Second Amendment to Amended and Restated Subordinated Note Purchase and Option Agreement by and among Univision Communications Inc., Entravision Communications Company, L.L.C., and Affiliates

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Summary

This amendment updates a previous agreement between Univision Communications Inc., Entravision Communications Company, L.L.C., and several related entities. The amendment increases Univision's option to acquire an equity interest in Entravision from 27.9% to 40% for a total exercise price of $120 million. It also updates certain terms and references in the original agreement and confirms that all other terms remain unchanged. The agreement is effective as of March 2, 2000, and is binding on all parties involved.

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EX-10.16 13 0013.txt SECOND AMENDMENT TO AMENDED SUBORDINATED NOTE EXHIBIT 10.16 SECOND AMENDMENT TO AMENDED AND RESTATED SUBORDINATED NOTE PURCHASE AND OPTION AGREEMENT ----------------------------------------------- This Second Amendment to Amended and Restated Subordinated Note Purchase and Option Agreement (the "Second Amendment") is dated March 2, 2000 by and among Univision Communications Inc., a Delaware corporation ("Univision"), Entravision Communications Company, L.L.C., a Delaware limited liability company (the "Company"), KSMS-TV, Inc., a Delaware corporation, Tierra Alta Broadcasting, Inc., a Delaware corporation, Cabrillo Broadcasting Corporation, a California corporation, Golden Hills Broadcasting Corporation, a Delaware corporation, Las Tres Palmas Corporation, a Delaware corporation, Valley Channel 48, Inc., a Texas corporation and successor-in-interest to Entravision Merger Corp., Walter F. Ulloa, an individual, and Philip C. Wilkinson, an individual, with respect to the following facts: WHEREAS, the parties hereto have previously entered into that certain Amended and Restated Subordinated Note Purchase and Option Agreement dated as of December 30, 1996 (the "Original Agreement"), pursuant to which, among other things, Univision was granted the Univision Option to acquire an equity interest in the Company (adjusted to 25.55%) for an aggregate exercise price of $10,000,000. WHEREAS, the parties hereto have previously entered into that certain First Amendment to Amended and Restated Subordinated Note Purchase and Option Agreement dated as of March 31, 1999 (the "First Amendment"), pursuant to which, among other things, the Univision Option was increased to an option to acquire a 27.90% equity interest in the Company for an aggregate exercise price of $10,000,000. WHEREAS, in connection with the Original Agreement, the Company has previously executed that certain Non-Negotiable Subordinated Note dated December 30, 1996 in the principal amount of $10,000,000 in favor of Univision (the "Original Note"). WHEREAS, Univision and the Company are entering into that certain First Amended and Restated Non-Negotiable Promissory Note of even date herewith, in order to, among other things, increase the principal amount of the Original Note by $110,000,000, from $10,000,000 to $120,000,000. WHEREAS, the parties hereto now desire to amend the Original Agreement, as amended by the First Amendment, as set forth herein in order to, among other things, increase the percentage of the Univision Option to 40% (as computed in Section 3 of this Second Amendment). 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. The reference in the Section 3 of the Original Agreement to the defined term "Operating Agreement" shall refer to the First Amended and Restated Operating Agreement of the Company dated effective December 30, 1996, as amended through the date hereof. 2. The first sentence of Section 3.1 of the Original Agreement shall be amended and restated in its entirety to read as follows: "Univision is hereby granted a right to acquire an equity interest in the Company (as calculated in Section 3.2 below) through the acquisition of Class A Non-Managing Membership Units for a total exercise price of One Hundred Twenty Million Dollars ($120,000,000) reduced but not below $1, by the payment to Univision of any amounts distributed pursuant to Section 3(a)(iv) of the Subordinated Note as a Prepayment Amount (as defined in the Subordinated Note) (the "Univision Option")." 3. The first sentence of Section 3.2 of the Original Agreement shall be amended and restated in its entirety to read as follows: "Upon exercise, the Univision Option shall entitle Univision to acquire 40% of the sum of (i) the Class A, Class C, Class E and Class F Non- Managing Membership Units currently issued plus (ii) the Class D Units issued or promised to be issued as of the date hereof (but expressly excluding any future issuances of Class D Units by the Company up to an aggregate maximum for all Class D Units equal to five percent (5%) of the fully diluted interests in the Company assuming the exercise of the Univision Option) plus (iii) the Class A Non-Managing Membership Units to be issued to Univision on exercise of the Univision Option (the "Option Percentage"). The parties hereto acknowledge and agree that the pro forma capitalization table of the Company attached hereto as Schedule "A" and incorporated herein by this reference is true and correct as of - ------------ the date hereof." 4. Section 3.4(c) of the Original Agreement is hereby amended and restated in its entirety to read as follows: "(c) Deliver the original of the Subordinated Note (and any amendments thereto) marked "cancelled" and "paid in full."" 5. The parties hereto acknowledge and agree that the address, telephone number and facsimile number of the Company, each Borrower and each Managing Member for purposes of Section 5.3 shall be: 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404, telephone number ###-###-####, facsimile number ###-###-####. 6. All capitalized terms used in this Second Amendment and not otherwise defined shall have the meaning assigned such term in the Original Agreement and the First Amendment. Except as expressly amended hereby, all other terms and conditions of the Original Agreement and the First Amendment shall remain in full force and effect. -2- 7. This Second 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] -3- IN WITNESS WHEREOF, the parties have duly executed this Second Amendment as of the date first written above. Univision UNIVISION COMMUNICATIONS INC., a Delaware corporation By: /s/ Andrew W. Hobson ------------------------------------------------------------ Name: Andrew W. Hobson ---------------------------------------------------------- Title: EVP -------------------------------------------------------- Entravision 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 KSMS-TV, INC., a Delaware corporation By: /s/ Walter F. Ulloa ------------------------------------------------------------ Walter F. Ulloa, Chief Executive Officer TIERRA ALTA BROADCASTING, INC., a Delaware corporation By: /s/ Walter F. Ulloa ------------------------------------------------------------ Walter F. Ulloa, Chief Executive Officer [Signature Page No. 1 to Second Amendment to Amended and Restated Subordinated Note Purchase and Option Agreement] CABRILLO BROADCASTING CORPORATION, a California corporation By: /s/ Philip C. Wilkinson ---------------------------------------------------------- Philip C. Wilkinson, President GOLDEN HILLS BROADCASTING CORPORATION, a Delaware corporation By: /s/ Walter F. Ulloa ---------------------------------------------------------- Walter F. Ulloa, President LAS TRES PALMAS CORPORATION, a Delaware corporation By: /s/ Walter F. Ulloa ---------------------------------------------------------- Walter F. Ulloa, President VALLEY CHANNEL 48, INC., a Texas corporation and successor-in-interest to Entravision Merger Corp. By: /s/ Walter F. Ulloa ---------------------------------------------------------- Walter F. Ulloa, Chief Executive Officer /s/ Walter F. Ulloa ------------------------------------------------------------- Walter F. Ulloa, an individual /s/ Philip C. Wilkinson ------------------------------------------------------------- Philip C. Wilkinson, an individual [Signature Page No. 2 to Second Amendment to Amended and Restated Subordinated Note Purchase and Option Agreement] Schedule "A" Pro Forma Capitalization Table
ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. - PRO FORMA DIRECT AND INDIRECT OWNERSHIP Wilkinson Wilkinson Wilkinson Ulloa Ulloa CLASS A UNITS Trust Children's Trust Trust - ---------------------------------- Cabrillo 330,816 287,517 8,660 Golden Hills 137,801 33,596 47,832 KSMS-TV 14,413 4,324 4,324 Las Tres 13,460 6,730 Tierra Alta 171,507 57,883 Ulloa Trust 23,920 23,920 Wilkinson Children's Trust 23,920 23,920 Zevnik Trust 23,920 Valley Channel 665,980 240,667 240,667 Telecorpus 149,300 26,216 28,424 26,216 28,424 TOTAL A UNITS 1,555,037 37,920 554,400 52,344 392,312 52,344 CLASS A UNITS (Univision Option) - ---------------------------------- Univision 665,289 Univision (KLUZ) 71,330 TOTAL A AND A UNITS (UNIVISION OPTION) 2,291,656 CLASS C UNITS - ---------------------------------- Managing Members and Service Providers 286,206 25,131 225,139 TOTAL A, A (UNIVISION OPTION) & C UNITS 2,577,862 63,051 554,400 52,344 617,451 52,344 CLASS D UNITS - ---------------------------------- Lawrence E. Safir 54,284 Jeanette L. Tully 14,161 Bram Watkins (Option) 19,710 TOTAL A, A(UNIVISION OPTION), C & D UNITS 2,666,017 CLASS E UNITS - ---------------------------------- Paul A. Zevnik 10,313 TOTAL A, A (UNIVISION OPTION), C, D & E UNITS 2,676,330 CLASS F UNITS - ---------------------------------- Zevnik Harvard Fund 5,000 The Zevnik Charitable Foundation 5,313 TOTAL F UNITS 10,313 TOTAL A, A (UNIVISION OPTION), C, D, E & F UNITS 2,676,330 Pre-Univision Ownership Percentages 1.0000 0.0325 0.2858 0.0270 0.3183 0.0270 Post-Univision Percentages 1.0000 0.0236 0.2071 0.0196 0.2307 0.0196 Zevnik Zevnik Norton Norton Rico Luery Safir CLASS A UNITS Trust Properties Trust - ---------------------------------- Cabrillo 34,639 Golden Hills 33,596 22,777 KSMS-TV 4,324 1,441 Las Tres 6,730 Tierra Alta 57,884 17,151 38,589 Ulloa Trust Wilkinson Children's Trust Zevnik Trust 23,920 Valley Channel 102,148 35,466 24,805 22,227 Telecorpus 23,178 8,058 3,734 5,050 TOTAL A UNITS 204,682 47,098 84,893 0 67,128 61,915 CLASS A UNITS (Univision Option) - ---------------------------------- Univision Univision (KLUZ) TOTAL A AND A UNITS (UNIVISION OPTION) CLASS C UNITS - ---------------------------------- Managing Members and Service Providers 22,119 13,817 TOTAL A, A (UNIVISION OPTION) & C UNITS 226,801 47,098 84,893 13,817 67,128 61,916 CLASS D UNITS - ---------------------------------- Lawrence E. Safir 54,284 Jeanette L. Tully Bram Watkins (Option) TOTAL A, A(UNIVISION OPTION), C & D UNITS CLASS E UNITS - ---------------------------------- Paul A. Zevnik 10,313 TOTAL A, A (UNIVISION OPTION), C, D & E UNITS 237,114 CLASS F UNITS - ---------------------------------- Zevnik Harvard Fund 5,000 The Zevnik Charitable Foundation 5,313 TOTAL F UNITS TOTAL A, A (UNIVISION OPTION), C, D, E & F UNITS Pre-Univision Ownership Percentages 0.1222 0.0243 0.0438 0.0071 0.0346 0.0319 0.0280 Post-Univision Percentages 0.0886 0.0176 0.0317 0.0052 0.0251 0.0231 0.0203 Tully Watkins Univision Percentage Percentage CLASS A UNITS w/o Univision w/Univision - ---------------------------------- Cabrillo 0.1705 0.1236 Golden Hills 0.0710 0.0515 KSMS-TV 0.0074 0.0054 Las Tres 0.0069 0.0050 Tierra Alta 0.0884 0.0641 Ulloa Trust 0.0123 0.0089 Wilkinson Children's Trust 0.0123 0.0089 Zevnik Trust 0.0123 0.0089 Valley Channel 0.3433 0.2488 Telecorpus 0.0770 0.0558 TOTAL A UNITS CLASS A UNITS (Univision Option) - ---------------------------------- Univision 665,289 0.2486 Univision (KLUZ) 71,330 0.0267 TOTAL A AND A UNITS (UNIVISION OPTION) CLASS C UNITS - ---------------------------------- Managing Members and Service Providers 0.1476 0.1069 TOTAL A, A (UNIVISION OPTION) & C UNITS CLASS D UNITS - ---------------------------------- Lawrence E. Safir 0.0280 0.0203 Jeanette L. Tully 14,161 0.0073 0.0053 Bram Watkins (Option) 19,710 0.0102 0.0074 TOTAL A, A(UNIVISION OPTION), C & D UNITS CLASS E UNITS - ---------------------------------- Paul A. Zevnik TOTAL A, A (UNIVISION OPTION), C, D & E UNITS 0.0053 0.0039 CLASS F UNITS - ---------------------------------- Zevnik Harvard Fund The Zevnik Charitable Foundation TOTAL F UNITS TOTAL A, A (UNIVISION OPTION), C, D, E & F UNITS 1.0000 1.0000 Pre-Univision Ownership Percentages 0.0073 0.0102 Post-Univision Percentages 0.0053 0.0074 0.2752