<PAGE>
EXHIBIT 2.5
FIRST AMENDMENT
TO
ACQUISITION AGREEMENT AND PLAN OF MERGER
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This First Amendment to Acquisition Agreement and Plan of Merger (the
"First Amendment") is dated August 9, 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"), and ZSPN Acquisition Corporation, a Delaware corporation
("Acquisition Co."), on the one hand, and Z-Spanish Media Corporation, a
Delaware corporation ("ZSPN"), and the individuals and entities set forth on the
signature pages hereto, who are stockholders of ZSPN owning approximately
seventy-nine percent (79%) of the issued and outstanding shares of common stock
of ZSPN as of the Execution Date (the "Major Stockholders"), on the other hand,
with respect to the following facts:
WHEREAS, the parties hereto have previously entered into that certain
Acquisition Agreement and Plan of Merger dated April 20, 2000 (the "Original
Agreement"), pursuant to which Acquisition Co. is to merge with and into ZSPN
(the "Merger"), which shall be the Surviving Corporation. Following the Merger,
ZSPN will be a wholly-owned subsidiary of the Corporation.
WHEREAS, the Federal Communications Commission (the "FCC") has consented to
the assignment by Z-Spanish Media Licensing Company, LLC, a Delaware limited
liability company and a subsidiary of ZSPN to Salinas Holdings Partnership, a
Connecticut partnership ("Salinas Holdings") of the FCC Licenses for radio
stations KZSA (FM) in Placerville, California; KRAY-FM in Salinas, California;
KZSF (AM) in San Jose, California; KSQR (AM) in Sacramento, California; KZSL
(FM) in King City, California; KHNZ (FM) in Soledad, California; and K277AH,
Watsonville, California, (individually a "DOJ Excluded Station" and
collectively, the "DOJ Excluded Stations"); and radio stations KHMZ(FM) in
Salinas, California; KTGE(AM) in Salinas, California; KCTY(AM) in Salinas,
California; and KLOC(AM) in Ceres, California, (individually a " FCC Excluded
Station" and collectively, the "FCC Excluded Stations").
WHEREAS, the FCC has approved the assignment of the Licenses for the FCC
Excluded Stations to the Z-Spanish Trust created under that certain trust
agreement dated August 8, 2000 (the "Z-Spanish Trust I").
WHEREAS, Salinas Holdings has agreed to file an application with the FCC to
request consent to assign the licenses for the DOJ Excluded Stations to the Z-
Spanish Trust II created under that certain Trust Agreement dated August 7, 2000
(the "Z-Spanish Trust II").
WHEREAS, under the Communications Act of 1934, as amended, and the rules,
regulations and policies of the Federal Communications Commission (the "FCC")
(collectively, the "Communications Act"), the FCC has raised certain objections
to the ownership by the Corporation of the FCC Excluded Stations.
<PAGE>
WHEREAS, the Department of Justice (the "DOJ") has raised certain
objections with respect to the acquisition by the Corporation of the DOJ
Excluded Stations.
WHEREAS, in order to address both the FCC's and the DOJ's concerns and to
consummate the Merger in a timely fashion, the FCC Licenses for the FCC and DOJ
Excluded Stations will be transferred to Salinas Holdings immediately before the
Closing, and then to the Z-Spanish Trust I and the Z-Spanish Trust II, as
appropriate, upon receipt of FCC consent for such assignment, pursuant to the
Trust Agreements. For the same reasons, until DOJ and FCC stations are assigned
to Entravision or sold or transferred and the licenses assigned to a third
party, all rights, title and interest in the assets used exclusively for the DOJ
and FCC Excluded Stations shall be placed in trust immediately following the
Effective Time of the Merger with the Z-Spanish Trust II.
WHEREAS, pursuant to that certain letter agreement dated August 7, 2000,
and subject to DOJ's and FCC's approval, the Corporation has agreed, on the
conditions set forth therein, to reacquire the Assets of the DOJ Excluded
Stations to be managed by Salinas Holdings or the Z-Spanish II Trust and the
Trustee thereof.
WHEREAS, the parties hereto desire to amend the Original Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged by each signatory hereto, it is agreed as follows:
1. All capitalized terms used in this First Amendment and not otherwise
defined shall have the meaning ascribed to such terms in the Original Agreement.
The recitals of this First Amendment are incorporated herein by this reference.
2. Schedule "A" of the Original Agreement (which was inadvertently
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omitted) shall be amended to read in full with regard to ZSPN's radio stations
and Internet sites as set forth on Schedule "A-1" to this First Amendment.
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Schedule A-2 shall list ZSPN's Billboard assets.
3. Section 1.33 of the Original Agreement is hereby amended to read in
full as follows:
"1.33. "Exchange Agreement" shall mean that certain Amended and
Restated Exchange Agreement dated effective as of July 24, 2000 by and
among the Company, its members and Univision Communications Inc. attached
to this First Amendment as Exhibit "A-1" and incorporated herein by this
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reference."
4. Section 1.74 of the Original Agreement is hereby amended to read in
full as follows:
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<PAGE>
"1.74. "Registration Statement" shall mean the Corporation's final
prospectus filed with the SEC prior to the date of this First Amendment in
connection with the IPO which has been made available to the Stockholders
and their counsel."
5. Section 2.7 of the Original Agreement is hereby amended to read in
full as follows:
"2.7 Acquisition Consideration.
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(a) Fixed Consideration. The aggregate fixed consideration to be
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paid in any event in the Merger for the Shares shall be an amount equal to
$339,829,614, less the sum of the following additional consideration for
the Merger (i) the Option Roll-Over Amount, (ii) the Termination Payments,
(iii) the TSG Loan and (iv) an amount equal to $1,750,000 (the "Escrow
Amount") to be used by the ZSPN Representatives to pay for costs and
expenses incurred in connection with the transactions contemplated by this
Original Agreement and this First Amendment, including expenses incurred in
connection with disposition of the FCC Excluded Stations and the DOJ
Excluded Stations (the "ZSPN Fixed Equity Consideration"). The ZSPN Fixed
Equity Consideration shall be paid as follows: (i) $220,719,752 in cash
(the "Cash Consideration Value"), plus (ii) 7,187,902 newly-issued shares
of Class A Common Stock of the Corporation (the "Stock Consideration
Value"). Notwithstanding the foregoing, the Cash Consideration Value shall
be reduced on a dollar-for-dollar basis for all amounts of ZSPN
Indebtedness in excess of $108,670,117 incurred by ZSPN after receipt of
Entravision's written consent pursuant to Section 7.2 below and not repaid
prior to the Closing. References to ZSPN Equity Consideration in the
Original Agreement shall be deemed to be amended to refer to ZSPN Fixed
Equity Consideration as defined in this Section 2.7(a).
(b) Contingent Consideration. Following the Closing, the
------------------------
Corporation shall pay additional contingent cash consideration (the
"Contingent Cash Consideration") as follows:
(i) An amount of Contingent Cash Consideration equal to
fifty percent (50%) of the cash actually received in connection with the
sale of the FCC Excluded Stations after payment of or provision for all
costs and expenses incurred by or on behalf of the Corporation or its
Affiliates in connection with such sale, including, without limitation,
commissions, trustee fees and professional fees (the "Net Cash Proceeds").
(ii) An amount of Contingent Cash Consideration equal to all
Net Cash Proceeds actually received by The Z-Spanish II Trust in connection
with the sale of any of the DOJ Excluded Stations to third parties.
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<PAGE>
(iii) If the DOJ approves the retention of any or all of the
DOJ Excluded Stations by the Corporation or any of its Affiliates, the
Corporation shall pay additional Contingent Cash Consideration in the
amount of the Agreed Value (as defined below) of each such station. If the
DOJ approves the retention of any such station by the Corporation or its
Affiliates within ninety (90) days after the Closing of the Merger, the
Agreed Value will be as set forth on Exhibit "B-1" hereto. If the DOJ
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approves of the retention of any such station by the Corporation or its
Affiliates after the expiration of the ninety (90) day period following the
Closing of the Merger, but before December 31, 2000, the Agreed Value of
each such station shall be 19.23 times broadcast cashflow relating to such
station or stations computed with respect to the twelve (12) month period
ending at the end of the month immediately preceding sale of any such
station or station, as the case may be, but in no event more than the price
that would have been paid for such station as set forth on Exhibit "B-1"
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hereto. If the DOJ shall fail to approve before December 31, 2000 the
retention of any station by the Corporation or its Affiliates (or if at any
time before December 31, 2000 the ZSPN Representatives shall determine to
discontinue to seek the DOJ's approval for the retention of any such
station(s) by the Corporation or its Affiliates, including without
limitation because the ZSPN Representatives believe that it may be
impractical to obtain such DOJ approval or for any other reason), then any
station(s) with respect to which there shall have been such a failure to
obtain DOJ approval or such a determination to discontinue to seek DOJ
approval, shall not be transferred to the Corporation or its Affiliates,
shall cease to be covered by this subsection (iii), and shall instead to be
sold to third part(ies) as contemplated by subsection (ii) above.
(iv) For purposes of computing the Net Cash Proceeds of the
sale of any of the FCC Excluded Stations or DOJ Excluded Stations under the
foregoing subsection (i), costs incurred in connection with the sale shall
include Taxes (the "Disposition Tax Cost") incurred on any income or gain
recognized by the Corporation or any of its Affiliates in connection with
the sale of such station; provided that such taxes shall not be treated as
incurred in an amount which exceeds that amount of Taxes (the "ZSPN Tax
Amount") that would have been payable by ZSPN and its Affiliates with
respect to such income, determined as if such corporations continued to
file their returns on the same basis as such returns were filed for the
periods ending on the Closing Date, including taking into account as
offsets against such income or gain any federal and state losses or loss
carryforwards of ZSPN and its Affiliates that existed at the time of the
Merger and would have been usable in the first taxable year of any of such
corporations beginning after the Closing, and without regard to any income
of such corporations arising after the Closing Date other than income and
gain attributable to the sale of the FCC Excluded Stations and DOJ Excluded
Stations.
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<PAGE>
(v) All amounts of Contingent Cash Consideration payable
pursuant to this Section 2.7(b) shall be treated as Cash Consideration
Value for purposes of Section 2.9(a) and shall be paid by wire transfer of
immediately available funds, as directed by the ZSPN Representatives
pursuant to Section 2.9(b). Payments required by Section 2.7(b)(i) or (ii)
shall be made by Entravision within two (2) business days after receipt of
the proceeds of a sale of any station requiring such payments (treating for
purposes of this initial payment the ZSPN Tax Amount (or a good faith
estimate thereof) as if it were equal to the Disposition Tax Cost), and
payments required by Section 2.7(b)(iii) shall be made within two (2)
business days after the approval of the retention or transfer referred to
therein. Promptly after sufficient facts become available to make a final
determination of the ZSPN Tax Amount or the actual Disposition Tax Cost
with respect to any station sale, but not later than date of the filing of
the income tax returns reflecting the gain recognized on the sale of any
such station, the excess, if any, of the Contingent Cash Consideration over
the amount previously paid under Section 2.9(b) shall be paid by wire
transfer of immediately available funds, as directed by the ZSPN
Representatives pursuant to Section 2.9(b). In the event the ZSPN Tax
Amount or the Disposition Tax Cost is subsequently determined to be
different than the amounts previously reflected in the determination of the
amount of the Contingent Cash Consideration paid pursuant to this Section
2.7(b), the Contingent Cash Consideration payable hereunder shall be
recumputed. Any additional Contingent Cash Consideration payable (or any
excess of prior payments over the corrected Contingent Cash Consideration)
shall be paid promptly to (or by) the ZSPN Representatives, as may be
necessary to cause the total Contingent Cash Consideration paid hereunder
to be correct.
6. Section 2.14 of the Original Agreement is hereby amended to read in
full as follows:
"2.14. FCC Licenses, Permits and Authorizations. The parties hereto
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acknowledge and agree that, in connection with the FCC Consent, with the
exception of the license for KLNZ-FM which shall remain in KLNZ License
Co., LLC, Entravision may cause ZSPN and its Affiliates to assign all of
its right, title and interest in and to all FCC licenses, permits and
authorizations (and the call letters with respect thereto) held by ZSPN and
the ZSPN Subsidiaries to Holdings, and that the FCC consent will reflect
Holdings as the assignee of the FCC licenses held by ZSPN and the ZSPN
Subsidiaries."
7. A new Section 2.15 shall be added to the Original Agreement to read in
full as follows:
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<PAGE>
"2.15. Escrow Amount. At the Closing, Entravision shall pay the
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Escrow Amount to the ZSPN Representatives by wire transfer of immediately
available funds to such account as may be designated by the ZSPN
Representatives. Expenditure of the Escrow Amount shall be in the sole
discretion of the ZSPN Representatives, and any amounts of the Escrow
Amount not expended by the ZSPN Representatives shall be paid to the ZSPN
Stockholders as if it were additional Cash Consideration Value payable at
the time of the Closing of the Merger."
8. Section 3.1 of the Original Agreement is hereby amended to read in
full as follows:
3.1. "Closing. The closing of the Merger provided for in this
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Agreement (the "Closing") will take place at the offices of Proskauer Rose
LLP in New York, New York at 10:00 a.m. (Eastern Time) within two (2)
business days after which each of the following has occurred (or is
occurring concurrently): (i) the Corporation shall have received the
proceeds from the IPO, (ii) the Roll-Up has closed, (iii) the FCC Consent
becomes a Final Order and (iv) the applicable waiting period under the HSR
Act has expired or been terminated, or such date as Entravision and ZSPN
may mutually agree, or at such other time and place as Entravision and ZSPN
may mutually agree, and Entravision, Acquisition Co. and ZSPN agree to
cooperate and use their Best Efforts to close the Contemplated Transactions
as soon as practicable after the FCC Consent becomes a Final Order;
provided, however, that Entravision and ZSPN, by mutual agreement, may
waive the condition to the Closing that the FCC Consent be a Final Order
and, in such case, the Closing shall occur at such time and place as the
parties may mutually agree after grant of FCC Consent and upon the
occurrence of all other required conditions to the Closing. Subject to the
provisions of Article 11 below, failure to consummate the Merger on the
date and time and at the place determined pursuant to this section will not
result in the termination of this Agreement and will not relieve any party
of any obligation under this Agreement."
9. Section 3.4(n) of the Original Agreement is hereby amended to delete
the reference to Arthur Rockwell.
10. Section 3.4(l) of the Original Agreement is amended and restated to
read as follows:
"(l) the written legal opinions of Proskauer Rose LLP, corporate
counsel for ZSPN and the Stockholders, and Shaw Pittman, FCC counsel for
ZSPN and the Stockholders, substantially in the forms attached hereto as
Exhibits "H-1" and "H-2" and incorporated herein by this reference.
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Additionally, Proskauer Rose LLP's written legal opinion will contain a
provision expressly
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<PAGE>
allowing Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P. ("Zevnik
Horton"), counsel for Entravision and Acquisition Co., to rely on Proskauer
Rose LLP's written legal opinion in rendering its legal opinion to the
Corporation's lead underwriter in the IPO, as required under that certain
Underwriting Agreement entered into by and among the Corporation,
Donaldson, Lufkin & Jenrette Securities Corporation, Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc., Bear, Stearns & Co. Inc. and DLJdirect Inc., as
representatives of the several Underwriters named in Schedule I thereto."
11. Section 3.5(a) of the Original Agreement is amended and restated to
read as follows:
"(a) The ZSPN Fixed Equity Consideration; provided, however, that the
Corporation will deliver to its transfer agent a letter of transmittal and
instruction irrevocably instructing that stock certificates representing
the Stock Consideration Value (as defined in Section 2.7 above) be issued
and delivered to the ZSPN Stockholders in such amounts as designated by the
ZSPN Representatives as soon as possible after the Closing and the
Corporation will continue to use reasonable and diligent efforts to cause
its transfer agent to promptly issue such stock certificates."
12. Section 5.4 of the Original Agreement is hereby amended to read in
full as follows:
"5.4 Capitalization.
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(a) The authorized capital stock of the Corporation consists of
(i) 260,000,000 shares of Class A Common Stock, $0.0001 par value per
share, none of which are issued and outstanding, (ii) 40,000,000 shares of
Class B Common Stock, $0.0001 par value per share, none of which are issued
and outstanding, (iii) 25,000,000 shares of Class C Common Stock, $0.0001
par value per share, none of which are issued and outstanding and (iv)
50,000,000 shares of Preferred Stock $0.0001 par value per share, none of
which are issued and outstanding.
(b) Schedule 5.4(b)-1 to this First Amendment sets forth the pro
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forma fully-diluted capitalization of the Corporation as of the Closing
(but without giving effect to the IPO) subject only to adjustment of the
Exchange Number (as defined in the Exchange Agreement). The "Entravision
Fully-Diluted Shares" as defined in this Agreement shall be as of the
Closing as set forth on Schedule 5.4(b)-1 to this First Amendment.
-----------------
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<PAGE>
(c) The outstanding units of membership interest in the Company
(the "Units") consist of an aggregate of 1,953,924 Units, 1,555,037 of
which are designated Class A Units, none of which are designated Class B
Units, 286,206 of which are designated Class C Units, 102,368 of which are
designated Class D Units and 10,313 of which are designated Class E/F
Units.
(d) Except as set forth on Schedule 5.4(d), (i) there are no
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other options, warrants, stock appreciation rights, subscriptions,
convertible debentures or other rights, commitments or any other similar
agreements for the purchase of any securities of Entravision, (ii) there
are no Contracts relating to the issuance, sale, registration or transfer
of any equity securities or other securities of Entravision and (iii) there
are no voting trust agreements or other Contracts, agreements or
arrangements restricting voting rights or transferability with respect to
Entravision.
(e) The shares of Class A Common Stock of the Corporation
issuable as the ZSPN Equity Consideration and the shares of Series B
Preferred Stock issuable pursuant to the Certificate, when issued, sold and
delivered in accordance with the terms of this Agreement, will be duly and
validly issued, fully-paid and nonassessable, and will be free of
restrictions on transfer other than restrictions on transfer under this
Agreement, the Investor Rights Agreement and applicable federal and state
securities laws and will not have been issued in violation of any
preemptive rights."
13. Section 9.3(b) of the Original Agreement shall be amended to read in
full as follows:
"(b) From and after the Effective Time, each outstanding ZSPN
Option shall be assumed by Entravision and shall be deemed to constitute a
substitute option under the Entravision Communications Corporation 2000
Omnibus Equity Incentive Plan to acquire, on the same terms and conditions
as were applicable under such ZSPN Option (including credit for vesting
periods elapsed under the ZSPN 1999 Stock Incentive Plan), a number of
shares of Entravision Class A Common Stock (rounded down to the nearest
whole number) equal to the product of (i) the number of ZSPN shares
pursuant to such ZSPN Option and (ii) ZSPN Share Consideration divided by
(iii) the Entravision Share Consideration. The exercise price per share of
Entravision Class A Common Stock (rounded up to the nearest whole cent)
pursuant to such newly issued Entravision option shall be calculated as the
quotient of (a) the exercise price per share of ZSPN Common Stock pursuant
to such ZSPN Option and (b) the quotient of ZSPN Share Consideration and
the Entravision Share Consideration. An illustration of the above
calculation is attached hereto as Annex II. Consistent with the respective
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option agreements entered into by the participants under the
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<PAGE>
ZSPN 1999 Stock Incentive Plan (the "Optionees"), the Optionees shall agree
not to offer, pledge, sell, contract to sell, sell any option or contract
to purchase, grant any option, right or warrant purchase, or otherwise
transfer or dispose of directly or indirectly any Class A Common Stock
received by the Optionees upon exercise of any substitute option under the
Entravision Communications Corporation 2000 Omnibus Equity Incentive Plan
for a period of one hundred eighty (180) days after the date of the final
prospectus relating to the Corporation's IPO.
In connection with the ZSPN Options, ZSPN represents and warrants that
there are currently 1,997,861 ZSPN Options, none of which have been
exercised as of the date hereof. Therefore, in the event that the ZSPN
Options exceed 1,997,861 (the "ZSPN Non-Disclosed Options"), the
Corporation will be entitled to a credit on the ZSPN Fixed Equity
Consideration, which will be payable from the Escrow Amount, in the amount
equal to the net equity value of such ZSPN Non-Disclosed Options calculated
in the same manner as the Option Rollover Amount."
14. Section 12.1 shall be amended to read in full as follows:
"12.1. Authorization of the ZSPN Representatives. Upon adoption of
-----------------------------------------
this Agreement by the Board of Directors of ZSPN and approval of this
Agreement by the Major Stockholders pursuant to the Certificate of
Incorporation and Bylaws of ZSPN and the applicable provisions of the
Delaware Code, the ZSPN Representatives (and each successor appointed in
accordance with Section 12.3 below) hereby is appointed, authorized and
empowered to act, by decision of both of the ZSPN Representatives (if there
is more than one), as the ZSPN Representatives, on behalf of the Major
Stockholders, in connection with and to facilitate the consummation of the
Contemplated Transactions, for the purposes and with the powers and
authority hereinafter set forth in this Article 12, which shall include the
power and authority:
(a) to deliver all Certificates representing the Shares tendered
therewith to Entravision and to collect and receive all moneys and stock
payable to the Major Stockholders pursuant to Section 2.7 and 2.8 above to
disburse and pay the same to each of the Major Stockholders pursuant to
Section 2.8 above;
(b) to take all actions deemed necessary or appropriate by the
ZSPN Representatives in connection with or arising out of the disposition
of the FCC Excluded Stations and DOJ Excluded Stations;
(c) disburse the Escrow Amount; and
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<PAGE>
(d) to make, execute, acknowledge and deliver all such other
agreements, guarantees, orders, receipts, endorsements, notices, requests,
instructions, certificates, stock powers, letters and other writings, and,
in general, to do any and all things and to take any and all action that
the ZSPN Representatives, in their sole and absolute discretion, may
consider necessary or proper or convenient in connection with or to carry
out the activities described in paragraphs (a), (b) and (c) above and the
Contemplated Transactions.
The grant of authority provided for in this Section 12.1: (i) is coupled
with an interest and is being granted, in part, as an inducement to Entravision
and Acquisition Co. to enter into this Agreement, and shall be irrevocable and
survive the death, incompetency, bankruptcy or liquidation of any Major
Stockholder and shall be binding on any successor thereto; and (ii) subject to
the provisions of Section 12.3 below, may be exercised by any of the ZSPN
Representatives acting by signing as an ZSPN Representative of each of the Major
Stockholders.
15. Annex I and Annex II to the Original Agreement are hereby amended to
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read in full as Annex I-1 and Annex II-1 attached to this First Amendment.
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16. Except as expressly amended hereby, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
17. This First Amendment may be executed in one or more counterparts, all
of which when fully-executed and delivered by all parties hereto and taken
together shall constitute a single agreement, binding against each of the
parties. To the maximum extent permitted by law or by any applicable
governmental authority, any document may be signed and transmitted by facsimile
with the same validity as if it were an ink-signed document. Each signatory
below represents and warrants by his or her signature that he or she is duly
authorized (on behalf of the respective entity for which such signatory has
acted) to execute and deliver this instrument and any other document related to
this transaction, thereby fully binding each such respective entity.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this First Amendment as
of the date first written above.
Corporation ENTRAVISION COMMUNICATIONS CORPORATION,
a Delaware corporation
By: /s/ Walter F. Ulloa
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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, Chief Executive Officer
and Managing Member
By: /s/ Philip C. Wilkinson
---------------------------------------------------------
Philip C. Wilkinson, President, Chief Operating
Officer and Managing Member
Acquisition Co. ZSPN ACQUISITION 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
ZSPN Z-SPANISH MEDIA CORPORATION,
a Delaware corporation
By: /s/ Amador S. Bustos
---------------------------------------------------------
Name: Amador S. Bustos
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Title: President
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[Counterpart Signature Page No. 1 to the First Amendment
to Acquisition Agreement and Plan of Merger]
<PAGE>
Major Stockholders Z-SPANISH MEDIA HOLDINGS, L.L.C.
By: /s/ Darryl B. Thompson
----------------------------------------------------
Name: Darryl B. Thompson
--------------------------------------------------
Title: Manager
-------------------------------------------------
TSG ASSOCIATES II, INC.
By: /s/ Darryl B. Thompson
----------------------------------------------------
Name: Darryl B. Thompson
--------------------------------------------------
Title: Sr. Vice President
------------------------------------------------
TSG ASSOCIATES III, LLC
By: /s/ Darryl B. Thompson
----------------------------------------------------
Name: Darryl B. Thompson
--------------------------------------------------
Title: Senior Vice President
-------------------------------------------------
TSG CAPITAL FUND III, L.P.
By: TSG Associates III, LLC, its General Partner
By: /s/ Darryl B. Thompson
----------------------------------------------------
Name: Darryl B. Thompson
--------------------------------------------------
Title: Senior Vice President
-------------------------------------------------
TSG VENTURES, L.P.
By: TSG VI Associates, Inc., its General Partner
By: /s/ Steven J. Lamb
----------------------------------------------------
Name: Steven J. Lamb
--------------------------------------------------
Title: Vice President
-------------------------------------------------
[Counterpart Signature Page No. 2 to the First Amendment
to Acquisition Agreement and Plan of Merger]
<PAGE>
TSG CAPITAL FUND II, L.P.
By: TSG Associates II, L.P., its General Partner
By: TSG Associates II, Inc., its General Partner
By: /s/ Darryl B. Thompson
----------------------------------------------------
Name: Darryl B. Thompson
--------------------------------------------------
Title: Senior Vice President
-------------------------------------------------
/s/ Amador S. Bustos
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Amador S. Bustos
/s/ Salvador H. Campos
-------------------------------------------------------
Salvador H. Campos
/s/ John S. Bustos
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John S. Bustos
/s/ Glenn Emanuel
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Glenn Emanuel
/s/ Arthur Rockwell
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Arthur Rockwell
BUSTOS ASSET MANAGEMENT, LLC
By: /s/ Amador S. Bustos
----------------------------------------------------
Name: Amador S. Bustos
--------------------------------------------------
Title: Manager
-------------------------------------------------
[Counterpart Signature Page No. 3 to the First Amendment
to Acquisition Agreement and Plan of Merger]
<PAGE>
EXHIBITS
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Exhibit A-1 Amended and Restated Exchange Agreement
Exhibit B-1 Adjustment to Cash Consideration Value
The registrant hereby agrees to furnish a copy of any omitted schedule or
exhibit upon request.
