traded on a national securities exchange.
(i) “Notice” shall have the meaning described in Section 1(a) of this Agreement.
(j) “Participant” shall mean the person named in the Notice.
(k) “ Permanent Disability ” shall mean “Disability” as defined in any employment agreement between the Company and the Participant governing the provision of Service by the Participant to the Company and its Affiliates as of the date hereof, and shall be interpreted in accordance with the procedures set forth therein, or in the absence of such an agreement, Permanent Disability shall mean the Participant’s absence from the full-time performance of the Participant’s duties with the Company for 180 consecutive calendar days as a result of incapacity due to mental or physical illness, which is determined to be total and permanent by the Board of Directors, in its sole discretion.
(l) “Permitted Transferee” shall mean “permitted transferee” as defined in the Stockholders Agreement.
 
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(m) “Plan” shall have the meaning described in Section 1(a) of this Agreement.
(n) “Principal Investors” shall mean the “principal investors” as defined in the Stockholders Agreement.
(o) “Qualified Public Offering” shall mean a “qualified public offering” as defined in the Stockholders Agreement.
(p) “Registration Rights Agreement” shall mean the Amended and Restated Participation, Registration Rights and Coordination Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc. and Certain Persons who will be stockholders of the Company, dated as of December 20, 2010, as may be amended from time to time.
(q) “Service” shall have the meaning ascribed to such term in the Plan.
(r) “ Share ” shall mean a share of Common Stock, or such other class or kind of shares or other securities resulting from the application of Section 10 of the Plan.
(s) “Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement by and among the Company, Broadcast Media Partners Holdings, Inc., Univision Communications Inc., and Certain Stockholders of Broadcasting Media Partners, Inc., dated as of December 20, 2010, as amended from time to time.
(t) “Transfer” shall mean “transfer” as defined in the Stockholders Agreement.
(u) “Units” shall have the meaning described in Section 1(a) of this Agreement.
(v) “Withholding Tax Election” shall have the meaning described in Section 4(c) of this Agreement.
 
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EXHIBIT C
GENERAL RELEASE OF CLAIMS
A general release is required as a condition for receiving the severance payments and benefits described in Section 6 of the Employment Agreement, by and between Univision Communications Inc., a Delaware corporation (“ Company ”) and Francisco J. Lopez-Balboa, effective as             , 20     (the “ Employment Agreement ”).
 
(1)	General . By executing this General Release (“ General Release ”), you have advised us that you waive any and all claims against the Company, and its subsidiaries and affiliated or related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, and in such capacities their respective past, present or future officers, directors, shareholders, employees, trustees, fiduciaries, administrators, agents or representatives (collectively, the “ Releasees ”) and by execution of this General Release you irrevocably and unconditionally release and forever discharge any such claims except as provided in Paragraph 3(d) below.	
 
(2)	Acknowledgment . You hereby agree and acknowledge that the severance pay and benefits under Section 6 of the Employment Agreement exceed any payment, benefit or other thing of value to which you might otherwise be entitled under any policy, plan or procedure of the Company or its Affiliates (as defined in the Employment Agreement) or pursuant to any prior agreement or contract with the Company or its Affiliates.	
 
(3)	Release .	
 
 	(a)	You understand and agree that this General Release will extend to all claims, demands, liabilities and causes of action of every kind, nature and description whatsoever, whether known, unknown or suspected to exist, which you ever had or may now have against the Releasees related to the Company and its subsidiaries and affiliates or related entities, including, without limitation, any claims, demands, liabilities and causes of action arising from your employment with the Releasees and the termination of that employment, including any claims for severance or vacation pay, business expenses, and/or pursuant to any federal, state, county, or local employment laws, regulations, executive orders, or other requirements, including, but not limited to, Title VII of the 1964 Civil Rights Act, the 1866 Civil Rights Act, the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Workers Adjustment and Retraining Notification Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley Act of 2002, the New York State Human Rights Law, the New York Executive Law, the New York Labor Law, the New York City Administrative Code and any other local, state or federal fair employment laws, and any contract or tort claims.	
 
 	(b)	It is further understood and agreed that you are waiving any right to initiate an action in state or federal court by you or on your behalf alleging discrimination on the basis of race, sex, religion, national origin, age, disability, marital status, or any other	

 	protected status or involving any contract or tort claims based on your termination of employment from the Company that are released hereby. It is also acknowledged that your termination is not in any way related to any work related injury.	
 
 	(c)	This General Release will not prevent you from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by you for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) shall be barred.	
 
 	(d)	The sole exceptions to this General Release are: (i) retirement benefits accrued and vested prior to the effective date of your employment termination, (ii) documented, accrued and unpaid wages, benefits and expense reimbursement owing for the period through the effective date of your employment termination, (iii) the accrued and unpaid welfare benefit claims incurred prior to your employment termination, (iv) the benefits specifically provided in Section 6 of the Employment Agreement, (v) treatment of your equity awards as provided in the applicable equity plan or award agreement, (vi) any right to indemnification under applicable corporate law, the Employment Agreement, the by-laws or certificate of incorporation of the Company or any Affiliate, any agreement between you and the Company or any Affiliate or any Company benefit plan and (vii) any rights as an insured under any director’s and officer’s liability insurance policy.	
 
(4)	Releasors . This General Release is being made by you for yourself and on behalf of your heirs, executors, administrators, dependents, trustees, legal representatives and assigns.	
 
(5)	Restrictive Covenants . You hereby agree that you are still subject to the obligations under Section 8 of the Employment Agreement and such Section 8 and Section 9 of the Employment Agreement shall survive your termination of employment with the Company.	
 
(6)	Enforceability . Based on executing this General Release, it is further understood and agreed that you covenant not to sue to challenge the enforceability of this General Release.	
 
(7)	Consideration Period . The ability to receive compensation and benefits under the terms of the Employment Agreement, as applicable, will remain open for a forty-five (45) ( 45 days if part of a layoff of two or more individuals) or twenty-one (21) (21 days if a single termination ) day period after the later of your termination of employment with the Company and the delivery of this General Release to give you an opportunity to consider the effect of this General Release. At your option, you may elect to execute this General Release on an earlier date. Additionally, you have seven (7) days after the date you execute this General Release to revoke it. As a result, this General Release will not be effective until eight (8) days after you execute it. We also want to advise you of your right to consult with legal counsel prior to executing a copy of this General Release.	

You understand that your notice rescinding this General Release must be in writing and hand-delivered or mailed to the Company. If mailed, your notice rescinding this General Release must be:
 
 	A.	Postmarked within seven (7) days after you sign and deliver this General Release to the Company;	
 
 	B.	Properly addressed to:	
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Office of the General Counsel - Employment
And
 
 	C.	Sent by certified mail, return receipt requested, postage pre-paid.	
 
(8)	Severability . If any provision of this General Release is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provision. On the contrary, such remaining provisions shall be fully severable, and this General Release shall be construed and enforced as if such invalid provisions never had been inserted in the General Release.	
 
(9)	Entire Agreement . This General Release sets forth the entire understanding of the parties and supersedes any and all prior agreements, oral or written, relating to the subject matters contained herein and is legally binding and enforceable. This General Release may not be modified except by a written document, signed by you and by a duly authorized corporate officer of the Company.	
 
(10)	Governing Law . This General Release shall be governed and interpreted under federal law and the laws of the State of New York without regard to principles of conflict of laws.	

FINALLY, THIS IS TO EXPRESSLY ACKNOWLEDGE:
 
•	 	You have received a list of the ages and job descriptions of the individuals who are eligible to receive severance payments conditioned upon the signing of a similar General Release. ( This bullet point only applies if the termination is part of a termination of layoff of a group. Otherwise the Company is not required to give a list of such ages and job descriptions .)	
 
•	 	You have been provided a period of at least [twenty-one (21) days/forty-five (45) days] within which to consider the terms of this General Release;	
 
•	 	You have been advised by the Company to consult with an attorney of your choosing in connection with this General Release;	
 
•	 	You fully understand the significance of all of the terms and conditions of this General Release, and are signing this General Release voluntarily and of your own free will and without reservation or duress and assent to all the terms and conditions contained herein;	
 
•	 	No promises or representations, written or oral, have been made to you by any person to induce you to sign this General Release other than the promise of payment set forth in Section 6 of the Employment Agreement.	
I HEREBY STATE THAT I HAVE CAREFULLY READ THIS GENERAL RELEASE AND THAT I AM SIGNING THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE RELEASEES FROM ANY AND ALL CLAIMS, EXCEPT AS SET FORTH HEREIN. FURTHER, IF SIGNED PRIOR TO THE COMPLETION OF THE FORTY-FIVE (45) OR TWENTY-ONE (21) DAY REVIEW PERIOD, THIS IS TO ACKNOWLEDGE THAT I KNOWINGLY AND VOLUNTARILY SIGNED THIS GENERAL RELEASE ON AN EARLIER DATE .

 	 		 	 	
Date	 		 	Francisco J. Lopez-Balboa	
Please return this fully executed General Release to the address set forth below:
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Office of the General Counsel - Employment

Exhibit 10.18
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into by and between Univision Univision Communications Inc. (“Company”) and Roberto Llamas (“Employee”).
RECITALS
WHEREAS, Company desires to employ Employee and Employee desires to accept such employment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, Employee and Company agree as follows:
1. Definitions/Interpretation . The terms and conditions of Sections 1-9 (the “Express Terms and Conditions”), together with the “Standard Terms and Conditions” attached hereto and incorporated herein by reference, are collectively referred to as the “Agreement.” All capitalized terms in the Agreement have the meaning set forth in the Express Terms and Conditions, except as otherwise specifically defined in the Standard Terms and Conditions. In the event of a conflict, the Express Terms and Conditions will prevail over the Standard Terms and Conditions. All references to “Section” are Sections of the Standard Terms and Conditions unless expressly stated otherwise.
2. Employment/Term . On the terms and subject to the conditions set forth in this Agreement, Company hereby employs Employee and Employee hereby accepts such employment for the period commencing on October 1, 2013, and ending on July 31, 2016, unless terminated earlier in accordance with this Agreement (the “Term”).
3. Base Salary . In consideration of all services rendered by Employee under this Agreement, Company shall pay Employee a base salary (the “Base Salary”) at the annualized rate of Seven Hundred Thousand Dollars ($700,000) during Employee’s employment. The Base Salary will be paid in accordance with Company’s customary payroll practices, which may change from time to time in Company’s sole discretion. Employee’s Base Salary will be reviewed periodically and may be increased in Company’s sole discretion.
4. Duties . Employee will perform the duties and responsibilities and render services in the capacity of EVP, Chief Human Resources Officer and Community Empowerment Officer, or in any other capacity as Company may from time to time prescribe. Employee will observe and comply with all rules, regulations, policies, orders and directions, whether oral or written, as Company may prescribe from time to time (“Company’s Policies”).
5. Target Incentive Compensation Bonus . Employee will be eligible for annual target incentive compensation (“TIC”) of up to 100% of his Base Salary. The TIC will be based upon a review of Employee’s performance and the results of operations and prospects of Company, and may or may not be granted in the sole and absolute discretion of Company. The TIC, if any, shall be earned and paid pursuant to Company Policy.
 
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6. Benefits . Company will provide to Employee all insurance and other benefits that Company provides to employees of Company generally (the “Benefits”); subject, however, to Employee’s eligibility to participate in such Benefits under Company’s Policies.
7. Business Expenses . Company will reimburse Employee for all reasonable and necessary business expenditures incurred and submitted for reimbursement by Employee in accordance with Company’s Policies.
8. Place of Employment . Employee’s principal place of employment will be in New York, New York, or at such other place as may be mutually determined by Company and Employee. Notwithstanding the foregoing, Employee will engage in temporary travel as Company may reasonably request or as may be required to carry out Employee’s duties and responsibilities hereunder.
9. Severance Payment . In the event Employee’s employment is terminated without Cause pursuant to Section 2(a)(4), the amount payable under Section 2(b) of the Standard Terms and Conditions below will also include a pro-rata portion of Employee’s annual bonus for the fiscal year in which Employee’s termination occurs based on actual results for such year if Employee had been continually employed throughout the entire fiscal year (determined by multiplying the amount of such annual bonus, if any, which would be due for the full fiscal year by a fraction, the number of which is the number of days during the fiscal year of termination that Employee is employed with the Company and the denominator of which is 365), payable at the same time during the following calendar year as such payment would have been made if Employee continued to be employed with the Company.
 
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.
Estoy consciente de que independientemente que las pláticas y negociaciones relacionadas con el presente Contrato se hayan sostenido en el idioma español, la relación entre las partes se regirá únicamente por este Contrato escrito en el idioma inglés, y que es mi estricta responsabilidad el entender lo que estoy firmando.
I understand that whether or not the discussions and negotiations relating to this Agreement have been conducted in Spanish, the relationship between the parties will be governed only by this Agreement written in English, and that it is my responsibility to understand what I am signing.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Randel Falco	
	 	Randel Falco	
	 	Chief Executive Officer & President	
		
Dated:	 	 	

/s/ Roberto Llamas	
Roberto Llamas	
		
Dated:	 	3/5/14	
 
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STANDARD TERMS AND CONDITIONS
1. Exclusivity of Services .
(a) Full Time . Employee will render services solely and exclusively for Company and devote Employee’s full business time, energy and ability to Company and faithfully and diligently promote the business affairs and interests of Company.
(b) Prohibited Activities . Without the prior express written consent of Company, which consent may be withheld or rescinded at any time in the sole discretion of Company, Employee will not, directly or indirectly, either individually or as an employee, agent, partner, joint venturer, shareholder, consultant, officer, director or in any other capacity: (i) render services to any other person or entity, except to a charitable organization for no consideration and then only to the extent it does not interfere with the business interests of Company and the performance by Employee of Employee’s obligations under this Agreement and does not have the effect of negatively impacting the reputation of Company or Employee; or (ii) participate, engage in or have any financial or other interest in any business that is competitive in any manner whatsoever with any business in which Company or any of its affiliates is now or may hereafter become engaged. The foregoing prohibition does not include ownership by Employee of less than five percent (5%) of the outstanding shares of any publicly-traded entity, provided that Employee does not otherwise participate in such entity as a director, officer, employee or in any other capacity.
(c) No Commitments . Employee represents and warrants to Company that Employee has no outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered by Employee hereunder.
(d) No Obligation to Use Services . Throughout the Term, Employee shall remain ready, willing and able to provide all services contemplated hereunder, but Company will have no obligation to actually make use of Employee’s services. In the event Company elects not to make use of Employee’s services, Company’s only obligation will be to continue to pay Employee’s Base Salary during the Term, unless earlier terminated as provided herein. A decision by Company not to make use of Employee’s services during all or any portion of the Term shall not give rise to any claim against Company for breach of any express or implied duty or obligation, or any claim against Company for any damages whatsoever.
 
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2. Termination .
(a) Events . This Agreement and Employee’s employment by Company will terminate on the earlier of (i) the expiration of the Term, or (ii) the first to occur of any of the following:
(1) Disability .
(i) Failure to Render Service . In the event Employee fails for a period of one hundred twenty (120) business days, either consecutively or in the aggregate during any twelve- (12-) month period, as a result of illness, incapacity, Disability, injury, or by reason of any statute, law, ordinance, regulation, order, judgment or decree, to render the services contemplated by this Agreement, Company, by written notice to Employee, may terminate Employee’s employment.
(ii) Disability Defined . “Disability” shall for purposes of this Agreement mean a physical or mental condition that substantially limits a major life activity and that renders Employee unable to perform the essential functions of Employee’s position, even with such reasonable accommodation by Company that does not impose an undue hardship on Company. Company reserves the right, in good faith, to make the determination of Disability under this Agreement based on information supplied by Employee’s medical personnel, as well as information from medical personnel selected by Company or its insurers.
(2) Death . Employee’s employment shall automatically terminate upon the death of Employee.
(3) For Cause . Company may terminate Employee’s employment at any time, without notice, for Cause. For purposes of this Agreement the term “Cause” includes, but is not limited to: habitual neglect of the duties that Employee is required to perform; willful misconduct; gross negligence; theft, fraud or other illegal conduct; refusal or unwillingness to perform duties; failure of Employee to perform all duties and obligations of Employee in a manner that is satisfactory to Company; sexual or other unlawful harassment; conduct that reflects adversely upon Company, any affiliate of Company, or any officer, director or Board of any of them, including, without limitation, making disparaging remarks; arrest for or conviction of a crime involving moral turpitude; insubordination; any willful act that is likely to or does in fact have the effect of injuring the reputation of Employee or the reputation, business, or a business relationship of Company, any affiliate of Company, or any officer, director or Board of any of them; violation of any fiduciary duty; violation of any duty of loyalty; or breach of any term of this Agreement. Termination of Employee’s employment under this Section 2(a)(3) will not limit Company’s rights and remedies against Employee under this Agreement, at law or in equity.
(4) Without Cause . Company, in its sole and absolute discretion, may terminate Employee’s employment at any time without Cause and with or without notice, subject to subsection (b) below.
(b) Effect . Effective as of the date of the termination of Employee’s employment pursuant to this Section 2, Employee’s right to receive Base Salary, Benefits, expense reimbursement and other amounts (such as bonuses) will cease, provided that Company will pay to Employee such amounts, if any, that Employee has earned but are unpaid, payable in accordance with Company’s customary payroll
 
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practices or the applicable plan, program or policy. Notwithstanding the foregoing, in the event Employee’s employment is terminated without Cause pursuant to Section 2(a)(4), and subject to Employee’s compliance with the conditions of Sections 2(c), 4 and 6(j) and execution and delivery within sixty (60) days following such termination of a full and general release of all claims, including but not limited to all claims in connection with Employee’s employment or the termination thereof, in such form as required by Company (which is no longer subject to revocation under applicable law), Company will, in its sole discretion, elect one of the following options at the time of termination: (i) Company will continue to pay Employee’s Base Salary in accordance with Company’s customary payroll practices for one (1) year after the date of termination, during which time Employee will be required to fully comply with Employee’s obligations under Section 4(b)(2) (the Cooling-Off Period), and Employee will be required to certify such compliance in writing on a monthly basis; or (ii) Company will waive the Cooling-Off Period, but will continue to pay Employee’s Base Salary in accordance with Company’s customary payroll practices for one (1) year after the date of termination or until Employee finds alternative employment, whichever is shorter (Employee will be required to immediately notify Company when he or she obtains alternative employment and the date such employment will commence; prior to that time, Employee will be required to certify in writing on a monthly basis that he or she did not secure alternative employment); provided that, in either scenario (i) or (ii), in the case of amounts in excess of the Separation Pay Limit (as defined in Section 6(j)(2) hereof), to the extent that the Separation Pay Limit is applicable and the “short-term deferral” exception under Code Section 409A is not applicable, the first payment shall not be made prior to the sixtieth (60th) day following such termination and such payment shall include any amounts that would otherwise be due prior thereto (and which has not previously been paid) and in such cases, not until the general release is executed, delivered and effective. Such payments will be in lieu of all other rights of Employee under this Agreement, at law or in equity, except as provided in the first sentence of this Section 2(b). Other than the Cooling-Off Period, if applicable, this paragraph is not intended to limit, eliminate, or affect Employee’s legal or contractual post-termination obligations to Company.
(c) Post Termination Conditions . Upon termination of Employee’s employment, Employee will cooperate with and provide reasonable assistance to Company regarding any litigation, contract negotiation, or other matter in which the benefit of Employee’s knowledge or expertise may be requested by Company, including, without limitation, assisting Company, at Company’s request, in the preparation of litigation (including testifying).
3. Renewal .
(a) Notice . If Company intends to negotiate an extension of the Term, Company will give Employee written notice no later than ninety (90) days prior to the expiration of the Term (“Extension Notice”).
 
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(b) Agreement to Renew . Regardless of whether Company gives Employee an Extension Notice, if the parties agree on the terms and conditions of an extended Term or a new agreement, it will be reduced to writing, either in the form of an amendment to this Agreement or a new agreement. No amendment or agreement to renew will be valid unless in writing and signed by Employee and Company.
(c) Effect of Non-Renewal . Regardless of whether Company gives Employee an Extension Notice, if Company and Employee fail to agree on the terms and conditions of an extended term prior to the expiration of the Term then, upon the expiration of the Term (unless sooner terminated in accordance with the provisions Section 2), Employee’s employment will terminate and Employee’s right to receive Base Salary, Benefits, expense reimbursement and other amounts will cease. Upon such expiration of the Term, Company will pay to Employee all Base Salary, Benefits, expense reimbursements and other amounts, if any, earned by Employee but unpaid as of the date of such expiration. All payments and benefits provided in this subsection shall be payable in accordance with Company’s customary payroll practices or the applicable plan, program or policy. Company’s election not to renew or extend Employee’s employment will not relieve Employee of any continuing obligations under the Agreement.
(d) Company’s Discretion . The election to seek an extension of the Term will be at the sole and absolute discretion of Company. No renewal or extension of this Agreement will result in any subsequent renewal or extension of this Agreement unless such subsequent renewal or extension is by written agreement between Company and Employee.
(e) Exclusivity . During the Term and, if Company has given Employee an Extension Notice prior to the expiration of the Term, for a period of ninety (90) days thereafter, Employee shall not directly or indirectly enter into any discussions or negotiations with anyone other than Company for the performance of services by Employee after the expiration of the Term. Employee will negotiate in good faith exclusively with Company if Company elects to seek an extension or renewal of Employee’s Employment Agreement prior to the expiration of the Term and for a period of ninety (90) days thereafter.
(f) No Automatic Renewal; At-Will Employment . This Agreement cannot be renewed automatically for any period of time. If the Agreement has not been renewed, but Company, in its sole discretion, permits the employment relationship to continue after the expiration of the Term, Employee will be considered an at-will employee, and either party can terminate the employment relationship at any time, with or without notice, and with or without cause. Company’s election to permit the employment relationship to continue on an at-will basis will not relieve Employee of any continuing obligations under the Agreement.
 
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4. Confidentiality/Trade Secrets/Unfair Competition; Competitive Activities; Proprietary Rights .
(a) Confidentiality/Trade Secrets/Unfair Competition .
(1) Defined . In the performance of Employee’s duties, Employee will have access to, receive and be entrusted with trade secrets and other confidential information, included but not limited to information regarding marketing, sales, finances, management, administration, production, distribution, customer lists, pricing, plans, processes, and specifications, which are presently owned, or at any time in the future may be developed and owned by Company or its affiliates or its or their agents or consultants, which are actually or may potentially be used in the operation of Company’s business, or obtained from third parties under an agreement of confidentiality, and which is not otherwise part of the public domain (collectively the “Confidential Material”).
(2) Prohibitions . Employee acknowledges and agrees that all Confidential Material is considered secret and is made available to Employee in strictest confidence. Except in the performance of Employee’s duties or as may be required by applicable law, Employee shall not, directly or indirectly for any reason whatsoever, disclose, duplicate or use any such Confidential Material, unless such Confidential Material ceases (through no fault of Employee) to be confidential because it has become part of the public domain. All records, files, drawings, documents, equipment and other tangible items, and all copies thereof, wherever located, relating in any way to the Confidential Material or otherwise to Company’s business, which Employee prepares, uses or encounters, shall be and remain Company’s sole and exclusive property and shall be included in the Confidential Material.
(3) Delivery . Upon termination of this Agreement by any means, or whenever requested by Company, Employee shall promptly deliver to Company any and all of the Confidential Material, and all copies thereof, not previously delivered to Company, that may be or at any previous time has been in Employee’s possession or under Employee’s control. Employee hereby acknowledges that the sale or unauthorized use, duplication or disclosure of any Confidential Material by any means whatsoever and any time before, during or after employment with Company shall constitute a material breach of this Agreement and unfair competition; and Employee agrees not to engage in unfair competition either during the time employed by Company or at any time thereafter in perpetuity.
(b) Competitive Activities .
(1) Solicitation . Employee covenants and agrees that during the Term and for a period of one (1) year after the date of termination of Employee’s employment, Employee shall not directly or indirectly influence or attempt to influence or solicit any existing (at the time of Employee’s termination) or prospective (known by Employee to be targeted at the time of his/her termination or where the relationship is created after termination, but during the non-solicitation period) customers, employees, performers or independent contractors of Company or any of its affiliates to restrict, reduce, sever or otherwise alter their relationship or prospective relationship with Company or such affiliates.
 
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(2) Cooling-Off . Employee further covenants and agrees that if Employee’s employment is terminated prior to the expiration of the Term, for a period of one (1) year after the date of termination (the “Cooling-Off Period”), Employee will not directly or indirectly engage in the “Business” (as defined at the end of this Section 4(b)(2)) in the United States and Puerto Rico and any other country in which Company or any of its affiliates engages in such Business (whether alone, as a partner, joint venturer, officer, director, employee, consultant or investor of any other entity), including but not limited to any activity that is competitive with or adverse to such business or that involves (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of any product, institution or service. Employee also covenants and agrees that during the Cooling-Off Period Employee will not (other than in the performance of Employee’s duties under this Agreement) join or participate with any person who is, or hereafter at any time is engaged by Company or any of its affiliates as an officer, performer or independent contractor in the conduct of any business, corporation, partnership, firm or enterprise competing with the business of Company or any of its affiliates. For purposes of this subsection, “Business” means any and all forms of media, communication and entertainment, including, without limitation, television, radio, the internet (including e-services and e-commerce), music, movies, theater, print and visual/audio entertainment via all methods of delivery whether now known or hereafter developed or conceived.
(c) Copyrights and Other Intellectual and Industrial Property Rights.
(1) Copyrights: Works Made For Hire . Employee acknowledges and agrees that Employee is Company’s employee “for hire.” In this regard, Company, and not Employee, is the sole and exclusive owner of the rights to the fruit, proceeds and work product of Employee, including, but not limited to, scripts, artwork, software programs, lay-outs, story boards, characters, stage-names, slogans, designs, sales presentations, etc., created, written, developed, furnished, produced, disclosed or acquired by Employee, alone or in collaboration with others, during Employee’s employment by Company (collectively the “Work Product”). Employee further acknowledges and agrees that the Work Product constitutes “work made for hire” as such term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended, such that all copyrights in and to the Work Product, in any and all media and through all forms of communication or transmission, whether presently known or hereafter developed, are the exclusive property of Company. If, for any reason, the Work Product or any portion thereof does not qualify as “work made for hire,” Employee is deemed to have hereby irrevocably sold, assigned and transferred to Company all copyrights in and to the Work Product or applicable portion thereof, exclusively, in perpetuity and throughout the universe.
 
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(2) Post Termination Intellectual or Industrial Property Rights . Without limitation to subparagraph 4(c)(1) above, Employee further acknowledges and agrees that any work or material (whether protectable under patent, trademark, copyright, trade secret, or otherwise) conceived, discovered, created, or made by Employee, alone or in collaboration with others, within one (1) year after the termination of Employee’s employment by Company for any reason, which is derivative from Employee’s work for Company during his/her employment with Company, or that results from Employee’s use of any Company property (including, without limitation, any Company trade secret or confidential information that Employee acquired during or by reason of his/her employment with Company), is hereby deemed conclusively by the parties to constitute “Work Product” for the purposes of this Section 4(c) and will belong to Company as its sole and exclusive property, and is hereby irrevocably assigned by Employee to Company, exclusively, in perpetuity and throughout the universe. For the avoidance of doubt, Company will not be barred from claiming infringement of its intellectual property rights by Employee or Employee’s then-current employer merely by the passage of the one (1) year period mentioned above. Employee shall promptly and fully disclose the underlying basis for all such patent, trademark, trade secret or other intellectual or industrial property to Company and shall cooperate with Company in perfecting its ownership rights therein and thereto.
(3) Moral Rights . Employee hereby irrevocably assigns and transfers to Company, exclusively, in perpetuity and throughout the world, any and all Moral Rights (as defined below) that Employee may have in or to the Work Product under the laws of any country or jurisdiction in the world. To the extent any such rights cannot be assigned to Company, Employee hereby irrevocably waives in perpetuity and agrees never to assert such rights against Company or its affiliates, partners or licensees. In the event any such rights cannot be assigned to Company or waived by Employee, Employee hereby irrevocably grants to Company an exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense to others, to exploit such rights in any manner and for any purpose whatsoever. As used herein, the term “Moral Rights” shall mean the rights to (a) divulge a work to the public, (b) retract a work from the public, (c) claim authorship of a work, and (d) prevent any distortion, mutilation, or other modification of a work; the term shall include any and all similar rights existing under the laws of any country or jurisdiction in the world, or under any international treaties, regardless of whether such rights are generally referred to as “moral rights.”
5. Conflicts of Interest . Employee represents and warrants that Employee is familiar with the provisions of Sections 317 and 507 of the Communications Act of 1934, as amended, recognizes Employee’s responsibilities and personal liabilities thereunder, and will fully comply with those provisions during the Term. Specifically, Employee will not, without the prior knowledge and written consent of Company in each instance: (a) engage in any business or economic activity that would create a conflict of interest in the selection of broadcast matter; (b) accept any favors, loans, entertainment or anything of value from persons seeking the airing of any matter in return therefor; or (c) promote over the air any activity or matter in which Employee or any affiliate of Employee has a direct or indirect financial interest. Employee will provide Company with such information and execute such certifications as Company may from time to time reasonably require to enable Company to discharge its obligations under the above-referenced statutory provisions.
 
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6. Miscellaneous .
(a) Succession . This Agreement shall inure to the benefit of and shall be binding upon Company, its successors and assigns. The obligations and duties of Employee hereunder are personal and not assignable. Company will have the right to assign its rights and obligations to any successor or affiliate of Company.
(b) Notices . Any notice provided for in this Agreement shall be in writing and sent:
If to Company to:
Univision Communications Inc.
605 Third Avenue, 12 th Floor
New York, New York 10158
Attention: General Counsel
With copies to:
Arya Towfighi, SVP/Assistant General Counsel – Head of Litigation
Univision Communications Inc.
5999 Center Drive
Los Angeles, California 90045-0073
Fax: (310) 348-3679
and
Michael Pustizzi, Vice President Human Resources
Univision Communications Inc.
9405 NW 41st Street
Miami, Florida 33178
or at such other address as Company may from time to time in writing designate; and, if to Employee, at such address as Employee may from time to time in writing designate (or Employee’s business address of record in the absence of such designation). All notices will be deemed to have been given immediately if communicated by telecopy or facsimile transmission, and two (2) business days after they have been deposited, in the United States mail, certified, return receipt requested, postage paid and properly addressed to the designated address of the party to receive the notice (or on the date the return receipt is signed, if later than two (2) business days).
(c) Entire Agreement . This instrument constitutes and contains the entire agreement and final understanding concerning Employee’s employment and the other subject matters addressed herein between the parties. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and supersedes and replaces all prior negotiations and all agreements, proposed or
 
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otherwise, whether written or oral, concerning the subject matters hereof. Any representation, warranty, covenant or agreement not specifically included in this Agreement will not be binding upon or enforceable against either party. This is a fully-integrated agreement. No amendment or modification of the terms of this Agreement will be valid unless made in writing and signed by Employee and Company.
(d) Waiver . No failure on the part of any party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof or of any other right, nor will any single or partial exercise preclude any further or other exercise of such or any other right.
(e) Choice of Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed in such State and without regard to conflicts of law doctrines, except to the extent that federal law preempts certain matters.
(f) Severability . If this Agreement for any reason is or becomes unenforceable in any material respect by any party, it shall thereupon terminate and become unenforceable by the other party as well. In all other respects, if any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law. In the event that any portion of the second paragraph of Section 1 or any portion of Section 4 of these Standard Terms and Conditions is more restrictive than permitted by applicable law, such provisions shall be deemed and construed as limited to the extent, but only to the minimum extent, necessary to permit their enforcement under such law. In particular, the parties acknowledge that the duration and geographic scope of such provisions may be so limited to permit the greatest possible enforcement thereof.
(g) Withholding . All compensation payable hereunder shall be subject to applicable taxes, withholding, premium charges, co-payment of benefits, self-insured retentions and other normal deductions.
(h) Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights at law or in equity existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for certain breaches of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Such injunctive relief shall be available without the posting of any bond or other security. In this connection, the parties agree that the services to be rendered by Employee under this Agreement are of a special, unique and extraordinary nature, which gives them a peculiar value and that a breach by Employee will cause Company great and irreparable injury and harm.
 
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(i) Survival . The provisions of Sections 2(b)(c), 3(d), 4(a)(b)(c), and 6(d)(e)(f)(h)(i)(j) will survive the expiration or earlier termination of this Agreement.
(j) Code Section 409A .
(1) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder to the extent applicable (collectively “ Code Section 409A ”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A.
(2) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that as a result of an earlier absence because of mental or physical incapacity Employee incurs a “separation from service,” Employee shall on such date automatically be terminated from employment as a Disability termination. If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(j)(2) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the term “ Separation Pay Limit ” shall mean, two (2) times the lesser of (i) Employee’s annualized compensation based on Employee’s annual rate of pay for the taxable year of Employee preceding the taxable year in which Employee has a “separation from service,” and (ii) the maximum amount that may be taken into account under a tax qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for the year in which Employee incurs a “separation from service.”
(3) (i) All expenses or other reimbursements as provided herein shall be payable in accordance with Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) no such
 
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reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.
(4) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company.
 
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Exhibit 10.19
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into by and between Univision Communications Inc. (“Company”) and Peter Lori (“Employee”), effective as of May 4, 2015.
RECITALS
WHEREAS , Company and Employee entered into that certain Employment Agreement, dated as of March 10, 2014 (the “Original Agreement”), pursuant to which Employee served as EVP of Finance and Chief Financial Officer; and
WHEREAS , Company and Employee desire to amend the Original Agreement on the terms set forth herein, and following execution, this Agreement shall supersede the Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, Employee and Company agree as follows:
1. Definitions/Interpretation . The terms and conditions of Sections 1-10 (the “Express Terms and Conditions”), together with the “Standard Terms and Conditions” attached hereto and incorporated herein by reference, are collectively referred to as the “Agreement.” All capitalized terms in the Agreement have the meaning set forth in the Express Terms and Conditions, except as otherwise specifically defined in the Standard Terms and Conditions. In the event of a conflict, the Express Terms and Conditions will prevail over the Standard Terms and Conditions. All references to “Section” are Sections of the Standard Terms and Conditions unless expressly stated otherwise.
2. Employment/Term . On the terms and subject to the conditions set forth in this Agreement, Company hereby continues to employ Employee and Employee hereby accepts such continued employment for an initial period commencing on May 4, 2015, and ending on December 31, 2018, unless terminated earlier in accordance with this Agreement (the “Initial Term”), subject to extension pursuant to Section 3 of the Standard Terms and Conditions.
3. Base Salary . In consideration of all services rendered by Employee under this Agreement, effective as of May 4, 2015, Company shall pay Employee a base salary (the “Base Salary”) at the annualized rate of Seven Hundred Thousand Dollars ($700,000) during Employee’s employment. The Base Salary will be paid in accordance with Company’s customary payroll practices, which may change from time to time in Company’s sole discretion. Employee’s Base Salary will be reviewed periodically and may be increased in Company’s sole discretion.
4. Duties . Employee will perform the duties and responsibilities and render services in the capacity of EVP, Deputy Chief Financial Officer and Chief Accounting Officer. Employee will report to the Chief Financial Officer of the Company. Employee will observe and comply with all rules, regulations, policies, orders and directions, whether oral or written, as Company may prescribe from time to time (“Company’s Policies”).

5. Target Incentive Compensation Bonus . Employee will be eligible for annual target incentive compensation (“TIC”) of up to 100% of his Base Salary. The TIC will be based upon a review of Employee’s performance and the results of the Company in the sole and absolute discretion of Company. The TIC, if any, shall be earned and paid pursuant to Company Policies.
6. Benefits . Company will provide to Employee all insurance and other benefits that Company provides to employees of Company generally (the “Benefits”); subject, however, to Employee’s eligibility to participate in such Benefits under Company’s Policies.
7. Business Expenses . Company will reimburse Employee for all reasonable and necessary business expenditures incurred and submitted for reimbursement by Employee in accordance with Company’s Policies.
8. Place of Employment . Employee’s principal place of employment will be in Teaneck, New Jersey, or at such other place as may be mutually determined by Company and Employee. Notwithstanding the foregoing, Employee will engage in temporary travel as Company may reasonably request or as may be required to carry out Employee’s duties and responsibilities hereunder.
9. Change of Control . In the event of a Change of Control Termination, the amount payable under Section 2(b) of the Standard Terms and Conditions below (other than Accrued Benefits) will be increased to two (2) years and be payable on the same basis as the amount set forth in Section 2(b) over twelve (12) months; provided, that if the Change in Control Termination occurs within the six (6) month period prior to a Change of Control, then within thirty (30) days following the Change of Control, Employee shall receive the additional severance amount that Employee shall be entitled to receive pursuant to this Section 9 payable over the remainder of the twelve (12) month period following the date of Employee’s termination of employment. For purposes of this Agreement, “Change of Control Termination” shall mean a termination of Employee’s employment without Cause or for Good Reason pursuant to Section 2(a)(4) of the Standard Terms and Conditions either (a) within the six (6) month period prior to a Change of Control if it is reasonably demonstrated by Employee that such termination was requested by a third party that effectuates the Change of Control (and such transaction is actually consummated) and (b) within twelve months (12 months) following the consummation of a Change of Control. For purposes of this Agreement, “Change of Control” shall mean a “Change of Control” as defined in the Broadcasting Media Partners, Inc. 2010 Equity Incentive Plan, as may be amended from time to time; provided, that if and to the extent payment of the amounts set forth in this Section 2(b) would otherwise result in a failure to comply with Code Section 409A, a “Change of Control” shall not be deemed to have occurred unless the events that have occurred will also constitute a “change in ownership or effective control, or a change in the ownership of a substantial portion of the assets” of Company under Treasury Regulation 1.409A-3(i)(5), or any successor provision.

10. Non-Extension . In the event Company elects not to extend this Agreement at the expiration of the Initial Term or any extension thereof by providing notice pursuant to Section 3 of the Standard Terms and Conditions and the Employee’s employment with the Company terminates at the expiration of the Employment Period then in effect, the parties agree that any Non-Extension Notice (as defined in the Standard Terms and Conditions) delivered by Company shall be treated as a termination of Employee without Cause at the expiration of the Employment Period then in effect and will be governed by Section 2(b) of the Standard Terms and Conditions below.
[SIGNATURES TO FOLLOW]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date written below.
Estoy consciente de que independientemente que las pláticas y negociaciones relacionadas con el presente Contrato se hayan sostenido en el idioma español, la relación entre las partes se regirá únicamente por este Contrato escrito en el idioma inglés, y que es mi estricta responsabilidad el entender lo que estoy firmando.
I understand that whether or not the discussions and negotiations relating to this Agreement have been conducted in Spanish, the relationship between the parties will be governed only by this Agreement written in English, and that it is my responsibility to understand what I am signing.

UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Francisco J. Lopez-Balboa	
	 	Francisco J. Lopez-Balboa	
	 	EVP, Chief Financial Officer	
		
Dated:	 	10-7-15	

/s/ Peter Lori	
Peter Lori	
	
Dated: 10-7-15	

STANDARD TERMS AND CONDITIONS
1. Exclusivity of Services .
(a) Full Time . Employee will render services solely and exclusively (subject to clause (b) below) for Company and devote Employee’s full business time, energy and ability to Company and faithfully and diligently promote the business affairs and interests of Company.
(b) Prohibited Activities . Without the prior express written consent of Company, which consent may be withheld or rescinded at any time in the sole discretion of Company, Employee will not, directly or indirectly, either individually or as an employee, agent, partner, joint venturer, shareholder, consultant, officer, director or in any other capacity: (i) render services to any other person or entity, except to a charitable organization for no consideration and then only to the extent it does not interfere with the business interests of Company and the performance by Employee of Employee’s obligations under this Agreement and does not have the effect of negatively impacting the reputation of Company or Employee; or (ii) participate, engage in or have any financial or other interest in any business that is competitive in any manner whatsoever with any business in which Company or any of its affiliates is now or may hereafter become engaged. The foregoing prohibition does not include ownership by Employee of less than five percent (5%) of the outstanding shares of any publicly-traded entity, provided that Employee does not otherwise participate in such entity as a director, officer, employee or in any other capacity.
(c) No Commitments . Employee represents and warrants to Company that Employee has no outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered by Employee hereunder.
(d) No Obligation to Use Services . Throughout the Employment Period (as defined in Section 3(a) below), Employee shall remain ready, willing and able to provide all services contemplated hereunder, but Company will have no obligation to actually make use of Employee’s services. In the event Company elects not to make use of Employee’s services, Company’s only obligation will be to continue to pay Employee’s Base Salary and provide Employee Benefits during the Employment Period, unless earlier terminated as provided herein. A decision by Company not to make use of Employee’s services during all or any portion of the Employment Period shall not give rise to any claim against Company for breach of any express or implied duty or obligation, or any claim against Company for any damages whatsoever; provided , however , Employee shall be permitted to resign for Good Reason in accordance with Section 2(a)(4) in the event Company decides not to make use of Employee’s services during the Employment Period, following which the provisions of Section 2(b) shall apply.

2. Termination .
(a) Events . This Agreement and Employee’s employment by Company will terminate on the earlier of (i) the expiration of the Employment Period, or (ii) the first to occur of any of the following:
(1) Disability .
(i) Failure to Render Service . In the event Employee fails for a period of one hundred eighty (180) business days, either consecutively or in the aggregate during any twelve (12) -month period, as a result of illness, incapacity, Disability, injury, or by reason of any statute, law, ordinance, regulation, order, judgment or decree, to render the services contemplated by this Agreement, Company, by written notice to Employee, may terminate Employee’s employment.
(ii) Disability Defined . “Disability” shall for purposes of this Agreement mean a physical or mental condition that substantially limits a major life activity and that renders Employee unable to perform the essential functions of Employee’s position, even with such reasonable accommodation by Company that does not impose an undue hardship on Company. Company reserves the right, in good faith, to make the determination of Disability under this Agreement based on information supplied by Employee’s medical personnel, as well as information from medical personnel selected by Company or its insurers.
(2) Death . Employee’s employment shall automatically terminate upon the death of Employee.
(3) For Cause . Company may terminate Employee’s employment at any time, upon written notice, for Cause. For purposes of this Agreement the term “Cause” shall mean: (a) Employee’s willful failure to perform the services hereunder or to follow the lawful direction of the CFO or any other more senior officer which is not cured within ten (10) days of written notice thereof; (b) Employee’s indictment for, conviction of (or pleading guilty or nolo contendere in respect of) a felony or any lesser offense involving dishonesty, fraud or moral turpitude; (c) willful misconduct or material breach of Company’s Code of Conduct or similar written policies, with regard to Company, any of its affiliates, or any employees, officers or directors thereof, in connection with performance of Employee’s duties, including theft, fraud, dishonesty or breach of fiduciary duty with regard to Company or its affiliates or in connection with Employee’s duties; (d) willful misconduct unrelated to Company or its affiliates having, or likely to have, a material negative impact on Company (economically or reputation-wise); or (e) material breach by Employee of any of the provisions of this Agreement which (if curable) is not cured within ten (10) days of written notice. Termination of Employee’s employment under this Section 2(a)(3) will not limit Company’s rights and remedies against Employee under this Agreement, at law or in equity.
(4) By Company Without Cause; By Employee For Good Reason . Company, in its sole and absolute discretion, may terminate Employee’s employment at any time without Cause and upon written notice, subject to subsection (b) below. Employee may resign his employment for Good Reason at any time as provided herein. For purposes of this Agreement, “Good Reason” shall mean, without Employee’s prior

written consent: (i) a material diminution in Employee’s responsibilities, authorities, duties or reporting lines; (ii) any material reduction in Employee’s Base Salary or TIC (as a percentage of Base Salary); (iii) relocation of Employee’s principal work location to a location that is 50 miles or more from Employee’s current office in Teaneck, New Jersey or from Company’s headquarters in New York, NY; or (iv) any material breach by Company of this Agreement; provided, however, that in each case, any resignation for Good Reason requires notice by Employee to Company within sixty (60) days of the initial occurrence of such Good Reason event stating such specific facts and circumstances and Company shall have the opportunity to cure such circumstances (if curable) within thirty (30) days of receipt of such notice. Good Reason shall not exist hereunder unless and until the thirty (30) -day cure period following receipt by Company of Employee’s written notice expires and Company shall not have cured such circumstances, and in such case Employee’s employment shall terminate for Good Reason on the day following expiration of such thirty (30) -day cure period.
(5) By Employee Without Good Reason . Employee may resign his employment without Good Reason on not less than sixty (60) days’ advance written notice to Company, subject to subsection (b) below.
(b) Effect . Effective as of the date of the termination of Employee’s employment pursuant to this Section 2, Employee’s right to receive any payments under this Agreement will cease; provided, however, upon any termination of Employment, Company shall pay Employee the following amounts: (i) accrued but unpaid Base Salary through the date of termination, paid in accordance with normal payroll practices; (ii) reimbursement for unreimbursed business expenses incurred through the date of termination, paid in accordance with normal payroll practices; (iii) any accrued amounts or benefits due to Employee under any benefit plan or equity plan, program or arrangement or payroll practice in accordance with the terms of such plan, program, arrangement or payroll practice; and (iv) except if Employee’s employment is terminated pursuant to Section 2(a)(3) or Section 2(a)(5), (x) any earned but unpaid annual bonus for the year preceding the year of termination, payable when such bonus is paid to active employees and (y) a pro-rata bonus for the year of termination, which shall be equal to the annual bonus Employee otherwise would have been entitled to receive had he remained employed for the applicable performance period, subject to achievement of the applicable performance goals based on actual full-year performance, multiplied by a fraction, the numerator of which is the number of days Employee was employed by the Company during the performance period and the denominator of which is 365, paid when such bonuses are paid to active employees (collectively, the “Accrued Benefits”). Notwithstanding the foregoing, in the event Employee’s employment is terminated by Company without Cause or Employee resigns for Good Reason pursuant to Section 2(a)(4), and subject to Employee’s compliance with the conditions of Sections 2(c), 4 and 6(j) and execution, delivery and non-revocation within sixty (60) days following such termination of a full and general release of all claims, including but not limited to all claims in connection with Employee’s employment or the termination thereof, in the form attached hereto as Exhibit A, Company will, in its sole discretion, elect one of the following options at the time of termination: (A) Company will pay the Employee an

amount equal to eighteen (18) months of his Base Salary payable over the twelve (12) month period following the date of termination, in substantially equal installments in accordance with Company’s customary payroll practices for Base Salary, during which time, Employee will be required to comply with Employee’s obligations under Section 4(b)(2) (the Cooling-Off Period), and Employee will be required to certify such compliance in writing on a monthly basis; or (B) Employee may request that Company waive the Cooling-Off Period, which decision to waive shall be in Company’s sole discretion, and if Company does waive the Cooling Off Period, Company will continue to pay Employee’s Base Salary as described above until the earlier of (x) twelve (12) months after the date of termination or (y) until Employee finds alternative employment with an employer that competes with the Business, whichever is shorter (Employee will be required to immediately notify Company when he obtains alternative employment that competes with the Business and the date such employment will commence; prior to that time, Employee will be required to certify in writing on a monthly basis that he did not secure alternative employment that competes with the Business); provided that, in either scenario (A) or (B), in the case of amounts in excess of the Separation Pay Limit (as defined in Section 6(j)(2) hereof), to the extent that the Separation Pay Limit is applicable and the “short-term deferral” exception under Code Section 409A is not applicable, the first payment shall not be made prior to the sixtieth (60th) day following such termination and such payment shall include any amounts that would otherwise be due prior thereto (and which has not previously been paid) and in such cases, not until the general release is executed, delivered and effective. Such payments will be in lieu of all other rights of Employee under this Agreement, at law or in equity, except as provided in the first sentence of this Section 2(b). Other than the Cooling-Off Period, if applicable, this paragraph is not intended to limit, eliminate, or affect Employee’s legal or contractual post-termination obligations to Company.
(c) Post Termination Conditions . Upon termination of Employee’s employment, Employee will cooperate with and provide reasonable assistance to Company regarding any litigation, contract negotiation, or other matter related to Employee’s employment with Company in which the benefit of Employee’s knowledge or expertise may be requested by Company, including, without limitation, assisting Company, at Company’s request, in the preparation of litigation (including testifying). To the extent reasonably feasible, any such cooperation shall be coordinated with Employee’s other obligations and Employee’s travel will be limited. Company shall reimburse Employee for Employee’s reasonable out of pocket costs and expenses incurred in connection with Employee’s cooperation within thirty (30) days of Employee’s submission of reasonably satisfactory documentation of such costs and expenses.
3. Extension .
On December 31, 2018 and on each anniversary thereof, the term of employment under this Agreement shall be automatically extended for an additional twelve (12) -month period (the Initial Term, together with any extension, the “Employment Period”). Either Company or Employee may elect to terminate any automatic extension of the Employment Period by giving written notice of such election to the other party no less

than one hundred eighty (180) days prior to the end of the then current Employment Period (the “Non-Extension Notice”). In the event Employee continues in employment after the expiration of the Employment Period, such employment shall be “at will” employment and may be terminated at any time by either party on written notice. The Employee acknowledges and agrees that Section 4 shall continue to apply following the expiration of the Employment Period.
4. Confidentiality/Trade Secrets/Unfair Competition; Competitive Activities; Proprietary Rights .
(a) Confidentiality/Trade Secrets/Unfair Competition.
(1) Defined . In the performance of Employee’s duties, Employee will have access to, receive and be entrusted with trade secrets and other confidential information, included but not limited to information regarding marketing, sales, finances, management, administration, production, distribution, customer lists, pricing, plans, processes, and specifications, which are presently owned, or at any time in the future may be developed and owned by Company or its affiliates or its or their agents or consultants, which are actually or may potentially be used in the operation of Company’s business, or obtained from third parties under an agreement of confidentiality, and which is not otherwise part of the public domain (collectively the “Confidential Material”).
(2) Prohibitions . Employee acknowledges and agrees that all Confidential Material is considered secret and is made available to Employee in strictest confidence. Except in the performance of Employee’s duties or as may be required by applicable law, Employee shall not, directly or indirectly for any reason whatsoever, disclose, duplicate or use any such Confidential Material, unless such Confidential Material ceases (through no fault of Employee) to be confidential because it has become part of the public domain. All records, files, drawings, documents, equipment and other tangible items, and all copies thereof, wherever located, relating in any way to the Confidential Material or otherwise to Company’s business, which Employee prepares, uses or encounters, shall be and remain Company’s sole and exclusive property and shall be included in the Confidential Material.
(3) Delivery . Upon termination of this Agreement by any means, or whenever requested by Company, Employee shall promptly deliver to Company any and all of the Confidential Material, and all copies thereof, not previously delivered to Company, that may be or at any previous time has been in Employee’s possession or under Employee’s control; provided , however , following Employee’s termination of employment for any reason, Employee shall be permitted to retain his personal address book to the extent it contains only contact information. In addition, following Employee’s termination of employment for any reason, Company will cooperate with Employee to transfer to Employee any cell phone number being used by Employee. Employee hereby acknowledges that the sale or unauthorized use, duplication or disclosure of any Confidential Material by any means whatsoever and any time before, during or after employment with Company shall constitute a material breach of this Agreement and unfair competition; and Employee agrees not to engage in unfair competition either during the time employed by Company or at any time thereafter in perpetuity.

(b) Competitive Activities.
(1) Solicitation . Employee covenants and agrees that during the Employment Period, except in the good faith performance of Employee’s duties for Company, and for a period of one (1) year after the date of termination of Employee’s employment, Employee shall not directly or indirectly, influence or attempt to influence or solicit any existing (at the time of Employee’s termination) or prospective (known by Employee to be targeted at the time of his/her termination or where the relationship is created after termination, but during the non-solicitation period) customers, employees, performers or independent contractors of Company or any of its affiliates to restrict, reduce, sever or otherwise alter their relationship or prospective relationship with Company or such affiliates; provided, however, the foregoing shall not be violated by (x) following Employee’s termination of employment, Employee serving solely as a reference for an employee of the Company or (y) general advertising or general solicitation for employment not specifically directed at the Company’s employees. Notwithstanding the proviso in the previous sentence, the Employee may not directly or indirectly hire or influence the hiring of, other than through the provision of a standard reference, any existing employees (at the time of Employee’s termination) or prospective employees (known by Employee to be targeted at the time of his/her termination or where the employment relationship is created after termination, but during the non-solicitation period) who respond to such general advertising or general solicitation by the Employee or any company with which the Employee is affiliated for the non-solicitation period.
(2) Cooling-Off . Employee further covenants and agrees that if Employee’s employment is terminated prior to the expiration of the Employment Period or upon delivery by the Company of a Non-Extension Notice pursuant to which the Employee is entitled to receive severance under Section 2(b) of the Standard Terms and Conditions, for a period of one (1) year after the date of termination (the “Cooling-Off Period”), Employee will not directly or indirectly engage in the “Business” (as defined at the end of this Section 4(b)(2)) in the United States and Puerto Rico and any other country in which Company or any of its affiliates engages in such Business (whether alone, as a partner, joint venturer, officer, director, employee, consultant or investor of any other entity), including but not limited to any activity that is competitive with or adverse to such business or that involves (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of any product, institution or service. Employee also covenants and agrees that during the Cooling-Off Period Employee will not (other than in the performance of Employee’s duties under this Agreement) join or participate with any person who is, or hereafter at any time is, engaged by Company or any of its affiliates as an officer, performer or independent contractor in the conduct of any business, corporation, partnership, firm or enterprise competing with

the business of Company or any of its affiliates. For purposes of this subsection, “Business” means any and all forms of media, communication and entertainment, including, without limitation, television, radio, the internet (including e-services and e-commerce), music, movies, theater, print and visual/audio entertainment via all methods of delivery whether now known or hereafter developed or conceived.
(c) Copyrights and Other Intellectual and Industrial Property Rights .
(1) Copyrights: Works Made For Hire . Employee acknowledges and agrees that Employee is Company’s employee “for hire.” In this regard, Company, and not Employee, is the sole and exclusive owner of the rights to the fruit, proceeds and work product of Employee, including, but not limited to, scripts, artwork, software programs, lay-outs, story boards, characters, stage-names, slogans, designs, sales presentations, etc., created, written, developed, furnished, produced, disclosed or acquired by Employee, alone or in collaboration with others, during Employee’s employment by Company (collectively the “Work Product”). Employee further acknowledges and agrees that the Work Product constitutes “work made for hire” as such term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended, such that all copyrights in and to the Work Product, in any and all media and through all forms of communication or transmission, whether presently known or hereafter developed, are the exclusive property of Company. If, for any reason, the Work Product or any portion thereof does not qualify as “work made for hire,” Employee is deemed to have hereby irrevocably sold, assigned and transferred to Company all copyrights in and to the Work Product or applicable portion thereof, exclusively, in perpetuity and throughout the universe.
(2) Post Termination Intellectual or Industrial Property Rights . Without limitation to subparagraph 4(c)(1) above, Employee further acknowledges and agrees that any work or material (whether protectable under patent, trademark, copyright, trade secret, or otherwise) conceived, discovered, created, or made by Employee, alone or in collaboration with others, within one (1) year after the termination of Employee’s employment by Company for any reason, which is derivative from Employee’s work for Company during his/her employment with Company, or that results from Employee’s use of any Company property (including, without limitation, any Company trade secret or confidential information that Employee acquired during or by reason of his/her employment with Company), is hereby deemed conclusively by the parties to constitute “Work Product” for the purposes of this Section 4(c) and will belong to Company as its sole and exclusive property, and is hereby irrevocably assigned by Employee to Company, exclusively, in perpetuity and throughout the universe. For the avoidance of doubt, Company will not be barred from claiming infringement of its intellectual property rights by Employee or Employee’s then-current employer merely by the passage of the one (1) year period mentioned above. Employee shall promptly and fully disclose the underlying basis for all such patent, trademark, trade secret or other intellectual or industrial property to Company and shall cooperate with Company in perfecting its ownership rights therein and thereto.

(3) Moral Rights . Employee hereby irrevocably assigns and transfers to Company, exclusively, in perpetuity and throughout the world, any and all Moral Rights (as defined below) that Employee may have in or to the Work Product under the laws of any country or jurisdiction in the world. To the extent any such rights cannot be assigned to Company, Employee hereby irrevocably waives in perpetuity and agrees never to assert such rights against Company or its affiliates, partners or licensees. In the event any such rights cannot be assigned to Company or waived by Employee, Employee hereby irrevocably grants to Company an exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense to others, to exploit such rights in any manner and for any purpose whatsoever. As used herein, the term “Moral Rights” shall mean the rights to (a) divulge a work to the public, (b) retract a work from the public, (c) claim authorship of a work, and (d) prevent any distortion, mutilation, or other modification of a work; the term shall include any and all similar rights existing under the laws of any country or jurisdiction in the world, or under any international treaties, regardless of whether such rights are generally referred to as “moral rights.”
5. Conflicts of Interest . Employee represents and warrants that Employee is familiar with the provisions of Sections 317 and 507 of the Communications Act of 1934, as amended, recognizes Employee’s responsibilities and personal liabilities thereunder, and will fully comply with those provisions during the Employment Period. Specifically, Employee will not, without the prior knowledge and written consent of Company in each instance: (a) engage in any business or economic activity that would create a conflict of interest in the selection of broadcast matter; (b) accept any favors, loans, entertainment or anything of value from persons seeking the airing of any matter in return therefor; or (c) promote over the air any activity or matter in which Employee or any affiliate of Employee has a direct or indirect financial interest. Employee will provide Company with such information and execute such certifications as Company may from time to time reasonably require to enable Company to discharge its obligations under the above-referenced statutory provisions.
6. Miscellaneous .
(a) Succession . This Agreement shall inure to the benefit of and shall be binding upon the Company, its successors and assigns. The obligations and duties of Employee hereunder are personal and not assignable. The Company may assign its rights and obligations to any successor or affiliate of the Company without the consent of the Employee.
(b) Notices . Any notice provided for in this Agreement shall be in writing and sent:
If to Company to:
Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, New York 10158
Attention: General Counsel

With copies to:
Arya Towfighi, SVP/Assistant General Counsel – Head of Litigation
Univision Communications Inc.
5999 Center Drive
Los Angeles, California 90045-0073
Fax: (310) 348-3679
and
Michael Pustizzi, Vice President Human Resources
Univision Communications Inc.
9405 NW 41st Street
Miami, Florida 33178
or at such other address as Company may from time to time in writing designate; and, if to Employee, at such address as Employee may from time to time in writing designate (or Employee’s business address of record in the absence of such designation). All notices will be deemed to have been given immediately if communicated by telecopy or facsimile transmission, and two (2) business days after they have been deposited, in the United States mail, certified, return receipt requested, postage paid and properly addressed to the designated address of the party to receive the notice (or on the date the return receipt is signed, if later than two (2) business days).
(c) Entire Agreement . This instrument constitutes and contains the entire agreement and final understanding concerning Employee’s employment and the other subject matters addressed herein between the parties. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and supersedes and replaces all prior negotiations and all agreements, proposed or otherwise, whether written or oral, concerning the subject matters hereof. Any representation, warranty, covenant or agreement not specifically included in this Agreement will not be binding upon or enforceable against either party. This is a fully-integrated agreement. No amendment or modification of the terms of this Agreement will be valid unless made in writing and signed by Employee and Company.
(d) Waiver . No failure on the part of any party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof or of any other right, nor will any single or partial exercise preclude any further or other exercise of such or any other right.
(e) Choice of Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed in such State and without regard to conflicts of law doctrines, except to the extent that federal law preempts certain matters.

(f) Severability . If this Agreement for any reason is or becomes unenforceable in any material respect by any party, it shall thereupon terminate and become unenforceable by the other party as well. In all other respects, if any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law. In the event that any portion of the second paragraph of Section 1 or any portion of Section 4 of these Standard Terms and Conditions is more restrictive than permitted by applicable law, such provisions shall be deemed and construed as limited to the extent, but only to the minimum extent, necessary to permit their enforcement under such law. In particular, the parties acknowledge that the duration and geographic scope of such provisions may be so limited to permit the greatest possible enforcement thereof.
(g) Withholding . All compensation payable hereunder shall be subject to applicable taxes, withholding, premium charges, co-payment of benefits, self-insured retentions and other normal deductions.
(h) Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights at law or in equity existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for certain breaches of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Such injunctive relief shall be available without the posting of any bond or other security. In this connection, the parties agree that the services to be rendered by Employee under this Agreement are of a special, unique and extraordinary nature, which gives them a peculiar value and that a breach by Employee will cause Company great and irreparable injury and harm.
(i) Survival . The provisions of Sections 2(b)(c), 3(d), 4(a)(b)(c), and 6(d)(e)(f)(h)(i)(j) will survive the expiration or earlier termination of this Agreement.
(j) Code Section 409A .
(1) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Employee acknowledges that under the tax laws, Employee and not the Company is liable for any additional tax, interest or penalties that may be imposed under Code Section 409A.
(2) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment

unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that as a result of an earlier absence because of mental or physical incapacity Employee incurs a “separation from service,” Employee shall on such date automatically be terminated from employment as a Disability termination. If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(j)(2) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the term “Separation Pay Limit” shall mean, two (2) times the lesser of (i) Employee’s annualized compensation based on Employee’s annual rate of pay for the taxable year of Employee preceding the taxable year in which Employee has a “separation from service,” and (ii) the maximum amount that may be taken into account under a tax qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for the year in which Employee incurs a “separation from service.”
(3) (i) All expenses or other reimbursements as provided herein shall be payable in accordance with Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.
(4) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company.
(k) Legal Fees . The Company will reimburse Employee for up to $25,000 in the aggregate for legal fees incurred by Employee in connection with the negotiation of this Agreement. The Company will reimburse Employee’s legal fees within thirty (30) days of Employee’s submission of reasonably satisfactory documentation of such fees.
(l) Indemnification Agreement . A copy of Company’s Indemnification Agreement with Employee is attached hereto as Exhibit B.

EXHIBIT A
GENERAL RELEASE OF CLAIMS
A general release is required as a condition for receiving the severance payments and benefits described in Section 2(b) of the Amended and Restated Employment Agreement, by and between Univision Communications Inc., a Delaware corporation (“Company”) and Peter Lori, effective as May 4, 2015 (the “Employment Agreement”).
(1) General . By executing this General Release (“General Release”), you have advised us that you waive any and all claims against the Company, and its subsidiaries and affiliated or related entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, and in such capacities their respective past, present or future officers, directors, shareholders, employees, trustees, fiduciaries, administrators, agents or representatives (collectively, the “Releasees”) and by execution of this General Release you irrevocably and unconditionally release and forever discharge any such claims except as provided in Paragraph 3(d) below.
(2) Acknowledgment . You hereby agree and acknowledge that the severance pay and benefits under Section 6 of the Employment Agreement exceed any payment, benefit or other thing of value to which you might otherwise be entitled under any policy, plan or procedure of the Company or its Affiliates (as defined in the Employment Agreement) or pursuant to any prior agreement or contract with the Company or its Affiliates.
(3) Release .
(a) You understand and agree that this General Release will extend to all claims, demands, liabilities and causes of action of every kind, nature and description whatsoever, whether known, unknown or suspected to exist, which you ever had or may now have against the Releasees related to the Company and its subsidiaries and affiliates or related entities, including, without limitation, any claims, demands, liabilities and causes of action arising from your employment with the Releasees and the termination of that employment, including any claims for severance or vacation pay, business expenses, and/or pursuant to any federal, state, county, or local employment laws, regulations, executive orders, or other requirements, including, but not limited to, Title VII of the 1964 Civil Rights Act, the 1866 Civil Rights Act, the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Workers Adjustment and Retraining Notification Act, Sections 503 and 504 of the Rehabilitation Act of 1973, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley Act of 2002, the New York State Human Rights Law, the New York Executive Law, the New York Labor Law, the New York City Administrative Code and any other local, state or federal fair employment laws, and any contract or tort claims.
(b) It is further understood and agreed that you are waiving any right to initiate an action in state or federal court by you or on your behalf alleging discrimination on the basis of race, sex, religion, national origin, age, disability, marital status, or any other protected status or involving any contract or tort claims based on your termination of employment from the Company that are released hereby. It is also acknowledged that your termination is not in any way related to any work related injury.

(c) This General Release will not prevent you from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that any claims by you for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) shall be barred.
(d) The sole exceptions to this General Release are: (i) retirement benefits accrued and vested prior to the effective date of your employment termination, (ii) documented, accrued and unpaid wages, benefits and expense reimbursement owing for the period through the effective date of your employment termination, (iii) the accrued and unpaid welfare benefit claims incurred prior to your employment termination, (iv) the benefits specifically provided in Section 6 of the Employment Agreement, (v) treatment of your equity awards as provided in the applicable equity plan or award agreement, (vi) any right to indemnification under applicable corporate law, the Employment Agreement, the by-laws or certificate of incorporation of the Company or any Affiliate, any agreement between you and the Company or any Affiliate or any Company benefit plan and (vii) any rights as an insured under any director’s and officer’s liability insurance policy.
(4) Releasors . This General Release is being made by you for yourself and on behalf of your heirs, executors, administrators, dependents, trustees, legal representatives and Assigns.
(5) Restrictive Covenants . You hereby agree that you are still subject to the obligations under Section 8 of the Employment Agreement and such Section 8 and Section 9 of the Employment Agreement shall survive your termination of employment with the Company.
(6) Enforceability . Based on executing this General Release, it is further understood and agreed that you covenant not to sue to challenge the enforceability of this General Release.
(7) Consideration Period . The ability to receive compensation and benefits under the terms of the Employment Agreement, as applicable, will remain open for a forty-five (45) ( 45 days if part of a layoff of two or more individuals) or twenty-one (21) (21 days if a single termination ) day period after the later of your termination of employment with the Company and the delivery of this General Release to give you an opportunity to consider the effect of this General Release. At your option, you may elect to execute this General Release on an earlier date. Additionally, you have seven (7) days after the date you execute this General Release to revoke it. As a result, this General Release will not be effective until eight (8) days after you execute it. We also want to advise you of your right to consult with legal counsel prior to executing a copy of this General Release.

You understand that your notice rescinding this General Release must be in writing and hand-delivered or mailed to the Company. If mailed, your notice rescinding this General Release must be:
 
 	A.	Postmarked within seven (7) days after you sign and deliver this General Release to the Company;	
 
 	B.	Properly addressed to:	
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Office of the General Counsel—Employment
 
 	And		
 
 	C.	Sent by certified mail, return receipt requested, postage pre-paid.	
(8) Severability . If any provision of this General Release is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provision. On the contrary, such remaining provisions shall be fully severable, and this General Release shall be construed and enforced as if such invalid provisions never had been inserted in the General Release.
(9) Entire Agreement . This General Release sets forth the entire understanding of the parties and supersedes any and all prior agreements, oral or written, relating to the subject matters contained herein and is legally binding and enforceable. This General Release may not be modified except by a written document, signed by you and by a duly authorized corporate officer of the Company.
(10) Governing Law . This General Release shall be governed and interpreted under federal law and the laws of the State of New York without regard to principles of conflict of laws.
FINALLY, THIS IS TO EXPRESSLY ACKNOWLEDGE:
 
 	•	 	You have received a list of the ages and job descriptions of the individuals who are eligible to receive severance payments conditioned upon the signing of a similar General Release. ( This bullet point only applies if the termination is part of a termination of layoff of a group. Otherwise the Company is not required to give a list of such ages and job descriptions .)	
 
 	•	 	You have been provided a period of at least [twenty-one (21) days/forty-five (45) days] within which to consider the terms of this General Release;	
 
 	•	 	You have been advised by the Company to consult with an attorney of your choosing in connection with this General Release;	
 
 	•	 	You fully understand the significance of all of the terms and conditions of this General Release, and are signing this General Release voluntarily and of your own free will and without reservation or duress and assent to all the terms and conditions contained herein; and	

 	•	 	No promises or representations, written or oral, have been made to you by any person to induce you to sign this General Release other than the promise of payment set forth in Section 2(b) of the Employment Agreement.	
I HEREBY STATE THAT I HAVE CAREFULLY READ THIS GENERAL RELEASE AND THAT I AM SIGNING THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE RELEASEES FROM ANY AND ALL CLAIMS, EXCEPT AS SET FORTH HEREIN. FURTHER, IF SIGNED PRIOR TO THE COMPLETION OF THE FORTY-FIVE (45) OR TWENTY-ONE (21) DAY REVIEW PERIOD, THIS IS TO ACKNOWLEDGE THAT I KNOWINGLY AND VOLUNTARILY SIGNED THIS GENERAL RELEASE ON AN EARLIER DATE.

Date:	 	 	 		 	PETER LORI:	 	 	
Please return this fully executed General Release to the address set forth below:
Univision Communications Inc.
605 Third Avenue
New York, NY 10158
Attn: Office of the General Counsel—Employment

Exhibit 10.20
EXECUTION VERSION
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of October 12, 2015 (the “Effective Date”), by and between Univision Communications Inc. (“Univision”), Univision Holdings, Inc. (“Parent” and together with Univision, the “Company”), and Jonathan Schwartz (“Executive”).
RECITALS
WHEREAS , the Univision Management Co., Parent and Executive entered into that certain Employment Agreement dated as of December 1, 2012 pursuant to which Executive serves as Executive Vice President, General Counsel and Secretary of the Company (“Prior Agreement”).
WHEREAS , the Company and Executive desire to amend and restate the Prior Agreement in its entirety, to set forth the terms of the Executive’s continued employment with the Company.
WHEREAS , the Company desires to continue to employ Executive and Executive desires to continue to be employed by the Company on the terms and conditions set forth herein;
NOW, THEREFORE , in consideration of the mutual covenants contained herein, Executive and Company agree as follows:
1. Definitions/Interpretation . The terms and conditions of Sections 1-10 (the “Express Terms and Conditions”), together with the “Standard Terms and Conditions” attached hereto and incorporated herein by reference, are collectively referred to as the “Agreement.” All capitalized terms in the Agreement have the meaning set forth in the Express Terms and Conditions, except as otherwise specifically defined in the Standard Terms and Conditions. In the event of a conflict, the Express Terms and Conditions will prevail over the Standard Terms and Conditions. All references to “Section” are Sections of the Standard Terms and Conditions unless expressly stated otherwise.
2. Employment/Term . On the terms and subject to the conditions set forth in this Agreement, Company hereby continues to employ Executive and Executive hereby accepts such continued employment as Executive Vice President, General Counsel & Head of Government Relations, and Secretary for the period commencing on the Effective Date and ending on December 31, 2019, unless terminated earlier in accordance with this Agreement. On December 31, 2019 and each anniversary thereof, the term of this Agreement will be automatically extended for an additional twelve month period unless either the Company or Executive shall have given written notice to the other of an intention not to automatically extend the Agreement (delivered at least six months prior to any scheduled expiration). The initial term, together with any extensions, is referred to as the “Term”.

3. Duties . Executive will perform the duties and responsibilities and render services in the capacity of Executive Vice President, General Counsel & Head of Government Relations, and Secretary of the Company. Executive will observe and comply with all rules, regulations, policies, orders and directions, whether oral or written, as Company may prescribe from time to time (“Company’s Policies”) and will report directly to the Chief Executive Officer of the Company and its Board of Directors.
4. Base Salary . In consideration of all services rendered by Executive under this Agreement, Company shall pay Executive a base salary (as it may be increased pursuant to Section 6 below, the “Base Salary”) at the annualized rate of $1,100,000 effective as of January 1, 2015, with any amount due with respect to the period prior to the execution of this Agreement, to be paid with the first payroll following the execution of this Agreement. The Base Salary will be paid in accordance with Company’s customary payroll practices, which may change from time to time in Company’s sole discretion.
5. Annual Bonus . Executive shall be eligible for an annual target bonus of 136% of Base Salary (initially, approximately $1,500,000) for each fiscal year during the Term (as it may be increased pursuant to Section 6 below, the “Target Bonus”), subject to the satisfaction of performance and other criteria (including discretionary components in accordance with Company practices) established by the Chief Executive Officer in good faith and in consultation with the compensation committee of the board of directors of Univision or the compensation committee of the board of directors of the Parent, as applicable (such compensation committees are collectively referred to herein, as the “Compensation Committee”), and approved by the Compensation Committee to the extent required by the Company’s or the Parent’s governance practices, following the end of the applicable fiscal year. Each annual bonus, if any, shall be paid in the calendar year next following the year in which it is earned when bonuses are paid to other executives.
6. Annual Compensation Review . Beginning on January 1, 2017 Executive’s Base Salary and annual Target Bonus will be reviewed annually by the Chief Executive Officer of the Company and either or both may be increased, but not decreased; provided that, Executive’s Base Salary and annual Target Bonus shall not be decreased at any time. Performance goals for Executive will be established by the Chief Executive Officer of the Company after consultation with the Executive.
7. Equity Grants . Executive shall be eligible for consideration for equity grants, which grants shall be made in the sole discretion of the Compensation Committee from time to time.
8. Vacation . Pursuant to Company policy, Executive is no longer eligible for a fixed amount of paid vacation time and shall cease to accrue vacation days in accordance with the Company’s prior vacation policy. Effective as of the date of this Agreement, Executive agrees that, in exchange for the consideration provided herein, all vacation days accrued under the prior policy and this Section 8 are waived as of the date of this Agreement. Executive may take reasonable paid vacation time, to the extent such does not materially conflict with the performance of his duties and responsibilities under this Agreement.
 
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9. Other Benefits . During the Term, Executive shall be entitled to participate in any benefit plans, including medical, disability and life insurance offered by the Company from time to time, on the same basis as those generally made available to other senior executives of the Company, to the extent Executive may be eligible to do so under the terms of any such benefit plan, it being agreed that Executive will be eligible for medical plan coverage and 401(k) plan participation on the first day of his employment hereunder. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion.
10. Place of Employment . Executive’s principal place of employment will be in New York City, or at such other place as may be mutually determined by Company and Executive. Notwithstanding the foregoing, Executive will engage in temporary travel as Company may reasonably request or as may be required to carry out Executive’s duties and responsibilities hereunder.
IN WITNESS WHEREOF , the parties have executed this Agreement as of the date written below.

UNIVISION HOLDINGS, INC.	
		
By:	 	/s/ Francisco J. Lopez-Balboa	
	 	(Francisco J. Lopez-Balboa)	
Dated:                     	
	
UNIVISION COMMUNICATIONS INC.	
		
By:	 	/s/ Francisco J. Lopez-Balboa	
	 	(Francisco J. Lopez-Balboa)	
Dated:                     	
	
/s/ Jonathan Schwartz	
Jonathan Schwartz	
Date: 10-12-15	
 
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STANDARD TERMS AND CONDITIONS
1. Exclusivity of Services.
(a) Full Time . Executive will render services solely and exclusively for Company and devote Executive’s full business time, energy and ability to Company and faithfully and diligently promote the business affairs and interests of Company.
(b) Prohibited Activities . Without the prior express written consent of Company, which consent may be withheld or rescinded at any time in the sole discretion of Company, Executive will not, directly or indirectly, either individually or as an employee, agent, partner, joint venturer, shareholder, consultant, officer, director or in any other capacity: (i) render professional services to any other person or entity, except to a charitable organization for no consideration and then only to the extent it does not interfere with the business interests of Company and the performance by Executive of Executive’s obligations under this Agreement and does not have the effect of negatively impacting the reputation of Company or Executive; or (ii) participate, engage in or have any financial or other interest in any business that is competitive in any manner whatsoever with any business in which Company or any of its affiliates is now or may hereafter become engaged. The foregoing prohibition does not include ownership by Executive of less than five percent (5%) of the outstanding shares of any publicly-traded entity, provided that Executive does not otherwise participate in such entity as a director, officer, employee or in any other capacity.
(c) No Commitments . Executive represents and warrants to Company that Executive has no outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered by Executive hereunder.
2. Termination.
(a) Events . This Agreement and Executive’s employment by Company will terminate on the earlier of (i) the expiration of the Term, or (ii) the first to occur of any of the following:
(1) Disability .
(i) Failure to Render Service . In the event Executive fails for a period of one hundred twenty (120) business days, either consecutively or in the aggregate during any twelve- (12) month period, as a result of illness, incapacity, Disability, injury, or by reason of any statute, law, ordinance, regulation, order, judgment or decree, to render the services contemplated by this Agreement, Company, by written notice to Executive, may terminate Executive’s employment.
 
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(ii) Disability Defined . “Disability” shall for purposes of this Agreement mean a physical or mental condition that substantially limits a major life activity and that renders Executive unable to perform the essential functions of Executive’s position, even with such reasonable accommodation by Company that does not impose an undue hardship on Company. Company reserves the right, in good faith, to make the determination of Disability under this Agreement based on information supplied by Executive’s medical personnel, as well as information from medical personnel selected by Company or its insurers.
(2) Death . Executive’s employment shall automatically terminate upon the death of Executive.
(3) For Cause . Company may terminate Executive’s employment at any time, without notice, for Cause. For purposes of this Agreement the term “Cause” means: (i) willful misconduct in connection with the performance of Executive’s duties; (ii) gross negligence that is materially damaging to the Company; (iii) theft, fraud or other illegal conduct in connection with the performance of Executive’s duties; (iv) willful refusal or unwillingness to perform material duties; (v) sexual or other unlawful harassment in connection with the performance of Executive’s duties; (vi) conviction (or plea of guilty or nolo contendere) of a felony or a crime involving moral turpitude; (vii) material violation of a fiduciary duty; material violation of the duty of loyalty; or material breach of this Agreement. If an alleged event of Cause is susceptible to cure, the Company shall provide 20 days written notice, stating the particulars of the alleged event of Cause, and may only terminate for Cause if Executive has failed to cure or take reasonable steps to cure such alleged event of Cause within such 20 day period. For purposes hereof, no act or omission shall be deemed “willful” unless it was taken (or not taken) in bad faith or without a reasonable belief that it was in the best interests of the Company.
(4) Without Cause . Company, in its sole and absolute discretion, may terminate Executive’s employment at any time without Cause and with or without notice, subject to subsection (b) below.
(5) Without Good Reason . Executive may terminate his employment hereunder and this Agreement without Good Reason upon 30 days prior written notice.
(6) With Good Reason . Executive may terminate his employment hereunder and this Agreement with Good Reason. For purposes of this Agreement, the term “Good Reason” means any of the following events without Executive’s prior written consent: (i) material reduction in Executive’s duties, responsibilities or authority, (ii) no longer reporting to the Chief Executive Officer, (iii) an adverse change in title, (iv) a relocation of Executive’s primary office location at least fifty miles father from both his then primary office location and the Executive’s then
 
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primary residence, or (v) a material breach by the Company of this Agreement or any other agreement between the Executive and the Company (or an affiliate thereof). Resignation by Executive for Good Reason shall be communicated by delivery to the Company of a written notice from Executive within ninety days of the event constituting Good Reason stating the particulars thereof. If an alleged event of Good Reason is susceptible to cure, the Company shall have 30 days from the receipt of such notice to cure or take reasonable steps to cure such alleged event of Good Reason. Notwithstanding the foregoing, an event or condition shall not constitute Good Reason for purposes of this Agreement unless Executive terminates his employment as a result of such event or condition no later than six months after the initial occurrence of such event or condition.
(b) Effect of Termination . Effective as of the date of the termination of Executive’s employment pursuant to this Section 2, Executive’s right to receive Base Salary, Benefits, expense reimbursement and other amounts (such as bonuses) for periods following the date of termination will cease, provided that Company will pay to Executive such amounts, if any, that Executive has earned but are unpaid, payable in accordance with Company’s customary payroll practices or the applicable plan, program or policy. For the avoidance of doubt, Executive shall be entitled to receive (1) Base Salary through the date of termination, (2) reimbursement of all reasonable and necessary business expenses incurred on or prior to the date of termination, (3) all payments due pursuant to any plan or arrangement of the Company, and (4) any other payments or benefits required by law. If the Term ends as a result of Executive’s death or disability, he (or his estate) shall be entitled to receive the payments described in clauses (ii)–(iv) below as if his employment had been terminated without Cause. Notwithstanding the foregoing, in the event Executive’s employment is terminated without Cause pursuant to Section 2(a)(4) or by the Executive with Good Reason pursuant to Section 2(a)(6), and subject to Executive’s compliance with the conditions of Sections 2(c), 3 and 5(j) and execution and delivery within sixty (60) days following such termination of a full and general release of all claims, including but not limited to all claims in connection with Executive’s employment or the termination thereof, in such form as reasonably required by Company and which shall be delivered on or about the date of termination (which is no longer subject to revocation under applicable law), Company will have the following obligations to the Executive:
(i) Pay to the Executive an amount equal to eighteen (18) months of his Base Salary (at the rate in effect on the date of termination but excluding any reduction that may have been the basis for a Good Reason termination), over the twelve (12) month period following the date of termination in substantially equal installments in accordance with Company’s customary payroll practices, during which time Executive will be required to fully comply with Executive’s obligations under Section 3(b)(2) (the Cooling-Off Period), and Executive will be required to certify such compliance in writing on a monthly basis;
(ii) pay to the Executive (A) 70% of the pro rata portion of the Target Bonus within 30 days of the effective date of the release described above (such pro rata portion to be calculated by multiplying the Target Bonus in effect on the date of
 
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termination (but excluding any reduction that may have been the basis for a Good Reason termination) by a fraction where the numerator is the number of days that have elapsed since the beginning of the applicable year through the date of termination and the denominator is 365) and (B) at such time as bonuses are determined and paid to other executives of the Company for the year of termination, any additional bonus that would have been due to the Executive if he had been employed at the payment date with such amount being consistent with the percentages paid to other executives but pro rated in the manner described above (to illustrate, if the other executives receive their target bonus, then Executive shall be entitled to the pro rata portion of the remaining 30% of the Target Bonus or if the other executives receive 90% of their target bonus. Executive shall receive a pro rata portion of the additional 20%);
(iii) pay to the Executive any bonus that has been earned from the year prior to the year in which the termination occurred to the extent it has not been previously paid, payable at the time such bonuses are paid generally to other executives pursuant to Section 5 of the Express Terms and Conditions;
(iv) pay that portion of the COBRA premium that it would have paid if Executive were an active employee for the same level of coverage in place on the date of termination for a period of one year (or, if earlier, until he is eligible for comparable coverage with a subsequent employer);
provided that, in the case of amounts in excess of the Separation Pay Limit (as defined in Section 5(j)(2) hereof), to the extent that the Separation Pay Limit is applicable and the “short-term deferral” exception under Code Section 409A is not applicable, the first payment under clause (i) shall not be made prior to the sixtieth (60th) day following such termination and such payment shall include any amounts that would otherwise be due prior thereto (and which has not previously been paid) and in such cases, not until the general release is executed, delivered and effective. Such payments will be in lieu of all other rights of Executive under this Agreement, at law or in equity, except as provided in the first sentence of this Section 2(b).
(c) Effect of Non-Renewal . In addition, notwithstanding anything to the contrary contained herein, in the event that a notice of non-renewal is provided, Executive shall remain entitled to the annual bonus pursuant to Section 5 of the Express Terms and Conditions for the last year of the then effective Term, payable at the same time as bonuses are paid to other executives as provided in such Section.
(d) Post Termination Conditions . Upon termination of Executive’s employment, Executive will cooperate with and provide reasonable assistance to Company (with due regard to Executive’s business and personal commitments) regarding any litigation, contract negotiation, or other matter in which the benefit of Executive’s knowledge or expertise may be requested by Company, including, without limitation, assisting Company, at Company’s request, in the preparation of litigation (including testifying). The Company shall promptly reimburse Executive for all reasonable expenses incurred in connection with the provision of such services.
 
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(e) Exclusivity . During the Term, Executive shall not directly or indirectly enter into any negotiations with anyone for the performance of services by Executive after the expiration of the Term if such services would violate Section 3(b)(2).
3. Confidentiality/Trade Secrets/Unfair Competition: Competitive Activities; Proprietary Rights.
(a) Confidentiality/Trade Secrets/Unfair Competition.
(1) Defined . In the performance of Executive’s duties, Executive will have access to, receive and be entrusted with trade secrets and other confidential information, included but not limited to information regarding marketing, sales, finances, management, administration, production, distribution, customer lists, pricing, plans, processes, and specifications, which are presently owned, or at any time in the future may be developed and owned by Company or its affiliates or its or their agents or consultants, which are actually or may potentially be used in the operation of Company’s business, or obtained from third parties under an agreement of confidentiality, and which is not otherwise part of the public domain (collectively the “Confidential Material”).
(2) Prohibitions . Executive acknowledges and agrees that all Confidential Material is considered secret and is made available to Executive in strictest confidence. Except in the performance of Executive’s duties or as may be required by applicable law, Executive shall not, directly or indirectly for any reason whatsoever, disclose, duplicate or use any such Confidential Material, unless such Confidential Material ceases (through no fault of Executive) to be confidential because it has become part of the public domain. All records, files, drawings, documents, equipment and other tangible items, and all copies thereof, wherever located, relating in any way to the Confidential Material or otherwise to Company’s business, which Executive prepares, uses or encounters, shall be and remain Company’s sole and exclusive property and shall be included in the Confidential Material. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be construed to prohibit Executive from reporting possible violations of federal or state laws or regulations to any governmental agency or self-regulatory organization, or making other disclosures that are protected under whistle blower or other provisions of any federal or state law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive is not required to notify the Company that he made such reports or disclosures.
(3) Delivery . Upon termination of this Agreement by any means, or whenever requested by Company, Executive shall promptly deliver to Company any and all of the Confidential Material, and all copies thereof, not previously delivered to Company, that may be or at any previous time has been in Executive’s possession or under Executive’s control. Executive hereby acknowledges that the sale or unauthorized use, duplication or disclosure of any Confidential Material by any means whatsoever and any time before, during or after employment with Company shall constitute a material breach of this Agreement and unfair competition: and Executive agrees not to engage in unfair competition either during the time employed by Company or at any time thereafter in perpetuity.
 
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(b) Competitive Activities.
(1) Solicitation . Executive covenants and agrees that during the Term and for a period of one (1) year after the date of termination of Executive’s employment, Executive shall not directly or indirectly influence or attempt to influence or solicit any existing (at the time of Executive’s termination) or prospective (known by Executive to be targeted at the time of his/her termination or where the relationship is created after termination, but during the non-solicitation period) customers, employees, performers or independent contractors of Company or any of its affiliates to restrict, reduce, sever or otherwise alter their relationship or prospective relationship with Company or such affiliates.
(2) Cooling-Off . Executive further covenants and agrees that if Executive’s employment is terminated prior to the expiration of the Term, for a period of one (1) year after the date of termination (the “Cooling-Off Period”), Executive will not directly or indirectly engage in the “Business” (as defined at the end of this Section 3(b)(2)) in the United States and Puerto Rico and any other country in which Company or any of its affiliates engages in such Business (whether alone, as a partner, joint venturer, officer, director, employee, consultant or investor of any other entity), including but not limited to any activity that is competitive with or adverse to such business or that involves (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production of advertising, news or programming of any kind or the distribution or transmission of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale of any product, institution or service. Executive also covenants and agrees that during the Cooling-Off Period Executive will not (other than in the performance of Executive’s duties under this Agreement) join or participate with any person who is, or hereafter at any time is engaged by Company or any of its affiliates as an officer, performer or independent contractor in the conduct of any business, corporation, partnership, firm or enterprise competing with the business of Company or any of its affiliates. For purposes of this subsection, “Business” means any and all forms of media, communication and entertainment, including, without limitation, television, radio, the internet (including e-services and e-commerce), music, movies, theater, print and visual/audio entertainment via all methods of delivery whether now known or hereafter developed or conceived. Notwithstanding anything to the contrary contained herein or in any other agreement between the Executive and the Company or an affiliate thereof, nothing shall prevent Executive from practicing law even if for an entity engaged in the Business other than in the capacity as an in-house attorney for a Business to the extent that Business is directly and materially competitive with the Company.
(c) Copyrights and Other Intellectual and Industrial Property Rights.
(1) Copyrights: Works Made For Hire . Executive acknowledges and agrees that Executive is Company’s employee “for hire.” In this regard, Company,
 
9

and not Executive, is the sole and exclusive owner of the rights to the fruit, proceeds and work product of Executive, including, but not limited to, scripts, artwork, software programs, lay-outs, story boards, characters, stage-names, slogans, designs, sales presentations, etc., created, written, developed, furnished, produced, disclosed or acquired by Executive, alone or in collaboration with others, during Executive’s employment by Company as well as within the one (1) year period thereafter (collectively the “Work Product”). Executive further acknowledges and agrees that the Work Product constitutes “work made for hire” as such term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended, such that all copyrights in and to the Work Product, in any and all media and through all forms of communication or transmission, whether presently known or hereafter developed, are the exclusive property of Company. If, for any reason, the Work Product or any portion thereof does not qualify as “work made for hire,” Executive is deemed to have hereby irrevocably sold, assigned and transferred to Company all copyrights in and to the Work Product or applicable portion thereof, exclusively, in perpetuity and throughout the universe.
(2) Other Intellectual or Industrial Property Rights . Without limitation to subparagraph 4(c)(1) above, Executive further acknowledges and agrees that all rights in and to any patent, trademark, trade secret, or other intellectual or industrial property relating to Company’s actual or contemplated business or activities, where the underlying basis for such patent, trademark, trade secret or other intellectual or industrial property is conceived, discovered, created, made, written, developed, etc. by Executive, alone or in collaboration with others, at any time during Executive’s employment by Company or within one (1) year after the expiration or termination of Executive’s employment for any reason, shall belong to Company as its sole and exclusive property, and are hereby irrevocably assigned by Executive to Company, exclusively, in perpetuity and throughout the universe. Executive shall promptly and fully disclose the underlying basis for all such patent, trademark, trade secret or other intellectual or industrial property to Company and shall cooperate with Company in perfecting its ownership rights therein and thereto.
(3) Moral Rights . Executive hereby irrevocably assigns and transfers to Company, exclusively, in perpetuity and throughout the world, any and all Moral Rights (as defined below) that Executive may have in or to the Work Product under the laws of any country or jurisdiction in the world. To the extent any such rights cannot be assigned to Company, Executive hereby irrevocably waives in perpetuity and agrees never to assert such rights against Company or its affiliates, partners or licensees. In the event any such rights cannot be assigned to Company or waived by Executive, Executive hereby irrevocably grants to Company an exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense to others, to exploit such rights in any manner and for any purpose whatsoever. As used herein, the term “Moral Rights” shall mean the rights to (a) divulge a work to the public, (b) retract a work from the public, (c) claim authorship of a work, and (d) prevent any distortion, mutilation, or other modification of a work; the term shall include any and all similar rights existing under the laws of any country or jurisdiction in the world, or under any international treaties, regardless of whether such rights are generally referred to as moral rights.”
 
10

4. Conflicts of Interest . Executive represents and warrants that Executive is familiar with the provisions of Sections 317 and 507 of the Communications Act of 1934, as amended, recognizes Executive’s responsibilities and personal liabilities thereunder, and will fully comply with those provisions during the Term. Specifically, Executive will not, without the prior knowledge and written consent of Company in each instance: (a) engage in any business or economic activity that would create a conflict of interest in the selection of broadcast matter; (b) accept any favors, loans, entertainment or anything of value from persons seeking the airing of any matter in return therefor; or (c) promote over the air any activity or matter in which Executive or any affiliate of Executive has a direct or indirect financial interest. Executive will provide Company with such information and execute such certifications as Company may from time to time reasonably require to enable Company to discharge its obligations under the above-referenced statutory provisions.
5. Miscellaneous.
(a) Succession . This Agreement shall inure to the benefit of and shall be binding upon Company, its successors and assigns. The obligations and duties of Executive hereunder are personal and not assignable. Company will have the right to assign its rights and obligations only to any successor or affiliate of Company, provided that the Company remains liable for such obligations.
(b) Notices . Any notice provided for in this Agreement shall be in writing and sent:
If to Company to:
Frank Lopez-Balboa, EVP, Chief Financial Officer
Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, NY 10158
With copies to:
Ray Mercedes, Senior Vice President/Associate General Counsel
Univision Communications Inc.
605 Third Avenue, 12th Floor
New York, NY 10158
Fax: (212) 937-3901
or at such other address as Company may from time to time in writing designate; and, if to Executive, at such address as Executive may from time to time in writing designate (or Executive’s residential address of record in the absence of such designation) with copies to Bonnie Klugman, Esq., Becker, Glynn, Muffly, Chassin & Hosinski, LLP, 299 Park Avenue. New York, NY 10171, Fax No. (212) 888-0255. All notices will be deemed to have been given immediately if communicated by telecopy or facsimile transmission, and two (2) business days after they have been deposited, in the United
 
11

States mail, certified, return receipt requested, postage paid and properly addressed to the designated address of the party to receive the notice (or on the date the return receipt is signed, if later than two (2) business days).
(c) Entire Agreement . This instrument (together with the Indemnification Agreement referred to below) constitutes and contains the entire agreement and final understanding concerning Executive’s employment and the other subject matters addressed herein between the parties. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and supersedes and replaces all prior negotiations and all agreements, proposed or otherwise, whether written or oral, concerning the subject matters hereof. Any representation, warranty, covenant or agreement not specifically included in this Agreement will not be binding upon or enforceable against either party. This is a fully-integrated agreement. No amendment or modification of the terms of this Agreement will be valid unless made in writing and signed by Executive and Company.
(d) Waiver . No failure on the part of any party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof or of any other right, nor will any single or partial exercise preclude any further or other exercise of such or any other right.
(e) Choice of Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed in such State and without regard to conflicts of law doctrines, except to the extent that federal law preempts certain matters.
(f) Severability . If this Agreement for any reason is or becomes unenforceable in any material respect by any party, it shall thereupon terminate and become unenforceable by the other party as well. In all other respects, if any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law. In the event that any portion of the second paragraph of Section 1 or any portion of Section 3 of these Standard Terms and Conditions is more restrictive than permitted by applicable law, such provisions shall be deemed and construed as limited to the extent, but only to the minimum extent, necessary to permit their enforcement under such law. In particular, the parties acknowledge that the duration and geographic scope of such provisions may be so limited to permit the greatest possible enforcement thereof.
(g) Withholding . All compensation payable hereunder shall be subject to applicable taxes, withholding, premium charges, co-payment of benefits, self-insured retentions and other normal deductions.
(h) Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights at law or in equity
 
12

existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for certain breaches of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Such injunctive relief shall be available without the posting of any bond or other security. In this connection, the parties agree that the services to be rendered by Executive under this Agreement are of a special, unique and extraordinary nature, which gives them a peculiar value and that a breach by Executive will cause Company great and irreparable injury and harm.
(i) Survival . The provisions of Sections 2(b)(c), 3(a)(b)(c), and 5(d)(e)(f)(h)(i)(j) will survive the expiration or earlier termination of this Agreement.
(j) Code Section 409A.
(1) The parties agree that this Agreement shall be interpreted to comply with or be exempt from Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder to the extent applicable (collectively “ Code Section 409A ”). and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.
(2) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In the event that as a result of an earlier absence because of mental or physical incapacity Executive incurs a “separation from service,” Executive shall on such date automatically be terminated from employment as a Disability termination. If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(j)(2) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the term “ Separation Pay Limit ” shall mean, two (2) times the lesser of (i) Executive’s annualized
 
13

compensation based on Executive’s annual rate of pay for the taxable year of Executive preceding the taxable year in which Executive has a “separation from service,” and (ii) the maximum amount that may be taken into account under a tax qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for the year in which Executive incurs a “separation from service.”
(3) (i) All expenses or other reimbursements as provided herein shall be payable in accordance with Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.
(4) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company.
6. Indemnification . The Company and the Executive have entered into the Indemnification Agreement attached hereto as Exhibit B.
7. Legal Fees . The Company shall pay the cost of Executive’s legal fees incurred in connection with this Agreement up to $25,000.
 
14

Exhibit 21.1
SUBSIDIARIES OF
UNIVISION HOLDINGS, INC.

Subsidiary	  	State or Other Jurisdiction of Formation	
D2C, LLC
Club Univision, LLC
Club Univision SPE Co., LLC
El Trato, Inc.
Flama Media, LLC
Flama Media Network, LLC
Fusion Media Network, LLC
Galavision SPE Co., LLC
Galavision, Inc.
Hispanic Tijuana S. de R.I. de C.V.
HPN Numbers, Inc.
KAKW License Partnership, L.P.
KCYT-FM License Corp.
KDTV License Partnership, G.P.
KECS-FM License Corp.
KESS-AM License Corp.
KESS-TV License Corp.
KFTV License Partnership, G.P.
KHCK-FM License Corp.
KICI-AM License Corp.
KICI-FM License Corp.
KLSQ-AM License Corp.
KLVE-FM License Corp.
KMEX License Partnership, G.P.
KMRT-AM License Corp.
KTNQ-AM License Corp.
KTVW License Partnership, G.P.
KUVI License Partnership, G.P.
KUVN License Partnership, L.P.
KUVS License Partnership, G.P.
KWEX License Partnership, L.P
KXLN License Partnership, L.P.
La Fabrica, LLC
License Corp. No. 1
License Corp. No. 2
Made-For-Web, LLC
New Univision Deportes, LLC
New Univision Enterprises, LLC
Notivision, S.A. de C.V.
PTI Holdings, Inc.
Servicio de Informacion Programativa, Inc.
Spanish Television of Denver, Inc.
Station Works, LLC
The Univision Network Limited Partnership
Tichenor License Corporation
TMS License California, Inc.
Ufertas, LLC
UniMas Albuquerque LLC
UniMas Bakersfield LLC
UniMas Boston LLC
UniMas Chicago LLC	  	Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
California
Delaware
California
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
California
California
California
California
California
California
Delaware
Florida
Florida
Delaware
Delaware
Delaware
Mexico
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware	

			
Subsidiary	  	State or Other Jurisdiction of Formation	
UniMas D.C. LLC
UniMas Dallas LLC
UniMas Fresno LLC
UniMas Houston LLC
UniMas Los Angeles LLC
UniMas Miami LLC
UniMas Network
UniMas Network SPE Co., LLC
UniMas of San Francisco, Inc.
UniMas Orlando Inc.
UniMas Partnership of Douglas
UniMas Partnership of Flagstaff
UniMas Partnership of Floresville
UniMas Partnership of Phoenix
UniMas Partnership of San Antonio
UniMas Partnership of Tucson
UniMas Sacramento LLC
UniMas San Francisco LLC
UniMas Southwest LLC
UniMas Tampa LLC
UniMas Television Group, Inc.
Uni-Labs, LLC
Uni-Rey Services, LLC
Univision 24/7, LLC
Univision 24/7 SPE Co., LLC
Univision Atlanta LLC
Univision Bakersfield, LLC
Univision Cleveland LLC
Univision Deportes, LLC
Univision Doral Services, LLC
Univision Digital Music, LLC
Univision Digital Music SPE Co., LLC
Univision Emerging Networks, LLC
Univision Emerging Networks SPE Co., LLC
Univision Enterprises, LLC
Univision Enterprises SPE Co., LLC
Univision Enterprises 2, LLC
Univision Enterprises 2 SPE CO., LLC
Univision Fantasy Sports, LLC
Univision Financial Marketing, Inc.
Univision Financial Marketing SPE Co., LLC
Univision Home Entertainment, Inc.
Univision Interactive Media, Inc.
Univision Interactive Media SPE Co., LLC
Univision Investments, Inc.
Univision Local Media Inc.
Univision Management Co.
Univision Management SPE Co., LLC
Univision Network Puerto Rico Production LLC
Univision Network SPE Co., LLC
Univision Networks & Studios, Inc.
Univision New York LLC
Univision News Services, LLC
Univision News Services SPE Co., LLC
Univision of Atlanta Inc.	  	Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Arizona
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Delaware	
 
2

			
Subsidiary	  	State or Other Jurisdiction of Formation	
Univision of Atlanta SPE Co., LLC
Univision of New Jersey Inc.
Univision of New Jersey SPE Co., LLC
Univision of Puerto Rico Inc.
Univision of Puerto Rico Real Estate Company
Univision of Puerto Rico SPE Co., LLC
Univision of Raleigh, Inc.
Univision of Raleigh SPE Co., LLC
Univision Philadelphia LLC
Univision Puerto Rico Station Acquisition Company
Univision Puerto Rico Station Operating Company
Univision Puerto Rico Station Production Company
Univision Radio Broadcasting Puerto Rico, L.P.
Univision Radio Broadcasting Texas, L.P.
Univision Radio Broadcasting Texas SPE Co., LLC
Univision Radio Corporate Sales, Inc.
Univision Radio Corporate Sales SPE Co., LLC
Univision Radio Florida, LLC
Univision Radio Florida SPE Co., LLC
Univision Radio Fresno, Inc.
Univision Radio Fresno SPE Co., LLC
Univision Radio GP, Inc.
Univision Radio Houston License Corporation
Univision Radio Illinois, Inc.
Univision Radio Illinois SPE Co., LLC
Univision Radio Investments, Inc.
Univision Radio Investments SPE Co., LLC
Univision Radio Las Vegas, Inc.
Univision Radio Las Vegas SPE Co., LLC
Univision Radio License Corporation
Univision Radio Los Angeles, Inc.
Univision Radio Los Angeles SPE Co., LLC
Univision Radio New Mexico, Inc.
Univision Radio New Mexico SPE Co., LLC
Univision Radio New York, Inc.
Univision Radio New York SPE Co., LLC
Univision Radio Phoenix, Inc.
Univision Radio Phoenix SPE Co., LLC
Univision Radio San Diego, Inc.
Univision Radio San Diego SPE Co., LLC
Univision Radio San Francisco, Inc.
Univision Radio San Francisco SPE Co., LLC
Univision Radio, Inc.
Univision Receivables Co., LLC
Univision Salt Lake City, LLC
Univision Services, Inc.
Univision Studios, LLC
Univision Television Group, Inc.
Univision Television Group SPE Co., LLC
Univision Texas Stations LLC
Univision tlnovelas, LLC
Univision tlnovelas SPE Co., LLC
Univision Tucson, LLC
Univision IP Holdings, LLC
UVN Insurance Co.	  	Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
North Carolina
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Arizona	
 
3

			
Subsidiary	  	State or Other Jurisdiction of Formation	
UVN Texas L.P.
UVN Texas SPE Co., LLC
WADO Radio, Inc.
WADO-AM License Corp.
WGBO License Partnership, G.P.
WLII/WSUR License Partnership, G.P.
WLTV License Partnership, G.P.
WLXX-AM License Corp.
WPAT-AM License Corp.
WQBA-AM License Corp.
WQBA-FM License Corp.
WUVC License Partnership, G.P.
WXTV License Partnership, G.P.	  	Delaware
Delaware
Texas
Delaware
California
California
California
Delaware
Delaware
Delaware
Delaware
North Carolina
California	
 
4

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference of our firm under the caption “Experts” and to the use of our reports dated July 1, 2015, with respect to the consolidated financial statements of Univision Holdings, Inc. and the effectiveness of internal control over financial reporting of Univision Holdings, Inc., included in this Amendment No. 3 to the Registration Statement (Form S-1 No. 333-205439) and related Prospectus of Univision Holdings, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP	
	
New York, New York	
October 30, 2015	

Exhibit 23.2
Consent of Independent Auditor
We consent to the reference of our firm under the caption “Experts” and to the use of our report dated February 27, 2015, with respect to the consolidated financial statements of El Rey Holdings LLC, included in this Amendment No. 3 to the Registration Statement (Form S-1 No. 333-205439) and related Prospectus of Univision Holdings, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP	
	
New York, New York	
October 30, 2015