<PAGE>
EXHIBIT 2.3
AMENDED AND RESTATED EXCHANGE AGREEMENT
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This Amended and Restated Exchange Agreement (the "Agreement") is dated as
of July 24, 2000 by and among Entravision Communications Corporation, a Delaware
corporation (the "Corporation"), Entravision Communications Company, L.L.C., a
Delaware limited liability company (the "Company"), each of the individual,
trust and/or other entity members of the Company listed on Schedule "A" attached
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hereto and incorporated herein by this reference (each, an "Exchanging Member"
and collectively, the "Exchanging Members"), each of the stockholders of the
Member Companies (as defined below) of the Company listed on Schedule "A"
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attached hereto (each, an "Exchanging Stockholder" and collectively, the
"Exchanging Stockholders") and Univision Communications Inc., a Delaware
corporation ("Univision"). The Exchanging Members, the Exchanging Stockholders
and Univision are individually referred to herein as an "Exchanging Party" and
collectively as the "Exchanging Parties."
WHEREAS, the parties hereto have previously executed that certain Exchange
Agreement dated as of April 19, 2000 (the "Original Exchange Agreement"), and
the parties hereto now desire to amend and restate the Original Exchange
Agreement as set forth hereinbelow.
WHEREAS, the Company is a duly formed Delaware limited liability company
engaged in the ownership and operation of television stations, radio stations,
outdoor billboards and publishing facilities.
WHEREAS, each of the Exchanging Members is an individual, trust and/or
other entity that owns a direct membership interest in the Company as set forth
on Schedule "A" attached hereto.
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WHEREAS, each of Cabrillo Broadcasting Corporation, a California
corporation ("Cabrillo"), Golden Hills Broadcasting Corporation, a Delaware
corporation ("Golden Hills"), KSMS-TV, Inc., a Delaware corporation ("KSMS"),
Las Tres Palmas Corporation, a Delaware corporation ("Las Tres"), Tierra Alta
Broadcasting, Inc., a Delaware corporation ("Tierra Alta"), Valley Channel 48,
Inc., a Texas corporation ("Valley"), and Telecorpus, Inc., a Texas corporation
("Telecorpus"), (collectively, the "Member Companies"), is a corporation that
owns a direct membership interest in the Company as set forth on Schedule "A"
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attached hereto.
WHEREAS, each of the Exchanging Stockholders is an individual, trust and/or
other entity that owns an indirect membership interest in the Company by virtue
of his, her or its respective stockholdings in the Member Companies as set forth
on Schedule "A" attached hereto.
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WHEREAS, the Exchanging Members together with the Member Companies own all
of the outstanding membership interests in the Company.
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WHEREAS, Univision is the holder of that certain First Amended and Restated
Non-Negotiable Subordinated Note (the "Note") dated March 2, 2000 from the
Company in the principal amount of $120,000,000, and the Company, certain of the
Member Companies, the Managing Members of the Company and Univision are parties
to that certain Second Amendment to Amended and Restated Subordinated Note
Purchase and Option Agreement (as amended, the "Option Agreement") dated as of
March 2, 2000, pursuant to which Univision holds an option to acquire a 40.0%
equity interest in the Company for a total exercise price of $120,000,000.
WHEREAS, the Corporation is a duly incorporated Delaware corporation formed
by the Company, among other things, for the purpose of effecting the Roll-Up (as
defined below) contemplated by this Agreement.
WHEREAS, in accordance with Section 26(i) of the First Amended and Restated
Operating Agreement of the Company, as amended (the "Operating Agreement"), (i)
each of the Exchanging Members is obligated to transfer to the Corporation his
or its respective membership interest in the Company in exchange for newly-
issued shares of Class A Common Stock or Class B Common Stock of the
Corporation, (ii) each of the Exchanging Stockholders is obligated to transfer
his, her or its respective stockholdings in the Member Companies to the
Corporation in exchange for newly-issued shares of Class A Common Stock or Class
B Common Stock of the Corporation and (iii) Univision desires to contribute to
the Corporation its entire interest in and to the Note and the Option Agreement
in exchange for newly-issued shares of Class C Common Stock of the Corporation,
all pursuant to the terms and conditions of this Agreement (with such
transactions collectively referred to herein as the "Roll-Up"). The Class A
Common Stock, Class B Common Stock and Class C Common Stock of the Corporation
are referred to collectively herein as the "Common Stock."
WHEREAS, the Exchanging Members and the Member Companies executed that
certain Amended and Restated Sixth Amendment to the Operating Agreement
effective as of March 31, 2000 (the "Sixth Amendment").
WHEREAS, the Corporation has filed a Registration Statement with the
Securities and Exchange Commission (the "Registration Statement") pursuant to
which it intends to consummate the initial underwritten public offering of its
Class A Common Stock (the "IPO") concurrently with the closing of the Roll-Up.
WHEREAS, the Corporation and the Company have entered into that certain
Acquisition Agreement and Plan of Merger (the "Merger Agreement") by and among
the Corporation, the Company, and ZSPN Acquisition Corporation, a wholly-owned
subsidiary of the Corporation ("Acquisition Co."), on the one hand, and Z-
Spanish Media Corporation ("ZSPN") and its stockholders, on the other hand,
pursuant to which the Corporation will acquire ZSPN pursuant to a merger of
Acquisition Co. with and into ZSPN (the "Merger").
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WHEREAS, pursuant to Section 3.2 of the Merger Agreement, if the closing of
the Merger has not taken place by the Interim Closing Deadline (as defined in
the Merger Agreement) ZSPN, in certain instances, may elect to waive the IPO as
a condition to the closing of the Merger and to require the Corporation to
proceed with the closing of the Merger and the Roll-Up (with such closing
referred to herein as the "Interim Closing").
WHEREAS, counsel for the Corporation and the Company has previously filed
certain applications with the Federal Communications Commission (the "FCC")
requesting its written consent (the "FCC Consent") to the assignment of the
beneficial ownership of the FCC licenses held by Entravision Holdings, LLC, a
California limited liability company and a wholly-owned subsidiary of the
Company, to the Corporation in accordance with the Roll-Up contemplated by this
Agreement.
WHEREAS, all the parties hereto intend for the Roll-Up as set forth in this
Agreement to be tax-free to all parties pursuant to Section 351(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
WHEREAS, concurrently with the execution of the Original Exchange
Agreement, the Company consummated a financing pursuant to that certain
Convertible Subordinated Note Purchase Agreement dated as of April 20, 2000 by
and between TSG Capital Fund III, L.P. ("TSG") and the Company involving the
issuance of a Subordinated Convertible Promissory Note in the principal amount
of $90,000,000 (the "TSG Note") by the Company in favor of TSG (the "TSG
Financing").
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, covenants and provisions herein contained and for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1.
EXCHANGE AND CLOSING
1.1. Exchange.
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(a) Subject only to the terms and conditions of this Agreement, each
Exchanging Member shall as of the Closing (as defined below) assign, transfer
and convey to the Corporation all right, title and interest in and to the entire
direct membership interest in the Company held by such Exchanging Member, all as
set forth opposite each such Exchanging Member's name on Schedule "A" attached
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hereto, (ii) each Exchanging Stockholder shall as of the Closing assign,
transfer and convey to the Corporation all right, title and interest in and to
the entire indirect membership interest in the Company held by such Exchanging
Stockholder by virtue of his, her or its stockholdings in each of the Member
Companies, all as set forth opposite each such Exchanging Stockholder's name on
Schedule "A" attached hereto, and (iii) Univision shall as of the Closing
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assign, transfer and convey to the Corporation all right, title and interest in
and to the entire interest of Univision in the Note and the Option Agreement.
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(b) The Corporation shall as of the Closing accept the assignment and
transfer by (i) each Exchanging Member of his or its entire direct membership
interest in the Company and hereby assumes and agrees to perform and be bound by
any and all of the conditions, covenants and obligations of such Exchanging
Member pursuant to the Operating Agreement, (ii) each Exchanging Stockholder of
his, her or its respective stockholdings in each of the Member Companies and
hereby assumes and agrees to perform and be bound by any and all of the
conditions, covenants and obligations of such Exchanging Stockholder pursuant to
the organizational documents of each respective Member Company and (iii)
Univision of its entire interest in and to the Note and the Option Agreement and
hereby assumes and agrees to perform and be bound by any and all of the
conditions, covenants and obligations of Univision pursuant to the Note and the
Option Agreement; provided, however, that in the event that Univision is granted
the Univision Bridge Option (as contemplated by a proposed Third Amendment to
Amended and Restated Subordinated Note Purchase and Option Agreement (the "Third
Amendment") to be entered into in connection with a proposed bridge loan to be
made to the Company by Univision) pursuant to Section 1 of the Third Amendment,
this Section 1.1(b) shall be deemed to specifically exclude the assignment and
transfer by Univision of all relevant terms and conditions of the Third
Amendment relating to the Univision Bridge Option, and such terms and conditions
shall survive this Agreement.
(c) At the Closing, each Exchanging Party shall receive, in
consideration for the Roll-Up, that number of shares of that class of Common
Stock set forth on Schedule "B" attached hereto and incorporated herein by this
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reference computed by multiplying the fully-diluted as-converted direct and
indirect membership units held by each such Exchanging Party times seventeen
(17). The rights, privileges, preferences and restrictions of the Common Stock
shall be as set forth in the First Restated Certificate of Incorporation of the
Corporation, substantially in the form attached hereto as Exhibit "A" and
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incorporated herein by this reference (the "Restated Certificate"), which shall
be filed with the Delaware Secretary of State by counsel to the Corporation and
the Company prior to the Closing.
(d) Each Exchanging Party acknowledges and agrees that the number of
shares of Common Stock to be received by such Exchanging Party in the Roll-Up
represents the amount due and owing each such Exchanging Party on a liquidation
of the Company and a distribution of proceeds after allocations of Net Income
and Net Loss (as such terms are defined in the Sixth Amendment) as provided for
in the Sixth Amendment.
(e) Each Exchanging Member or Exchanging Stockholder further
acknowledges and agrees that the number of shares of the Common Stock received
by such Exchanging Party in the Roll-Up contemplated by this Agreement is good
and valuable consideration for the interests being exchanged hereunder, and is
an accurate reflection of the fair market value of such interests as of the date
hereof.
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1.2. Termination of Rights. From and after the Closing:
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(a) the entire capital account and share of profits and losses of each
Exchanging Member in the Company shall be deemed to be the capital account and
share of profits and losses of the Corporation, such Exchanging Member shall
have no further interest or rights of any kind in or with respect to his or its
membership interest in the Company or under the Operating Agreement and such
Exchanging Member shall be released from all further obligations under the
Operating Agreement;
(b) all of the rights and obligations of Univision under the Note and
the Option Agreement shall be deemed to be rights and obligations of the
Corporation, Univision shall have no further interest or rights of any kind in
or with respect to the Note or the Option Agreement and Univision shall be
released from all further obligations under the Note and the Operating
Agreement; and
(c) 1,000 shares of Common Stock of the Corporation held by the
Company shall be deemed canceled for all purposes and the Company shall promptly
submit the applicable share certificate to the Corporation for cancellation.
1.3. Consent of Executive Committee. By their respective execution hereof
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in any capacity, the Company and each member of the Executive Committee
acknowledges that the Executive Committee of the Company (i) has approved the
form of this Agreement, (ii) acknowledges receipt of a duly executed copy of
this Agreement and (iii) in accordance with the provisions of the Operating
Agreement, consents to the assignment and transfer of the membership interests
of the Exchanging Members to the Corporation and to the admission of the
Corporation as a new member of the Company.
1.4. Consent of Exchanging Parties. By its execution hereof, each
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Exchanging Party (i) approves the form of this Agreement, (ii) acknowledges that
it has received and reviewed in full the current form of the Registration
Statement, (iii) approves, ratifies and consents to the consummation of the
Roll-Up, the IPO, the Merger and the TSG Financing in accordance with the
documentation made available to each Exchanging Party (with such changes as the
management of the Company and the Corporation may determine in its reasonable
discretion) and (iv) waives any right of consent or approval, any preemptive
right, right of first refusal or anti-dilution protection or any other
restriction by or privilege in favor of such Exchanging Party of any kind to
prevent, restrict, delay, adversely effect or hinder the consummation of the
Roll-Up, the IPO, the Merger and/or the TSG Financing. Each Exchanging Party
agrees to promptly execute all documents requested by the Company or Corporation
reflecting the terms of this Section 1.4.
1.5. Closing. The closing of the Roll-Up and the other transactions
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contemplated by this Agreement (the "Closing") will take place at the offices of
Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P. in Los Angeles,
California at 10:00 a.m. (Pacific time) upon the earlier to occur of: (i) two
(2) business days following the execution of the underwriting agreement by the
Corporation in connection with the IPO, (ii) the consummation of the Interim
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Closing or (iii) ten (10) days after written notice from the Corporation to the
Exchanging Parties, provided that the FCC Consent has become a Final Order (as
defined below), which requirement may be waived by the Corporation in its
discretion at any time after initial issuance of the FCC Consent, or on such
other date as the parties may mutually agree, or at such other time and place as
the parties may mutually agree. For purposes of this Agreement, "Final Order"
shall mean an order, action or decision of the FCC that has not been reversed,
stayed, enjoined, annulled or suspended and as to which (i) no timely request
for stay, appeal, petition for reconsideration, application for review or
reconsideration by the FCC on its own motion is pending and (ii) the time for
filing any such request, appeal, petition or application or for reconsideration
by the FCC on its own motion, has expired.
1.6. Closing Obligations of Corporation. At the Closing, the Corporation
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will have fulfilled or have caused to be fulfilled the following obligations:
(a) within a reasonable period of time after the Closing, deliver or
cause to be delivered to each Exchanging Party a duly executed stock certificate
representing the number of shares of Common Stock set forth opposite each
Exchanging Party's name on Schedule "B" attached hereto (subject to the
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obligation of each Exchanging Party pursuant to Section 2.4 below);
(b) have executed a certificate of the Secretary of the Corporation
attesting to (i) the incumbency of the officers executing the Agreement and the
other agreements and certificates delivered by the Corporation at the Closing
and (ii) the authenticity of the Restated Certificate and the Amended and
Restated Bylaws (as defined below);
(c) have executed written resolutions of the sole stockholder and the
Board of Directors of the Corporation authorizing (i) the execution, delivery
and performance of this Agreement, (ii) the execution and filing of the Restated
Certificate with the Delaware Secretary of State and (iii) the execution of the
Amended and Restated Bylaws, certified by the Secretary of the Corporation;
(d) have received a certificate of good standing for the Corporation
issued by the Delaware Secretary of State not more than ten (10) days prior to
the date of the Closing; and
(e) have executed such other documents as may be reasonably requested
by the Exchanging Parties as necessary to consummate the transactions
contemplated by this Agreement.
1.7. Closing Obligations of Exchanging Parties. At the Closing, each of
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the Exchanging Parties will deliver or cause to be delivered to the Corporation:
(a) with respect to Univision, the original of the Note and the Option
Agreement; provided, however, that in the event that Univision is granted the
Univision Bridge
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Option, this Section 1.7(a) shall be deemed to specifically exclude the delivery
by Univision of all relevant terms and conditions of the Third Amendment
relating to the Univision Bridge Option, and such terms and conditions shall
survive this Agreement;
(b) to the extent applicable to each Exchanging Party, signature pages
to the documents referred to in Section 2.4 below; and
(c) such other documents as may be reasonably requested by counsel for
the Corporation and the Company as necessary to consummate the transactions
contemplated hereby.
ARTICLE 2.
ADDITIONAL INFORMATION AND AGREEMENTS
2.1. Corporation. Each Exchanging Party understands and acknowledges that
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the Corporation is a Delaware corporation organized to be the direct or indirect
owner of all of the equity interests in the Company.
2.2. Amendment to Operating Agreement. Each Exchanging Party acknowledges
--------------------------------
and agrees that, effective as of the Closing, this Agreement shall constitute an
amendment of those provisions of the Operating Agreement which are inconsistent
with the provisions of this Agreement. Each Exchanging Party consents to and
approves such amendment, subject to its effectiveness. The provisions of the
Operating Agreement as in effect on the date hereof will continue to apply to
each Exchanging Party until the Closing.
2.3. First Amended and Restated Bylaws. The First Amended and Restated
---------------------------------
Bylaws of the Corporation at the Closing shall be substantially in the form
attached hereto as Exhibit "B" and incorporated herein by this reference (the
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"Amended and Restated Bylaws").
2.4. Stockholders' Agreement. Solely in the event the Roll-Up is triggered
-----------------------
by the occurrence of the Interim Closing or at the Corporation's option not in
connection with the IPO, at the Closing, each Exchanging Party shall execute and
deliver to the Corporation a counterpart signature page to a Stockholders'
Agreement, in form and substance to be determined in good faith and reasonably
acceptable to the parties hereto and consistent with the covenants, limitations
and restrictions contained in the Operating Agreement, pursuant to which such
Exchanging Party will be subject to customary certain transfer restrictions and
a right of first refusal on the Common Stock, and each Exchanging Party agrees
to be bound by and subject to any and all restrictions set forth therein. Such
Stockholders' Agreement shall terminate as of the IPO.
2.5. Tax Distributions. Notwithstanding anything to the contrary herein,
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the Company shall continue making distributions after the Closing to the
Exchanging Members and the Member Companies in accordance with Section 12(a) of
the Operating Agreement with respect
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<PAGE>
to any tax liability incurred by such persons by reason of membership in the
Company through and including the Closing.
2.6. Senior Lender Matters.
---------------------
(a) Solely in the event the Roll-Up is triggered by the occurrence of
the Interim Closing or at the Corporation's option not in connection with the
IPO, each Exchanging Party acknowledges and agrees that all of the equity
interests in the Company and the Member Companies held by the Exchanging Parties
have been pledged to Union Bank of California, N.A. ("Union Bank") in accordance
with the terms of that certain Amended and Restated Credit Agreement (as
amended, the "Credit Agreement") dated November 10, 1998 by and among the
Company, the Member Companies, Union Bank and certain lenders, and each
Exchanging Party hereby agrees to execute any documents and take such acts as
are reasonably necessary to cause Union Bank to release to the Corporation all
indicia of ownership in the Company and the Member Companies, including, without
limitation, all original stock certificates and pledges. Each Exchanging
Stockholder hereby further agrees, if necessary, to execute a new stock power
for the shares in the Member Companies held by such Exchanging Stockholder,
endorsed in blank, in favor of the Corporation.
(b) Solely in the event the Roll-Up is triggered by the occurrence of
the Interim Closing or at the Corporation's option not in connection with the
IPO, each Exchanging Party other than Univision acknowledges and agrees that all
shares of the Common Stock issued to such Exchanging Party in accordance with
this Agreement are subject to the terms of the Credit Agreement, and that such
shares must be pledged to Union Bank concurrently with the Closing. In
connection therewith, each Exchanging Party agrees to execute any document and
to take any act reasonably required by Union Bank at or following the Closing in
order to perfect the pledge of such shares in favor of Union Bank.
2.7. Release. Each Exchanging Party other than Univision hereby
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irrevocably releases the Corporation, the Company and each and every affiliate,
stockholder, subsidiary, partner, officer, member, director and employee of the
Corporation and the Company in their capacities as such, and each other
Exchanging Party (each, a "Releasee") from any claims, liabilities, costs,
expenses, actions, suits or demands however arising, whether at law or in
equity, contingent, known or unknown, which such Exchanging Party may have or
assert, in respect of any equity or membership interest in the Company or
arising out of any membership in the Company that such Exchanging Party or such
Exchanging Party's heirs, successors or assigns had with any such Releasee on or
prior to the Closing; provided that this release shall not extend to (i)
indebtedness owing to such Exchanging Party by any Releasee, (ii)
representations or warranties made, or agreements entered into, by a Releasee in
connection with this Agreement and (iii) any conduct that resulted from a
Releasee's bad faith, fraud or criminal act or omission.
2.8. Waiver. Each of the Company and the Exchanging Parties acknowledges
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and agrees that the provisions of Section 24 of the Operating Agreement shall
not apply to TSG upon conversion of the TSG Note into Class A Units of the
Company.
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<PAGE>
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
OF THE CORPORATION AND THE COMPANY
The Corporation and the Company (where applicable) hereby make the
following representations and warranties to each Exchanging Party, each of which
is deemed to be a separate representation and warranty by the Corporation and
the Company (where applicable), and this Agreement is made in reliance on same:
3.1. Organization, Good Standing, Corporate Power and Qualification. The
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Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
3.2. Authority; Enforceability. All corporate action on the part of the
-------------------------
Corporation, its officers and directors necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations
of the Corporation hereunder and the authorization, issuance and delivery of the
shares of the Common Stock being issued to the Exchanging Parties hereunder has
been or will be taken prior to the Closing, and each of this Agreement and the
other documents contemplated hereby has been duly executed and delivered by the
Corporation and constitutes a legal, valid and binding obligation of the
Corporation enforceable against the Corporation in accordance with its terms,
except as such enforceability may be limited by any applicable bankruptcy,
insolvency, moratorium or other laws relating to or affecting creditors' rights
generally and the exercise of judicial discretion in accordance with general
equitable principles.
3.3. No Conflicts. Subject to compliance with the federal and state
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securities laws, the execution, delivery and performance of this Agreement and
the other documents contemplated hereby, and the consummation of the
transactions contemplated hereby and thereby, will not (i) result in a material
violation or breach of any term or provision of the Restated Certificate or the
Amended and Restated Bylaws or the Certificate of Formation or Operation
Agreement of the Company, or of any material statute, rule or regulation
applicable to the Corporation or the Company, or (ii) conflict with in a
material fashion, contravene in a material fashion, result in a material
violation or breach of or default under (with or without the giving of notice or
the lapse of time or both), permit any party to terminate, amend or accelerate
the provisions of, or result in the imposition of any material lien upon any of
the property or assets of the Corporation or the Company under any material
contract, agreement, indenture, letter of credit, mortgage, security agreement,
pledge agreement, deed of trust, bond, note, guarantee, surety obligation,
warranty, license, franchise, permit, power of attorney, lease, instrument or
other agreement to which the Corporation or the Company is a party or by which
any of its material property or material assets may be bound.
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3.4. Consents and Approvals. Except for the FCC Consent, the consent of
----------------------
the senior lenders of the Company in accordance with the terms of the Credit
Agreement and the filings under applicable federal and state securities laws
which filings are required to be made by the Corporation after the Roll-Up
contemplated hereunder, no material consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal, state, local or provincial governmental authority or any other third
party on the part of the Corporation is required in connection with the
consummation of the transactions contemplated by this Agreement.
3.5. Capitalization. The authorized capital of the Corporation shall as of
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the Roll-Up consist of two classes of stock designated "Common Stock" and
"Preferred Stock." The total number of shares which the Corporation is
authorized to issue is 375,000,000 shares, $0.0001 par value per share, as
follows: (i) 325,000,000 shares of Common Stock, $0.0001 par value per share,
consisting of 260,000,000 shares of Class A Common Stock, $0.0001 par value per
share, 40,000,000 shares of Class B Common Stock, par value $0.0001 per share,
25,000,000 shares of Class C Common Stock, $0.0001 par value per share, and (ii)
50,000,000 shares shall be Preferred Stock, $0.0001 par value per share,
consisting of 11,000,000 shares of Series A Preferred Stock, par value $0.0001
per share, and 39,000,000 undesignated shares. There are 1,000 shares of Common
Stock issued and outstanding as of the date hereof. No shares of Preferred
Stock are issued and outstanding on the date hereof. The capitalization of the
Corporation with respect to the Exchanging Parties immediately after the Roll-Up
shall be as set forth in Schedule "B" attached hereto. The rights, preferences,
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privileges and restrictions of the Common Stock are as stated in the Restated
Certificate. Except as contemplated by (i) this Agreement, (ii) the IPO, (iii)
the TSG Note, (iv) the Merger Agreement, (v) the exercise of the Univision
Bridge Option and (vi) stock options to be issued by the Corporation to certain
key employees prior to the IPO, at the IPO, no subscription, warrant, option,
convertible security or other right (contingent or other) to purchase or
otherwise acquire from the Corporation any equity securities of the Corporation
will be authorized or outstanding, and there will be no commitment by the
Corporation to issue shares, subscriptions, warrants, options, convertible
securities or other such rights or to distribute to holders of any of its equity
securities any evidence of indebtedness or asset.
3.6. Issuance of Common Stock. The shares of the Common Stock that are
------------------------
being acquired by the Exchanging Parties hereunder, when issued in accordance
with the terms of this Agreement and for the consideration expressed herein,
will be duly and validly issued, fully paid and nonassessable.
3.7. Litigation. Except as disclosed in the Registration Statement, there
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is no material action, suit, claim, proceeding or investigation pending against
the Corporation or the Company at law or equity, or before or by any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, arbitration proceeding relating
to the Corporation or the Company pending under collective bargaining agreements
or otherwise, or governmental inquiry pending or, to the knowledge of the
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Corporation or the Company, threatened against the Corporation or the Company
(including, without limitation, any inquiry as to the qualification of the
Corporation or the Company to hold or receive any license or permit), which
questions the validity of this Agreement or the right of the Corporation or the
Company to enter into it, or to consummate the transactions contemplated hereby,
nor is either the Corporation or the Company aware that there is any basis for
the foregoing. Neither the Corporation or the Company is a party or subject to
the provisions of any material order, writ, injunction, judgment or decree of
any court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by the Corporation or the Company currently pending.
3.8. Compliance with Law. Neither the Corporation nor the Company is in
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material violation or default of any material instrument, judgment, order, writ,
decree or contract to which it is a party or by which it is bound or of any
provision of material federal or state statute, rule or regulation applicable to
the Corporation or the Company.
3.9. Disclosure. The Corporation has fully provided each Exchanging Party
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with all the information which he, she or it has requested for deciding whether
to participate in the Roll-Up hereunder and all information which the
Corporation believes is reasonably necessary to enable such Exchanging Party to
make such decision including, without limitation, the current form of the
Registration Statement. Neither this Agreement, the Registration Statement nor
any other statements or certificates made or delivered in connection herewith
contains any material untrue statement of a material fact or omits to state a
material fact necessary to make the statements herein or therein not materially
misleading.
3.10. Brokers and Finders. Neither the Corporation nor any or its officers,
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directors, employees or agents or any affiliate thereof have employed any broker
or finder, or incurred any liability for any brokerage fees, commissions or
finders' fees in connection with the transaction contemplated hereby.
3.11. Representations and Warranties Survive Closing. The Company and the
----------------------------------------------
Corporation hereby acknowledge and agree that all representations and warranties
contained in this Article 3 shall be true and correct in all material respects
as of the Closing, except to the extent any inaccuracy would not have a material
adverse effects on the assets, liabilities or properties of the Corporation, the
Company and all of their respective subsidiaries taken as a whole, and that the
representations and warranties of the Company and the Corporation shall survive
the Closing.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES
OF EXCHANGING PARTIES
Each of the Exchanging Parties, severally and only with respect to himself,
herself or itself, hereby makes the following representations and warranties to
the Corporation, each of
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which is deemed to be a separate representation and warranty by such parties,
and this Agreement is made in reliance on same:
4.1. Authority; Enforceability. Such Exchanging Party has the right,
-------------------------
authority and legal capacity to enter into, execute and deliver this Agreement
and the other documents contemplated hereby and perform his, her or its
obligations hereunder and thereunder, and each of this Agreement and the other
documents contemplated hereby has been duly executed and delivered by such
Exchanging Party and constitutes a legal, valid and binding obligation of such
Exchanging Party enforceable against such Exchanging Party in accordance with
its terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, moratorium or other laws relating to or affecting
creditors' rights generally and the exercise of judicial discretion in
accordance with general equitable principles.
4.2. No Conflicts. Subject to compliance with the federal and state
------------
securities laws, the execution, delivery and performance of this Agreement and
the other documents contemplated hereby, and the consummation of the
transactions contemplated hereby and thereby, will not conflict with,
contravene, result in a material violation or breach of or material default
under (with or without the giving of notice or the lapse of time or both),
permit any party to terminate, amend or accelerate the provisions of, or result
in the imposition of any material lien (or any obligation to create any material
lien) upon any of the property or assets of such Exchanging Party under any
contract, agreement, indenture, letter of credit, mortgage, security agreement,
pledge agreement, deed of trust, bond, note, guarantee, surety obligation,
warranty, license, franchise, permit, power of attorney, lease, instrument or
other agreement to which such Exchanging Party is a party or by which any of
his, her or its property or assets may be bound.
4.3. Consents and Approvals. No consent, approval, order or authorization
----------------------
of, or registration, qualification, designation, declaration or filing with, any
federal, state, local or provincial governmental authority or any other third
party on the part of such Exchanging Party is required in connection with the
consummation of the transactions contemplated by this Agreement.
4.4. Title.
-----
(a) Each Exchanging Member owns, beneficially and of record, his or
its membership interest in the Company set forth opposite his or its name on
Schedule "A" attached hereto, this is the only membership interest in the
------------
Company owned by such Exchanging Member and this membership interest is held by
such Exchanging Member free and clear of any claim, lien, pledge, deed of trust,
option, charge, security interest, hypothecation, encumbrance, right of first
offer, voting trust, proxy, right of third parties or other restriction or
limitation of any nature whatsoever (each, a "Lien" and collectively, "Liens")
other than in the Credit Agreement. At the Closing, the Corporation will
acquire good and valid title to such membership interests, free and clear of any
Liens other than any Lien created under the Credit Agreement.
-12-
<PAGE>
(b) Each Exchanging Stockholder owns, beneficially and of record, his,
her or its stockholdings in each of the Member Companies set forth opposite his,
her or its name on Schedule "A" attached hereto, these are the only shares in
------------
the Member Companies owned by such Exchanging Stockholder and these shares are
held by such Exchanging Stockholder free and clear of any Liens other than in
the Credit Agreement. At the Closing, the Corporation will acquire good and
valid title to such shares, free and clear of any Liens other than (solely in
the event the Roll-Up is triggered by the occurrence of the Interim Closing or
at the Corporation's option not in connection with the IPO) any Lien created
under the Credit Agreement.
(c) Univision's rights under the Note and the Option Agreement are the
only rights to equity ownership in the Company owned by Univision and such
rights are held by Univision free and clear of any Liens other than any Lien
created under the Credit Agreement.
4.5. Accredited Investor. Such Exchanging Party is an "accredited
-------------------
investor," as defined in Rule 501(a) of Regulation D under the Securities Act of
1933, as amended (the "Securities Act").
4.6. Restricted Securities. Such Exchanging Party understands that the
---------------------
shares of the Common Stock are characterized as "restricted securities" under
the federal securities laws inasmuch as they are being acquired from the
Corporation in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the Securities Act, only in certain limited circumstances.
In this connection, such Exchanging Party represents that he, she or it is
familiar with Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.
4.7. Investment Purpose. Such Exchanging Party is acquiring the Common
------------------
Stock under this Agreement for his, her or its own account for investment
purposes, and not with a view to, or for resale in connection with, any
distribution thereof other than in compliance with the Securities Act and other
applicable securities laws. Such Exchanging Party acknowledges that he, she or
it must bear the economic risk of an investment in the Common Stock for an
indefinite period of time because, among other reasons, the shares of the Common
Stock received by such Exchanging Party have not been registered under the
Securities Act and, therefore, such securities cannot be sold unless
subsequently registered under the Securities Act or an exemption from such
registration is available. Such Exchanging Party also acknowledges that
transfers of the shares of the Common Stock received are further restricted by
applicable federal and state securities laws.
4.8. Access to Information. Such Exchanging Party understands the risks
---------------------
of, and other considerations relating to, his, her or its acquisition and
ownership of the Common Stock received. Such Exchanging Party has been provided
an opportunity to ask questions of, and has received answers satisfactory to
him, her or it from, the Corporation, the Company and their representatives
regarding the Common Stock received, has received the current form of the
-13-
<PAGE>
Registration Statement in its entirety and has obtained any and all additional
information from the Corporation and its representatives that such Exchanging
Party deems necessary regarding the Common Stock received.
4.9. Evaluation of and Ability to Bear Risks. Such Exchanging Party has
---------------------------------------
such knowledge and experience in financial affairs that he, she or it is capable
of evaluating the merits and risks of, and other considerations relating to, the
ownership of the Common Stock received, and has not relied in connection with
his, her or its acquisition of the Common Stock received upon any
representations, warranties or agreements other than those set forth in this
Agreement. Such Exchanging Party's financial situation is such that he, she or
it can afford to bear the economic risk of holding the Common Stock for an
indefinite period of time, and such Exchanging Party can afford to suffer the
complete loss of his, her or its investment in such securities.
4.10. No Dispositions. Except as set forth in the Registration Statement,
---------------
such Exchanging Party does not currently have, and at the Closing will not have,
any plan, agreement, commitment, intention or arrangement, whether written or
oral, to dispose of any of the shares of the Common Stock to be received by such
Exchanging Party. For purposes of this representation, a "disposition" shall
include any direct or indirect offer, offer to sell, sale, contract of sale or
grant of any option to purchase, gift, transfer, pledge or other disposition,
including any disposition of the economic or other risks of ownership through
hedging transactions or derivatives and any other transaction that would
constitute a "constructive sale" within the meaning of Section 1259 of the Code,
including, without limitation, a short-sale, forward sale, equity swap or other
derivative contract with respect to the Common Stock or substantially identical
property, or other transaction having substantially the same effect as the
foregoing.
4.11. Further Limitations on Disposition. Without in any way limiting the
----------------------------------
representations set forth above, such Exchanging Party further agrees not to
make any disposition of all or any portion of the Common Stock unless and until:
(i) there is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with such registration statement; or (ii) such Exchanging Party shall have
notified the Corporation of the proposed disposition and shall have furnished
the Corporation with a detailed statement of the circumstances surrounding the
proposed disposition, and (ii) if requested by the Corporation, such Exchanging
Party shall have furnished the Corporation with an opinion of counsel,
reasonably satisfactory to the Corporation, that such disposition will not
require registration of such shares under the Securities Act. It is agreed that
the Corporation will not require opinions of counsel for transactions made
pursuant to Rule 144 except in unusual circumstances.
4.12. Legends. Such Exchanging Party understands and acknowledges that the
-------
certificates evidencing shares of the Common Stock shall bear the following
legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
-14-
<PAGE>
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED OR
UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
4.13. Brokers and Finders. Neither such Exchanging Party nor any of his,
-------------------
her or its officers, directors, employees or agents or any affiliate thereof
have employed any broker or finder, or incurred any liability for any brokerage
fees, commissions or finders' fees in connection with the transaction
contemplated hereby.
4.14. Representations and Warranties Survive Closing. Each Exchanging Party
----------------------------------------------
hereby acknowledges and agrees that all representations and warranties contained
in this Article 4 shall be true and correct in all respects as of the Closing
and that the representations and warranties of each Exchanging Party shall
survive the Closing.
ARTICLE 5.
CONDITIONS PRECEDENT TO CLOSING
5.1. Conditions Precedent to Obligation of Corporation to Close. The
----------------------------------------------------------
obligation of the Corporation to effect the transactions contemplated by this
Agreement and to take the other actions required to be taken by the Corporation
at the Closing is subject to the satisfaction, at or prior to the Closing, of
each of the following conditions (any of which may be waived by the Corporation,
in whole or in part, where permissible):
(a) Accuracy of Representations and Warranties. All of the
------------------------------------------
representations and warranties of the Exchanging Parties in this Agreement,
considered collectively, must be accurate in all material respects when made,
and as of the date of the Closing as if made on the date of the Closing.
(b) Performance. All of the covenants and obligations that the
-----------
Exchanging Parties are required to perform or to comply with pursuant to this
Agreement at or prior to the Closing, considered collectively, and each of these
covenants and obligations, considered individually, must have been duly
performed and complied with in all respects, including, without limitation, the
obligations of the Exchanging Parties pursuant to Section 1.7 above.
(c) Consents. The FCC Consent shall have become a Final Order, and
--------
all other consents, approvals, authorizations, exemptions and waivers that shall
be required in order to enable the Corporation to consummate the transactions
contemplated by this Agreement shall have been obtained, including, without
limitation, the consent of the senior lenders of the Company in accordance with
the terms of the Credit Agreement.
(d) No Proceedings. Since the date of this Agreement, there must not
--------------
have been commenced or threatened against any of the Exchanging Parties any
proceeding involving any challenge to, or seeking damages or other relief in
connection with, any of the transactions
-15-
<PAGE>
contemplated by this Agreement or that may have the effect of preventing,
delaying, making illegal or otherwise interfering with any of the transactions
contemplated by this Agreement.
5.2. Conditions Precedent to Obligation of Exchanging Parties to Close.
-----------------------------------------------------------------
The obligation of the Exchanging Parties to effect the transactions contemplated
by this Agreement and to take the other actions required to be taken by the
Exchanging Parties at the Closing is subject to the satisfaction, at or prior to
the Closing, of each of the following conditions (any of which may be waived by
the Exchanging Parties, in whole or in part, where permissible):
(a) Performance. All of the covenants and obligations that the
-----------
Corporation are required to perform or to comply with pursuant to this Agreement
at or prior to the Closing, considered collectively, and each of these covenants
and obligations, considered individually, must have been performed and complied
with in all respects, including, without limitation, the obligations of the
Corporation pursuant to Section 1.6 above.
(b) No Proceedings. Since the date of this Agreement, there must not
--------------
have been commenced or threatened against the Corporation or the Company any
proceeding involving any challenge to, or seeking damages or other relief in
connection with, any of the transactions contemplated by this Agreement or that
may have the effect of preventing, delaying, making illegal or otherwise
interfering with any of the transactions contemplated by this Agreement.
ARTICLE 6.
TERMINATION
6.1. Termination Events. This Agreement may, by written notice given prior
------------------
to or at the Closing, only be terminated:
(a) by any party (i) if the FCC dismisses or denies the application
for the FCC Consent and such order is a Final Order or (ii) if there shall be
any final decree or order that would prevent or make unlawful the Closing; or
(b) by the Corporation solely in the event the Merger Agreement has
been terminated in accordance with its terms.
6.2. Rights of Parties Upon Termination. If this Agreement is terminated
----------------------------------
as provided in Section 6.1 above, the transactions contemplated by this
Agreement shall be abandoned without further action, rights or obligations by
the parties hereto to one another, and all filings, applications and other
submissions made hereunder shall, to the extent practicable, be withdrawn from
the persons to which they were made.
6.3. Power of Attorney. The Exchanging Parties do hereby constitute and
-----------------
appoint Walter F. Ulloa as their true and lawful attorney-in-fact and agent to
act for them in their names,
-16-
<PAGE>
place and stead, and for his use and benefit in any and all capacities, for the
limited purpose of executing any and all documentation to be executed by the
Exchanging Parties in connection with the Roll-Up and the other transactions
contemplated by this Agreement. The Exchanging Parties do further acknowledge
and agree that the signature of Walter F. Ulloa alone on any document to be
executed by any of the Exchanging Parties in connection with the transactions
contemplated by this Agreement shall be effective to bind each of the Exchanging
Parties and the Exchanging Parties hereby ratify and confirm the binding
authority of the signature of Walter F. Ulloa on any such document.
ARTICLE 7.
GENERAL PROVISIONS
7.1. Tax Matters. The parties hereto intend the Roll-Up to qualify under
-----------
Section 351(a) of the Code and will use all reasonable efforts to cause the
Roll-Up to so qualify. Each party hereto will not take, and will cause such
party's affiliates and representatives not to take, any actions or positions
which may be expected to cause the Roll-Up not to so qualify. Each of the
exchanging parties agrees to take all actions and execute all documents deemed
reasonably necessary to effectuate such qualification, including, without
limitation, acquisition of the Member Companies via merger.
7.2. Entire Agreement. This Agreement, the exhibits and schedules hereto
----------------
and any other document to be furnished pursuant to the provisions hereof embody
the entire agreement and full understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
inducements, representations, warranties, covenants or undertakings other than
those expressly set forth or referred to in such documents. This Agreement and
such other documents supersede all prior negotiations, agreements and
understandings, both written and oral, among the parties with respect to such
subject matter.
7.3. Incorporation by Reference. The recitals set forth above, and all
--------------------------
exhibits and schedules attached hereto, are hereby incorporated by reference
into this Agreement.
7.4. Headings. The headings of the articles and sections of this Agreement
--------
are inserted as a matter of convenience and for reference purposes only, are of
no binding effect, and in no respect define, limit, extend or interpret the
scope of this Agreement or the intent of any section, and are not to be
considered in construing or interpreting this Agreement.
7.5. Gender; Statutory References. All pronouns and any variations thereof
----------------------------
shall be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the person or persons or the context may require.
Any reference to the Securities Act or other statutes or laws will include all
amendments, modifications or replacements thereto.
7.6. Amendments. Subject to applicable law, this Agreement and any exhibit
----------
or schedule attached hereto may only be amended by the parties hereto pursuant
to an amendment in
-17-
<PAGE>
writing executed by the Corporation and members of the Company holding a
majority of the voting power therein.
7.7. Successors and Assigns. Except as otherwise provided herein, the
----------------------
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors, assigns, heirs, legatees, legal
representatives, executors and administrators of all the parties hereto.
Nothing in this Agreement, express or implied, is intended to or shall be
construed to confer upon or give to any person, entity or other party (other
than the parties hereto or their respective successors and assigns) any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
7.8. Severability. Each term, covenant, condition and provision of this
------------
Agreement shall be viewed as separate and distinct, and in the event that any
such term, covenant, condition or provision shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable under applicable
law, such term, covenant, condition or provision shall be excluded from this
Agreement and the remaining terms, covenants, conditions and provisions shall
continue in full force and effect to the maximum extent permitted by applicable
law as if such term, covenant, condition or provision were excluded.
7.9. Counterparts; Facsimile. This Agreement may be executed in any number
-----------------------
of counterparts, each of which shall be an original and shall not need to
contain the signature of more than one party, but all of which together when
fully-executed and delivered by the parties hereto shall constitute one and the
same instrument, binding on all of the parties. To the maximum extent permitted
by applicable law or any applicable governmental authority, each counterpart
signature page delivered to the Corporation via facsimile shall be deemed to be
an original and may be relied on by the parties hereto as such.
7.10. Necessary Acts. Each party to this Agreement agrees to perform any
--------------
further acts, and to execute and deliver any further documents, that may be
reasonably necessary to give effect to the provisions of this Agreement and the
transactions contemplated herein, whether before or after the Closing.
7.11. Representation of Corporation and Company. Each Exchanging Party
-----------------------------------------
hereby acknowledges and agrees that Zevnik Horton Guibord McGovern Palmer &
Fognani, L.L.P., as corporate counsel to the Corporation and the Company, have
represented the interests of the Corporation and the Company in the preparation
of this Agreement, without regard to the individual interests of the Exchanging
Parties. Each Exchanging Party has been urged to, and has been given the
opportunity to, utilize independent legal and tax counsel in connection with
this Agreement, and the rights and obligations of each Exchanging Party
hereunder. Each Exchanging Party, by execution of this Agreement where
indicated below, gives his, her or its informed consent to and waives any
potential conflict with respect to the representation of the Corporation and the
Company by Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
-18-
<PAGE>
7.12. Assignment. No party hereto shall have the right to assign all or any
----------
portion of its rights and interests under this Agreement or to delegate all or
any portion of its duties under this Agreement without the prior written consent
of each other party hereto.
7.13. Joint Effort. The provisions of this Agreement have been examined,
------------
negotiated and revised by counsel for each party and no implication shall be
drawn against any party hereto by virtue of the drafting of this Agreement.
7.14. Attorney's Fees. In case any proceeding, whether at law, in equity or
---------------
in arbitration, shall be brought by any party to enforce or interpret the terms
or provisions of this Agreement, or any controversy arising therefrom, the
prevailing party, as determined by the court or arbitrator, shall be entitled to
the payment of reasonable attorney's fees and costs.
7.15. Expenses. Each party hereto shall be responsible for all expenses of
--------
such party incurred in connection with the transactions contemplated by this
Agreement.
7.16. Notices. All notices, requests, demands, waivers and other
-------
communications to be given by any party hereunder shall be in writing and shall
be (i) mailed by first-class, registered or certified mail, postage prepaid,
(ii) sent by hand delivery or reputable overnight delivery service or (iii)
transmitted by facsimile (provided that a copy is also sent by reputable
overnight delivery service) addressed to the parties at the respective addresses
for such parties as reflected on the then-current records of the Corporation or
the Company (and in the case of the Corporation and the Company, with a required
copy to Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P., Attention:
Kenneth D. Polin, Esq., 101 West Broadway, 17th Floor, San Diego, California
92101), or, in each case, to such other address as may be specified in writing
to the other parties hereto. All such notices, requests, demands, waivers and
other communications shall be deemed to have been given and received (a) if by
personal delivery or facsimile, on the day of such delivery, (b) if by first-
class, registered or certified mail, on the fifth (5th) business day after the
mailing thereof or (c) if by reputable overnight delivery service, on the day
delivered.
7.17. Signatory Authority. The individual or individuals signing this
-------------------
Agreement on behalf of any party hereto represents to the other parties hereto
that he or she has full authority to do so, has received all required consents,
and that his or her signature (together with the signature or signatures of any
other individual signing below on behalf of such party) is (are) the only
signatures required to bind the party on whose behalf he or she is signing this
Agreement.
7.18. Consent of Spouse. In connection with the execution and delivery of
-----------------
this Agreement, each married Exchanging Member or Exchanging Stockholder
residing in a community property jurisdiction agrees to deliver a consent of
spouse, substantially in the form attached hereto as Exhibit "C" and
-----------
incorporated herein by this reference.
-19-
<PAGE>
7.19. Governing Law; Venue. Notwithstanding the place where the Agreement
--------------------
may be executed by any of the parties hereto, this Agreement, and the rights and
obligations of the parties hereto, and any disputes relating thereto, shall in
all respects be governed by and construed in accordance with the laws of the
State of Delaware, without regard to principles of conflicts of laws. The
exclusive venue for any controversy arising out of the terms of this Agreement
or the breach thereof shall be the Superior Court of California for the County
of Los Angeles or the United States District Court for the Central District of
California.
7.20. Specific Performance. Each of the Exchanging Parties acknowledges and
--------------------
agrees that any refusal to perform under this Agreement will cause irreparable
injury to the Company and the Corporation and their respective members and
stockholders and that the Corporation shall be entitled to obtain injunctive
relief for specific performance of the obligations set forth herein.
Accordingly, if any Exchanging Party refuses to close the transactions
contemplated by this Agreement or seeks to prevent the closing hereunder due to
a breach of this Agreement, the Corporation shall have the right to obtain
specific performance of the obligations of such Exchanging Party.
7.21. Additional Parties. The parties hereto agree that additional parties
------------------
holding membership interests in the Company may execute this Agreement and such
additional parties shall, after executing counterpart copies of this Agreement
as Exchanging Parties hereunder, shall be parties hereto and have all rights and
obligations (as applicable) of the Exchanging Parties hereunder. The Company
covenants to use best efforts to obtain the signatures of all members of the
Company to this Agreement. The parties further acknowledge and agree that the
holders of Class D Units of the Company as set forth on Schedule "C" attached
------------
hereto and incorporated herein by this reference have previously executed a
counterpart signature page to the Original Exchange Agreement, and that such
parties will be bound by the terms and conditions of this Agreement and will
continue to have all of the rights and obligations (as applicable) of the
Exchanging Parties hereunder without having to execute a counterpart signature
page to this Agreement.
[Remainder of Page Intentionally Left Blank]
-20-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
Corporation ENTRAVISION COMMUNICATIONS CORPORATION,
a Delaware corporation
By: /s/ Walter F. Ulloa
----------------------------------------------------------
Walter F. Ulloa, Chairman and Chief Executive Officer
By: /s/ Philip C. Wilkinson
----------------------------------------------------------
Philip C. Wilkinson, President and Chief Operating
Officer
Company ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.,
a Delaware limited liability company
By: /s/ Walter F. Ulloa
----------------------------------------------------------
Walter F. Ulloa, Chairman and Chief Executive Officer
By: /s/ Philip C. Wilkinson
----------------------------------------------------------
Philip C. Wilkinson, President and Chief Operating
Officer
Univision UNIVISION COMMUNICATIONS INC.,
a Delaware corporation
By: /s/ Robert V. Cahill
----------------------------------------------------------
Name: Robert V. Cahill
--------------------------------------------------------
Title: V.P. & Secretary
-------------------------------------------------------
[Signature Page No. 1 to Amended and Restated Exchange Agreement]
<PAGE>
Exchanging Members THE WALTER F. ULLOA IRREVOCABLE TRUST OF 1996 (DATED OCTOBER
9, 1996)
By: /s/ Edith Seros
---------------------------------------------------------
Edith Seros, Trustee
Number of Units: 23,920 Class A Units
THE 1994 WILKINSON CHILDREN'S GIFT TRUST (DATED SEPTEMBER
30, 1994)
By: /s/ Philip C. Wilkinson
---------------------------------------------------------
Philip C. Wilkinson, Trustee
By: /s/ Wendy K. Wilkinson, Trustee
---------------------------------------------------------
Wendy K. Wilkinson, Trustee
Number of Units: 23,920 Class A Units
THE PAUL A. ZEVNIK IRREVOCABLE TRUST OF 1996 (DATED NOVEMBER
2, 1996)
By: /s/ Kevin Grenham
---------------------------------------------------------
Kevin Grenham, Trustee
By: /s/ Steven G. Rowles
---------------------------------------------------------
Steven G. Rowles, Trustee
Number of Units: 23,920 Class A Units
/s/ Paul A. Zevnik
------------------------------------------------------------
Paul A. Zevnik, individually
Number of Units: 22,119 Class C Units
10,313 Class E Units
[Signature Page No. 2 to Amended and Restated Exchange Agreement]
<PAGE>
/s/ Walter F. Ulloa
------------------------------------------------------------
Walter F. Ulloa, individually
Number of Units: 225,139 Class C Units
/s/ Philip C. Wilkinson
------------------------------------------------------------
Philip C. Wilkinson, individually
Number of Units: 25,131 Class C Units
NORTON PROPERTIES LIMITED PARTNERSHIP,
a Nevada limited partnership
By: Norton Investments, Inc., a Nevada corporation
Its General Partner and Managing Partner
By: /s/ George Soneff
-------------------------------------------------
Name: George Soneff
-----------------------------------------------
Title: President
----------------------------------------------
Number of Units: 13,817 Class C Units
/s/ Larry Safir
------------------------------------------------------------
Larry Safir, individually
Number of Units: 54,284 Class D Units
/s/ Jeanette Tully
------------------------------------------------------------
Jeanette Tully, individually
Number of Units: 14,161 Class D Units
/s/ Bram Watkins
------------------------------------------------------------
Bram Watkins, individually
Number of Units: 4,835 Class D Units
[Signature Page No. 3 to Amended and Restated Exchange Agreement]
<PAGE>
THE ZEVNIK-HARVARD FUND (DATED DECEMBER 31, 1997)
By: /s/ Steven G. Rowles
-------------------------------------------------------------
Steven G. Rowles, Trustee
Number of Units: 5,000 Class F Units
THE ZEVNIK CHARITABLE FOUNDATION,
a California nonprofit public benefit corporation
By: /s/ Paul A. Zevnik
-------------------------------------------------------------
Paul A. Zevnik, Chairman and President
By: /s/ Steven G. Rowles
-------------------------------------------------------------
Steven G. Rowles, Chief Financial Officer and Secretary
Number of Units: 813 Class F Units
LJ HOLDINGS, L.L.C.,
a Delaware limited liability company
By: /s/ Michael Rosen
-------------------------------------------------------------
Name: Michael Rosen
-----------------------------------------------------------
Title: Managing Member
----------------------------------------------------------
Number of Units: 4,500 Class F Units
[Signature Page No. 4 to Amended and Restated Exchange Agreement]
<PAGE>
<TABLE>
<C> <S>
Exchanging Stockholders THE WILKINSON FAMILY TRUST (DATED JUNE 2, 1988)
By: /s/ Philip C. Wilkinson
----------------------------------------------------
Philip C. Wilkinson, Trustee
By: /s/ Wendy K. Wilkinson, Trustee
----------------------------------------------------
Wendy K. Wilkinson, Trustee
Number of Shares: 8,000 Common Stock (Cabrillo)
3,454 Common Stock (Valley)
1,734 Common Stock (Telecorpus)
THE CAROL K. LUERY REVOCABLE TRUST (U/A/D 7/27/89)
By: /s/ Carol K. Luery, Trustee
----------------------------------------------------
Carol K. Luery, Trustee
Number of Shares: 963.8 Common Stock (Cabrillo)
319 Common Stock (Valley)
334 Common Stock (Telecorpus)
/s/ Walter F. Ulloa
-------------------------------------------------------
Walter F. Ulloa, individually
Number of Shares: 481.9 Common Stock (Cabrillo)
2,100 Common Stock (Golden Hills)
3,000 Common Stock (KSMS)
5,000 Common Stock (Las Tres)
6,750 Common Stock (Tierra Alta)
3,454 Common Stock (Valley)
1,734 Common Stock (Telecorpus)
/s/ Philip C. Wilkinson
-------------------------------------------------------
Philip C. Wilkinson, individually
Number of Shares: 1,475 Common Stock (Golden Hills)
3,000 Common Stock (KSMS)
</TABLE>
[Signature Page No. 5 to Amended and Restated Exchange Agreement]
<PAGE>
/s/ Paul A. Zevnik
------------------------------------------------------------
Paul A. Zevnik, individually
Number of Shares: 1,475 Common Stock (Golden Hills)
3,000 Common Stock (KSMS)
5,000 Common Stock (Las Tres)
6,750 Common Stock (Tierra Alta)
/s/ Richard D. Norton
------------------------------------------------------------
Richard D. Norton, individually
Number of Shares: 1,000 Common Stock (Golden Hills)
1,000 Common Stock (KSMS)
2,000 Common Stock (Tierra Alta)
509 Common Stock (Valley)
533 Common Stock (Telecorpus)
/s/ Yrma G. Rico
------------------------------------------------------------
Yrma G. Rico, individually
Number of Shares: 4,500 Common Stock (Tierra Alta)
356 Common Stock (Valley)
247 Common Stock (Telecorpus)
THE WALTER F. ULLOA IRREVOCABLE TRUST OF 1996
(DATED OCTOBER 9, 1996)
By: /s/ Edith Seros
---------------------------------------------------------
Edith Seros, Trustee
Number of Units: 1,880 Common Stock (Telecorpus)
[Signature Page No. 6 to Amended and Restated Exchange Agreement]
<PAGE>
THE 1994 WILKINSON CHILDREN'S GIFT TRUST
(DATED SEPTEMBER 30, 1994)
By: /s/ Philip C. Wilkinson
-------------------------------------------------------
Philip C. Wilkinson, Trustee
By: /s/ Wendy K. Wilkinson, Trustee
-------------------------------------------------------
Wendy K. Wilkinson, Trustee
Number of Shares: 1,880 Common Stock (Telecorpus)
THE PAUL A. ZEVNIK IRREVOCABLE TRUST OF 1996
(DATED NOVEMBER 2, 1996)
By: /s/ Kevin Grenham
-------------------------------------------------------
Kevin Grenham, Trustee
By: /s/ Steven G. Rowles
-------------------------------------------------------
Steven G. Rowles, Trustee
Number of Shares: 1,533 Common Stock (Telecorpus)
THE ZEVNIK FAMILY L.L.C.,
a Delaware limited liability company
By: /s/ Paul A. Zevnik
-------------------------------------------------------
Paul A. Zevnik, Manager
Number of Shares: 1,466 Common Stock (Valley)
[Signature Page No. 7 to Amended and Restated Exchange Agreement]
<PAGE>
SCHEDULE "A"
EXCHANGING MEMBERS
------------------
<TABLE>
<CAPTION>
Name Number of Units
---- ---------------
<S> <C>
The Walter F. Ulloa Irrevocable Trust of 1996 23,920 Class A Units
The 1994 Wilkinson Children's Gift Trust 23,920 Class A Units
The Paul A. Zevnik Irrevocable Trust of 1996 23,920 Class A Units
Walter F. Ulloa 225,139 Class C Units
Philip C. Wilkinson 25,131 Class C Units
Paul A. Zevnik 22,119 Class C Units
Norton Properties Limited Partnership 13,817 Class C Units
Larry Safir 54,284 Class D Units
Jeanette Tully 14,161 Class D Units
Bram Watkins 4,835 Class D Units
Persons Listed on Schedule "C" 29,088 Class D Units
Paul A. Zevnik 10,313 Class E Units
The Zevnik-Harvard Fund 5,000 Class F Units
The Zevnik Charitable Foundation 813 Class F Units
LJ Holdings, L.L.C. 4,500 Class F Units
</TABLE>
EXCHANGING STOCKHOLDERS
-----------------------
<TABLE>
<CAPTION>
Member Company/Stockholders Number and Class of Shares
--------------------------- --------------------------
<S> <C>
Cabrillo Broadcasting Corporation, a California corporation
The Wilkinson Family Trust 8,000 Common Stock
The Carol K. Luery Revocable Trust 963.8 Common Stock
Walter F. Ulloa 481.9 Common Stock
Golden Hills Broadcasting Corporation, a Delaware corporation
Walter F. Ulloa 2,100 Common Stock
Philip C. Wilkinson 1,475 Common Stock
Paul A. Zevnik 1,475 Common Stock
Richard D. Norton 1,000 Common Stock
KSMS-TV, Inc., a Delaware corporation
Walter F. Ulloa 3,000 Common Stock
Philip C. Wilkinson 3,000 Common Stock
Paul A. Zevnik 3,000 Common Stock
Richard D. Norton 1,000 Common Stock
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Las Tres Palmas Corporation, a Delaware corporation
Walter F. Ulloa 5,000 Common Stock
Paul A. Zevnik 5,000 Common Stock
Tierra Alta Broadcasting, Inc., a Delaware corporation
Walter F. Ulloa 6,750 Common Stock
Paul A. Zevnik 6,750 Common Stock
Yrma G. Rico 4,500 Common Stock
Richard D. Norton 2,000 Common Stock
Valley Channel 48, Inc., a Texas corporation
Walter F. Ulloa 3,454 Common Stock
The Wilkinson Family Trust 3,454 Common Stock
The Zevnik Family L.L.C. 1,466 Common Stock
Richard D. Norton 509 Common Stock
Yrma G. Rico 356 Common Stock
The Carol K. Luery Revocable Trust 319 Common Stock
Telecorpus, Inc., a Texas corporation
The Walter F. Ulloa Irrevocable Trust of 1996 1,880 Common Stock
The 1994 Wilkinson Children's Gift Trust 1,880 Common Stock
Walter F. Ulloa 1,734 Common Stock
The Wilkinson Family Trust 1,734 Common Stock
The Paul A. Zevnik Irrevocable Trust of 1996 1,533 Common Stock
Richard D. Norton 533 Common Stock
The Carol K. Luery Revocable Trust 334 Common Stock
Yrma G. Rico 247 Common Stock
</TABLE>
<PAGE>
SCHEDULE "B"
FULLY-DILUTED EQUITY OWNERSHIP OF CORPORATION
---------------------------------------------
<TABLE>
<CAPTION>
Exchanging Party Units(1) Shares(2)
---------------- ----- ------
<S> <C> <C>
Walter F. Ulloa 623,501 10,599,517
The Walter F. Ulloa Irrevocable Trust of 1996 52,344 889,848
Philip C. Wilkinson 69,101 1,174,717
The Wilkinson Family Trust 554,400 9,424,800
The 1994 Wilkinson Children's Gift Trust 52,344 889,848
Paul A. Zevnik 127,213 2,162,621
The Paul A. Zevnik Irrevocable Trust of 1996 47,098 800,666
Richard D. Norton 84,893 1,443,181
Norton Properties Limited Partnership 13,817 234,889
Yrma G. Rico 67,128 1,141,176
The Carol K. Luery Revocable Trust 61,916 1,052,572
Larry Safir 54,284 922,828
Jeanette Tully(3) 14,161 240,737
Bram Watkins 4,835 82,195
The Zevnik-Harvard Fund 5,000 85,000
The Zevnik Charitable Foundation 813 13,821
LJ Holdings, L.L.C. 4,500 76,500
The Zevnik Family L.L.C. 102,148 1,736,516
Persons Listed on Schedule "C"(4) 14,428 245,276
Univision Communications Inc.(5) 21,983,392
Total 1,953,924 55,200,100
===== ========= ==========
</TABLE>
(1) Represents membership interests owned directly and indirectly.
(2) Represents exchange ratio of 1 membership unit for 17 Shares of Common
Stock in the Roll-Up.
(3) Shares to be held in The Jeanette Tully 1996 Revocable Trust.
(4) Represents issuances of additional Class D Units in the Company other than
issuances to Walter F. Ulloa, Philip C. Wilkinson and Paul A. Zevnik.
Class D Units issued to Messrs. Ulloa, Wilkinson and Zevnik as set forth on
Schedule "C" attached hereto have been added to the respective holdings of
------------
such individuals set forth above.
(5) Represents contribution by Univision of Note and Option Agreement.
<PAGE>
SCHEDULE "C"
ADDITIONAL HOLDINGS OF CLASS D UNITS
------------------------------------
<TABLE>
<CAPTION>
Name D Units Shares
---- ------- ------
<S> <C> <C>
Walter F. Ulloa 6,050 102,850
Philip C. Wilkinson 6,050 102,850
Paul A. Zevnik 2,560 43,520
Jeanette Tully(1) 500 8,500
Yrma G. Rico 300 5,100
Russell Sakamoto 625 10,625
Manuel Cavasos III 500 8,500
Roy Piwinski 400 6,800
Maria Navarro 250 4,250
Kenneth D. Polin 850 14,450
Michael G. Rowles 500 8,500
Jorge Alonso 600 10,200
Gabriel Quiroz 550 9,350
David Candelaria 550 9,350
Carlos Ramos 350 5,950
Luis Hernandez 550 9,350
Tony Billet 450 7,650
Araceli de Leon 450 7,650
Rudy Guernica 350 5,950
Carlos Sanchez 450 7,650
Sam Fuller 325 5,525
Robert M. Flynn 325 5,525
Eric Gams 300 5,100
John Burton 300 5,100
Joel Olivares 325 5,525
Margarita Wilder 350 5,950
Tim Foster 300 5,100
Alberto Mier Y Teran 325 5,525
Diana de Lara 300 5,100
Natalie Quarantino 300 5,100
Willie Rosales 300 5,100
Lyndora Valdez 300 5,100
Bob Morrison 150 2,550
Sam Calaway 125 2,125
Erma Atencio 250 4,250
Jose Sevilla 125 2,125
Zoltan Csanyi 125 2,125
Florencia Cano 125 2,125
Annie Doucet 125 2,125
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Mary Salazar 100 1,700
Irmgard Dimery 125 2,125
Milena Pardo 100 1,700
Alex La Brie 150 2,550
Entravision Latino Educational Fund 953 16,201
Total 29,088 494,496
===== ====== =======
</TABLE>
(1) Shares to be held in The Jeanette Tully 1996 Revocable Trust.
<PAGE>
EXHIBITS
--------
Exhibit A First Restated Certificate of Incorporation
Exhibit B First Amended and Restated Bylaws
Exhibit C Consent of Spouse
The registrant hereby agrees to furnish a copy of any omitted schedule or
exhibit upon request.
