EXHIBIT 10.16
SECOND AMENDMENT
TO
AMENDED AND RESTATED
SUBORDINATED NOTE PURCHASE AND OPTION AGREEMENT
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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., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 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
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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: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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.
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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]
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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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: EVP
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Entravision ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.,
a Delaware limited liability company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman, Chief Executive Officer
and Managing Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President, Chief Operating Officer
and Managing Member
KSMS-TV, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer
TIERRA ALTA BROADCASTING, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
GOLDEN HILLS BROADCASTING CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LAS TRES PALMAS CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
VALLEY CHANNEL 48, INC.,
a Texas corporation and successor-in-interest to Entravision
Merger Corp.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 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
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
CLASS A UNITS Trust Children's Trust Trust
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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
▇▇▇▇▇ Trust 23,920 23,920
▇▇▇▇▇▇▇▇▇ Children's Trust 23,920 23,920
▇▇▇▇▇▇ 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)
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Univision 665,289
Univision (KLUZ) 71,330
TOTAL A AND A UNITS (UNIVISION OPTION) 2,291,656
CLASS C UNITS
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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
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 54,284
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 14,161
▇▇▇▇ ▇▇▇▇▇▇▇ (Option) 19,710
TOTAL A, A(UNIVISION OPTION), C & D UNITS 2,666,017
CLASS E UNITS
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▇▇▇▇ ▇. ▇▇▇▇▇▇ 10,313
TOTAL A, A (UNIVISION OPTION), C, D & E UNITS 2,676,330
CLASS F UNITS
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▇▇▇▇▇▇ Harvard Fund 5,000
The ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Rico Luery Safir
CLASS A UNITS Trust Properties Trust
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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
▇▇▇▇▇ Trust
▇▇▇▇▇▇▇▇▇ Children's Trust
▇▇▇▇▇▇ 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)
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Univision
Univision (KLUZ)
TOTAL A AND A UNITS (UNIVISION OPTION)
CLASS C UNITS
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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
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 54,284
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ (Option)
TOTAL A, A(UNIVISION OPTION), C & D UNITS
CLASS E UNITS
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▇▇▇▇ ▇. ▇▇▇▇▇▇ 10,313
TOTAL A, A (UNIVISION OPTION), C, D & E UNITS 237,114
CLASS F UNITS
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▇▇▇▇▇▇ Harvard Fund 5,000
The ▇▇▇▇▇▇ 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
▇▇▇▇▇ ▇▇▇▇▇▇▇ Univision Percentage Percentage
CLASS A UNITS w/o Univision w/Univision
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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
▇▇▇▇▇ Trust 0.0123 0.0089
▇▇▇▇▇▇▇▇▇ Children's Trust 0.0123 0.0089
▇▇▇▇▇▇ Trust 0.0123 0.0089
Valley Channel 0.3433 0.2488
Telecorpus 0.0770 0.0558
TOTAL A UNITS
CLASS A UNITS (Univision Option)
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Univision 665,289 0.2486
Univision (KLUZ) 71,330 0.0267
TOTAL A AND A UNITS (UNIVISION OPTION)
CLASS C UNITS
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Managing Members and Service Providers 0.1476 0.1069
TOTAL A, A (UNIVISION OPTION) & C UNITS
CLASS D UNITS
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 0.0280 0.0203
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 14,161 0.0073 0.0053
▇▇▇▇ ▇▇▇▇▇▇▇ (Option) 19,710 0.0102 0.0074
TOTAL A, A(UNIVISION OPTION), C & D UNITS
CLASS E UNITS
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▇▇▇▇ ▇. ▇▇▇▇▇▇
TOTAL A, A (UNIVISION OPTION), C, D & E UNITS 0.0053 0.0039
CLASS F UNITS
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▇▇▇▇▇▇ Harvard Fund
The ▇▇▇▇▇▇ 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