-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bg8sA+zPByu1iB6awpUNgzrCasd/VDjvPBR8i2Tt6eaQIchd7Hr8Imb12cY5D21t AymabymtJn52mu7JME8oGw== 0000895345-02-000111.txt : 20020415 0000895345-02-000111.hdr.sgml : 20020415 ACCESSION NUMBER: 0000895345-02-000111 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUPO TELEVISA S A CENTRAL INDEX KEY: 0000912892 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: AVENIDA CHAPULTEPEC NO 28 CITY: 06724 MEXICO DF MEXI STATE: O5 ZIP: 00000 MAIL ADDRESS: STREET 1: AVENIDA CHAPULTEPEC NO. 28 STREET 2: COLONIA DOCTORES FORMER COMPANY: FORMER CONFORMED NAME: GRUPO TELEVISA S A DE CV DATE OF NAME CHANGE: 19931001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVISION COMMUNICATIONS INC CENTRAL INDEX KEY: 0001017008 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 954398884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48237 FILM NUMBER: 02567438 BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STE 3050 CITY: LOS ANGLES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105567676 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS INC SUITE 3050 CITY: LOS ANGLES STATE: CA ZIP: 90067 SC 13D 1 js13d_grupo.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 UNIVISION COMMUNICATIONS INC. - --------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $0.01 PAR VALUE - --------------------------------------------------------------------------- (Title of Class of Securities) 914906102 - --------------------------------------------------------------------------- (CUSIP Number) ALFONSO DE ANGOITIA GRUPO TELEVISA, S.A. AV. VASCO DE QUIROGA NO. 2000, EDIFICIO A, PISO 4, COLONIA SANTA FE 01210, MEXICO, DF 525-55-261-2000 COPY: JOSEPH A. STERN, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 212-859-8000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 2002 - --------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13(g), check the following box. [__] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------- CUSIP No. 914906102 13D - --------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Grupo Televisa, S.A. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_| (b)|X| - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC, BK, OO - --------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico - --------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 39,289,534(1)(2) SHARES ----------------------------------------------- BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING 0 PERSONS WITH ----------------------------------------------- 9 SOLE DISPOSITIVE POWER 39,289,534(1)(2) ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,289,534(1)(2) - --------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - --------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6%(3) - --------------------------------------------------------------------------- - ------------------------------------ (1) The filing of this Schedule 13D shall not be construed as an admission by Grupo Televisa, S.A. that it or any of its affiliates is the beneficial owner of any securities covered hereby for any purposes other than Section 13(d) of the Act. Grupo Televisa, S.A. disclaims that it constitutes part of a "group" with any other person with respect to shares of Univision Communications Inc. (2) Of this number, 6,000,000 shares of Class A Common Stock and a warrant entitling the holder to purchase an additional 100,000 shares will be issued to Televisa upon the closing of the Fonovisa Purchase Transaction, as described in Item 4 hereof. (3) 14.6% when calculated on a fully diluted basis. 17.7% when calculated in accordance with Rule 13d-3(d) under the Act. See Item 5 hereof. - --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - --------------------------------------------------------------------------- ITEM 1. Security and Issuer. ------------------- This statement on Schedule 13D (this "Schedule 13D") relates to the shares of Class A common stock, par value $.01 per share (the "Class A Stock"), of Univision Communications Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 1999 Avenue of the Stars, suite 3050, Los Angeles, California 90067. ITEM 2. Identity and Background ----------------------- (a)-(c) This Schedule 13D is filed by Grupo Televisa, S.A., a Mexican corporation ("Televisa"), and reflects shares of Class A Stock beneficially owned directly by Televisa and indirectly by Televisa through certain of its subsidiaries (such subsidiaries, the "Subsidiaries"). Televisa has full dispositive and voting control over the shares of Class A Stock beneficially owned by it through the Subsidiaries. Televisa has interests in television production and broadcasting, programming for pay television, international distribution of television programming, direct-to-home satellite services, publishing and publishing distribution, cable television, radio production and broadcasting, professional sports and show business promotions, paging services, feature film production and distribution, dubbing, and the operation of a horizontal Internet portal. The principal business office of Televisa is located at Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico DF. To the best of Televisa's knowledge, the name, citizenship, business address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of Televisa are set forth on Schedule 1, attached hereto, which schedule is hereby incorporated by reference. (d)-(e) During the five years prior to the date hereof, none of Televisa or, to the best of Televisa's knowledge, anyone listed on Schedule 1 attached hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Prior to December 19, 2001 and after giving effect to the Issuer's stock splits relating to its common stock (effective as of January 12, 1998 and August 11, 2000), Televisa, directly and through Subsidiaries, beneficially owned (a) 13,593,034 shares of Class A Stock (which were and continue to be held as shares of Class T common stock, par value $.01 per share (the "Class T Stock"), which are convertible at any time at the option of Televisa into shares of Class A Stock on a share for share basis) and (b) a warrant entitling the holder to purchase up to 2,000 shares of either Class T Stock or Class A Stock (the "Existing Warrant"), and had been filing reports on Schedule 13G with respect thereto pursuant to Rule 13d-1(d) under the Act. These shares and others (or warrants entitling the holder to purchase shares) of which Televisa or Subsidiaries have since disposed were acquired in exchange for equity securities purchased by Televisa and certain of its subsidiaries issued by a predecessor of the Issuer in December of 1992 for approximately $7,200,000, which was funded by Televisa's working capital. The source and amount of funds or other consideration utilized with respect to the shares of Class A Stock acquired by Televisa in connection with the transactions occurring on December 19, 2001 (as more fully described in Item 4 hereof) are as follows: The shares of Series B Preferred Stock, and subsequently the Converted Shares (each as described in Item 4 hereof), were issued to Fonovisa L.L.C. ("Fonovisa"), a wholly-owned indirect Subsidiary, for $375,000,000. Such funds were obtained from Televisa, which in turn obtained such funds from working capital as well as pursuant to a Credit Agreement, dated as of December 21, 2001, between Televisa, the Banks set forth therein and JPMorgan Chase Bank, as administrative agent for the Banks. The WPA Warrant (as described in Item 4 hereof) was issued to Televisa by the Issuer in consideration of the surrender by Televisa of certain governance rights under the Issuer's organizational documents. The securities which will be beneficially owned as a result of the consummation of the Fonovisa Purchase Transaction (as described in Item 4 hereof) will be issued by the Issuer in consideration of the sale by Televisa and some of its subsidiaries of the Fonovisa Music Group (as described in Item 4 hereof). ITEM 4. Purpose of Transaction. ---------------------- On December 19, 2001, Fonovisa and the Issuer entered into a Share Purchase Agreement (the "Share Purchase Agreement") pursuant to which Fonovisa purchased 375,000 shares of the Issuer's Series B Convertible Redeemable Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"), which automatically converted into an aggregate of 10,594,500 shares of Class A Stock (the "Converted Shares") on February 25, 2002 upon the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the "HSR"). On December 19, 2001, Televisa and the Issuer entered into a Warrant Purchase Agreement (the "Warrant Purchase Agreement") pursuant to which Televisa received a warrant (the "WPA Warrant") entitling it to purchase up to 9,000,000 shares of Class A Stock in consideration of Televisa's surrender of certain governance rights under the Issuer's organizational documents. No voting rights attach to the unexercised WPA Warrant or to any unexercised portion thereof. The Warrant Purchase Agreement provided that the WPA Warrant could not be exercised prior to the expiration of the waiting period under the HSR, which occurred on February 25, 2002. On December 19, 2001, Televisa and the Issuer entered into a Letter Agreement (the "Fonovisa Purchase SPA"), whereby the parties agreed that the Issuer or certain of its affiliates would purchase from Televisa or certain of its subsidiaries all of the capital stock of Fonovisa S.A. de C.V., Fonovisa de Centroamerica S.A., Fonovisa Inc. and America Musical S.A. de C.V. (collectively, the "Fonovisa Music Group") in exchange for 6,000,000 shares of Class A Stock and a warrant (the "Fonovisa Warrant") entitling the holder thereof to purchase an additional 100,000 shares of Class A Stock (such transaction, the "Fonovisa Purchase Transaction"). No voting rights will attach to the unexercised Fonovisa Warrant or to any unexercised portion thereof. The Fonovisa Purchase Transaction is to be consummated within 10 business days after the satisfaction of the conditions to closing set forth in the Fonovisa Purchase SPA. The Issuer also agreed to issue to a Subsidiary a warrant entitling the holder thereof to purchase 2,000 shares of Class T Stock or Class A Stock (the "Replacement Warrant"). Such warrant will amend and restate the Existing Warrant. No voting rights attach to this unexercised warrant or to any unexercised portion thereof, except that for as long as it is outstanding, Televisa will have certain rights to approve dividends and other distributions under the Issuer's bylaws, subject to certain exceptions The foregoing summaries of the Share Purchase Agreement, the Warrant Purchase Agreement and the Fonovisa Purchase SPA are qualified in their entirety by reference to such agreements, which have been filed as exhibits to this Schedule 13D. Other Transactions Involving Televisa and the Issuer: - ---------------------------------------------------- On December 19, 2001, Televisa and certain of its subsidiaries entered into a series of other transactions with the Issuer, including: (a) Amending the parties' program license agreement. Among other matters, the Issuer now has an exclusive right to broadcast substantially all of Televisa's Spanish-language programming in the United States over the Univision, Galavision and Telefutura networks through December 2017, with some exceptions, whereas the Issuer previously had an exclusive first option with respect to this programming, but only in connection with the Univision and Galavision networks. In exchange for these exclusive broadcast rights, Televisa is now entitled, in addition to its existing 9% programming royalty on net time sales of the Univision and Galavision networks, to an incremental 3% programming royalty on net time sales of the Univision and Galavision networks to the extent such net time sales exceed net time sales for the year 2001, as well as a 12% programming royalty on net time sales of the Telefutura network beginning in 2003, subject to certain adjustments, including minimum annual royalties of $5,000,000 in respect of Telefutura for 2003, increasing by $2,500,000 each year to $12,500,000. (b) Other transactions. Televisa and the Issuer entered several other transactions or arrangements, including (i) an agreement to establish a joint venture to introduce Televisa's satellite and cable pay television programming into the United States and (ii) certain arrangements regarding the Issuer's stations in Puerto Rico, including an agreement to enter into certain program license agreements, subject to existing contractual agreements, as well as an option to participate in the acquisition by the Issuer of certain stations in Puerto Rico. Finally, pursuant to the Issuer's Certificate of Incorporation, Televisa has had the right to select one member of the Issuer's Board of Directors. Effective January 16, 2002, Emilio Azcarraga Jean, Chief Executive Officer of Televisa, joined the Issuer's Board of Directors as its "Vice-Chairman." Televisa has appointed Alfonso de Angoitia as Mr. Azcarraga's alternate director. Televisa and its Subsidiaries acquired the shares and warrants in connection with the transactions described herein for investment purposes. Televisa and its Subsidiaries intend to review their position in the Issuer from time to time. Depending upon future evaluations of the business prospects of the Issuer and upon other developments (including, but not limited to, general economic and business conditions, stock market conditions and Televisa and its subsidiaries' liquidity needs), Televisa may retain or seek to increase its direct or indirect holdings of Class A Stock or dispose of all or a portion of its direct or indirect holdings of Class A Stock and/or exercise all or a portion of the warrants that it holds directly or indirectly.(4) - ---------------------- (4) The exercise of any warrant described in this Schedule 13D may be restricted by ownership restrictions set forth in the Communications Act of 1934, as amended, or the rules, regulations, decisions and written policies promulgated thereunder (together, the "Communications Act"). Such restrictions may prevent the exercise of any warrants that would result in the ownership by non-U.S. citizens of more than 25% of the outstanding stock of the Issuer. Except as indicated in this Schedule 13D, none of Televisa, or to the best of Televisa's knowledge, anyone listed on Schedule 1 hereto currently has any specific plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, Televisa may develop or consider such plans or proposals in the future. ITEM 5. Interest in Securities of the Issuer.(5) ------------------------------------ (a) (i) After giving effect to each of the transactions described in Item 4, including without limitation, those contemplated by the Share Purchase Agreement, Televisa beneficially owns (directly or through the Subsidiaries) 39,289,534 shares of Class A Stock, representing (x) 16.5% of the shares of Class A Stock outstanding, calculated in accordance with Rule 13d-3(d) under the Act or (y)14.6% of the shares of Class A Stock outstanding on a fully diluted basis. Of this number, 13,593,034 are currently held as Class T Stock; 10,594,500 are currently held as shares of Class A Stock; 9,000,000 are currently represented by the WPA Warrant; 6,000,000 shares of Class A Stock will be beneficially owned upon the closing of the Fonovisa Purchase Transaction; 100,000 will be represented by the Fonovisa Warrant upon the closing of the Fonovisa Purchase Transaction; and 2,000 are held as a warrant to purchase such number of shares of Class T Stock or Class A Stock. - ----------------------- (5) In all instances in this Schedule 13D in which a percentage is give on a "fully diluted basis," such percentages are based on 269,351,339 shares of Class A Stock outstanding on a fully diluted basis, calculated by combining (a) the 210,086,975 shares of the Issuer's common stock outstanding on September 30, 2001, as reported on the Issuer's report on Form 10-Q for the period ending September 30, 2001 (the "10-Q"), (b) the 27,413,309 "dilutive" warrants of the Issuer outstanding on September 30, 2001, as reported on the 10-Q, (c) the 3,356,555 "dilutive" options of the Issuer outstanding on September 30, 2001, as reported on the 10-Q, (d) the 25,694,500 shares of Class A Stock obtained by Televisa pursuant to the transactions described in Item 4 of this Schedule 13D, and (e) the warrant entitling the holder thereof to purchase 2,800,000 shares of Class A Stock issued to Venevision Investments LLC on December 19, 2001. In all instances in this Schedule 13D in which a percentage with respect to ownership by Televisa is calculated in accordance with Rule 13d-3(d) under the Act, such percentages are based on 170,882,221 shares of Class A Stock outstanding, calculated by combining (x) the 140,694,687 shares of Class A Stock outstanding on October 17, 2001, as reported on the 10-Q and (y) the 30,187,534 shares (including those described in Note 2 hereof) of Class A Stock which Televisa beneficially owns. Calculations under Rule 13d-3(d) set forth herein disregard for all purposes warrants held by Televisa (or its Subsidiaries) exercisable for 9,102,000 shares of Class A Stock because such warrants may only be exercised to the extent that such exercise will not cause a violation under the Communications Act. (ii) In addition, any beneficial ownership of Class A Stock by any of the executive officers or directors of Televisa is set forth on Schedule 1 attached hereto. (b) (i) Televisa has the sole power, directly or indirectly, to direct the vote and the disposition of each of the shares described in clause (a)(i) of this Item 5. However, the WPA Warrant does not entitle its holder to voting rights; 6,000,000 of such shares will only be beneficially owned and carry voting rights upon the closing of the Fonovisa Purchase Transaction; the Fonovisa Warrant will only be issued upon the consummation of the Fonovisa Purchase Transaction (and such warrant will not entitle its owner to voting rights); and the Replacement Warrant does not entitle its holder to any voting rights, except as described above. (ii) In addition, those parties who have the power to direct the vote and disposition of any shares described in clause (a)(ii) of this Item 5 are set forth on Schedule 1 attached hereto. (c) Except as set forth in Item 4 hereof, none of Televisa or, to the best of Televisa's knowledge, anyone listed on Schedule 1 has engaged in any transaction in any such shares during the sixty day period immediately preceding the date hereof. (d)-(e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships -------------------------------------------------------- with Respect to Securities of the Issuer. ---------------------------------------- Except as described in this Schedule 13D, none of Televisa or, to the best of Televisa's knowledge, anyone listed on Schedule 1 attached hereto has any other contracts, arrangements, understandings or relationships with any persons with respect to any securities of the Issuer. The description of the transactions discussed in Item 4 is further described in the exhibits attached hereto, including the Share Purchase Agreement, the Warrant Purchase Agreement, the Fonovisa Purchase SPA, and the Press Release issued by the Issuer, on December 20, 2001. Such documents are incorporated herein by reference for all of the terms and conditions of such documents. ITEM 7. Material to be Filed as Exhibits. Exhibit 10.1 Credit Agreement, dated as of December 21, 2001 between Televisa, the Banks set forth therein and JPMorgan Chase Bank, as administrative agent for the Banks (incorporated herein by reference to Exhibit 10.5 of Amendment No. 1 to the Form F-4, which amendment was filed by Televisa on January 30, 2002). Exhibit 10.2 Share Purchase Agreement, dated as of December 19, 2001, by and between Fonovisa L.L.C. and the Issuer. Exhibit 10.3 Warrant Purchase Agreement, dated as of December 19, 2001, by and between Televisa and the Issuer. Exhibit 10.4 Letter Agreement, dated December 19, 2001, between Televisa and the Issuer. Exhibit 99.1 Press Release, dated December 20, 2001 (incorporated herein by reference to the Form 6-K filed by Televisa on December 20, 2001). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. GRUPO TELEVISA, S.A. By: /s/ Alfonso de Angoitia Noriega --------------------------------- Name: Alfonso de Angoitia Noriega Title: Executive Vice President and Chief Financial Officer Schedule 1 Executive Officers and Directors of Grupo Televisa, S.A. The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Grupo Televisa, S.A. is set forth below. BOARD OF DIRECTORS
- ------------------------------------------------------------------------------------------------------------------- NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION (UNLESS OTHERWISE CITIZENSHIP INDICATED, TITLES RELATE TO RELATIONSHIP WITH GRUPO TELEVISA, S.A. OR ITS AFFILIATES). - ------------------------------------------------------------------------------------------------------------------- Emilio Azcarraga Jean Chairman of the Board, President and Mexico c/o Grupo Televisa, S.A. Chief Executive Officer and President of the Grupo Televisa, S.A. Executive Committee Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Maria Asuncion Vice Chairman of the Board and Member of the Mexico Aramburuzabala Larregui Executive Committee of Grupo Modelo, S.A. de c/o Grupo Televisa, S.A. C.V. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- In alphabetical order: - ------------------------------------------------------------------------------------------------------------------- Juan Abello Gallo President of Grupo Torreal, Spain Spain c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Alfonso de Angoitia Noriega Executive Vice President - Chief Financial Mexico c/o Grupo Televisa, S.A. Officer, Secretary of the Board and Secretary Grupo Televisa, S.A. of the Executive Committee Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Julio Barba Hurtado Director of Televicentro and Legal Advisor to Mexico c/o Grupo Televisa, S.A. the President Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Jose Antonio Baston Patino(6) Corporate Vice President of Television Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - -------------------- (6) Beneficial owner of 150,000 shares of Class A Stock (currently held as options to purchase such shares) with the sole power, directly or indirectly, to direct the vote and the disposition of each of such shares. Such share ownership represents approximately .06% of the outstanding Class A Stock on a fully diluted basis and approximately .11% of the outstanding Class A Stock as calculated pursuant to Rule 13d-3(d) under the Act. - ------------------------------------------------------------------------------------------------------------------- Ana Patricia Botin O'Shea Private Investor (such activity does not refer Spain c/o Grupo Televisa, S.A. to a Grupo Televisa, S.A. position) Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Manuel Jorge Cutillas Covani(7) Director of Bacardi Limited Spain c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - -------------------- (7) Beneficial owner of 2,000 shares of Class A Stock with the sole power, directly or indirectly, to direct the vote and the disposition of each of such shares. Such share ownership represents less that .01% of the outstanding Class A Stock, calculated both on a fully diluted basis and pursuant to Rule 13d-3(d) under the Act. - ------------------------------------------------------------------------------------------------------------------- Jaime Davila Urcullu Executive Vice President Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Carlos Fernandez Gonzalez Chief Executive Officer and Vice Chairman of Mexico c/o Grupo Televisa, S.A. the Board of Grupo Modelo, S.A. de C.V. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Bernardo Gomez Martinez Deputy to the President Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Claudio X. Gonzalez Laporte Chairman of the Board and Chief Executive Mexico c/o Grupo Televisa, S.A. Officer of Kimberly-Clark de Mexico, S.A. de Grupo Televisa, S.A. C.V. and President of the Business Council Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Roberto Hernandez Ramirez Chairman of the Board and Chief Executive Mexico c/o Grupo Televisa, S.A. Officer of Banco Nacional de Mexico, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Enrique Krauze Kleinbort Chief Executive Officer of Editorial Clio Mexico c/o Grupo Televisa, S.A. Libros y Videos, S.A. de C.V. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- German Larrea Mota Velasco Chairman of the Board of Grupo Mexico, S.A. de Mexico c/o Grupo Televisa, S.A. C.V. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Gilberto Perezalonso Cifuentes Private Advisor (such activity does not refer Mexico c/o Grupo Televisa, S.A. to a Grupo Televisa, S.A. position) Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Alejandro Quintero Iniguez Corporate Vice President of Sales and Marketing Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Fernando Senderos Mestre Chief Executive Officer of DESC, S.A. de C.V. Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Enrique F. Senior Executive Vice President and Managing Director Cuba with United c/o Grupo Televisa, S.A. of Allen & Company Incorporated States residency Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Lorenzo H. Zambrano Trevino President, Chief Executive Officer and Mexico c/o Grupo Televisa, S.A. Chairman of the Board of Cemex, S.A. de C.V. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - -------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS - ------------------------------------------------------------------------------------------------------------------- NAME AND ADDRESS CURRENT POSITION CITIZENSHIP - ------------------------------------------------------------------------------------------------------------------- Emilio Azcarraga Jean Chairman of the Board, President and Mexico c/o Grupo Televisa, S.A. Chief Executive Officer and President of the Grupo Televisa, S.A. Executive Committee Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- In alphabetical order: - ------------------------------------------------------------------------------------------------------------------- Alfonso de Angoitia Noriega Executive Vice President - Chief Financial Mexico c/o Grupo Televisa, S.A. Officer Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Maximiliano Arteaga Vice President of Operations - Televisa Mexico c/o Grupo Televisa, S.A. Chapultepec Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Felix Jose Araujo Ramirez Vice President of Broadcasting and Mexico c/o Grupo Televisa, S.A. Telesistema Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Jose Antonio Baston Patino(6) Corporate Vice President of Television Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - -------------------- (6) Beneficial owner of 150,000 shares of Class A Stock (currently held as options to purchase such shares) with the sole power, directly or indirectly, to direct the vote and the disposition of each of such shares. Such share ownership represents approximately .06% of the outstanding Class A Stock on a fully diluted basis and approximately .11% of the outstanding Class A Stock as calculated pursuant to Rule 13d-3(d) under the Act. - ------------------------------------------------------------------------------------------------------------------- Jaime Davila Urcullu Executive Vice President Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Bernardo Gomez Martinez Deputy to the President Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Eduardo Michelsen Delgado Editorial Televisa -- Internacional Columbia c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Jorge Eduardo Murguia Orozco Vice President - Production Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Martin Perez Cerda Editorial Televisa - Mexico Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Alejandro Quintero Iniguez Corporate Vice President of Sales and Mexico c/o Grupo Televisa, S.A. Marketing Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Raul Rodriguez Gonzales Chief Executive Officer of Radio Spain c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Cristobal Rugama Maison Chief Executive Officer of Innova U.S.A. c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - ------------------------------------------------------------------------------------------------------------------- Pablo Vazquez Oria Chief Executive Officer of Cablevision Mexico c/o Grupo Televisa, S.A. Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000, Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF - -------------------------------------------------------------------------------------------------------------------
EXHIBIT INDEX Exhibit 10.1 Credit Agreement, dated as of December 21, 2001 between Televisa, the Banks set forth therein and JPMorgan Chase Bank, as administrative agent for the Banks (incorporated herein by reference to Exhibit 10.5 of Amendment No. 1 to the Form F-4, which amendment was filed by Televisa on January 30, 2002). Exhibit 10.2 Share Purchase Agreement, dated as of December 19, 2001, by and between Fonovisa L.L.C. and the Issuer. Exhibit 10.3 Warrant Purchase Agreement, dated as of December 19, 2001, by and between Televisa and the Issuer. Exhibit 10.4 Letter Agreement, dated December 19, 2001, between Televisa and the Issuer. Exhibit 99.1 Press Release, dated December 20, 2001 (incorporated herein by reference to the Form 6-K filed by Televisa on December 20, 2001). EX-10.1 3 exhibit_1.txt EXHIBIT 1 Pursuant to Rule 12b-32 under the Act, the Credit Agreement, dated as of December 21, 2001 between Televisa, the Banks set forth therein and JPMorgan Chase Bank, as administrative agent for the Banks is incorporated herein by reference to Exhibit 10.5 of Amendment No. 1 to the Form F-4, which amendment was filed by Televisa on January 30, 2002. EX-10.2 4 ex_4.txt EXHIBIT 2 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Fonovisa L.L.C., a Nevada limited liability company ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller"). WHEREAS, Buyer has indicated it desires to purchase shares of Seller's Series B Convertible Redeemable Preferred Stock (collectively, the "Preferred Shares"); WHEREAS, Seller is willing to sell such Preferred Shares to Buyer; NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows: 1. PURCHASE AND SALE OF STOCK. Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller, 375,000 Preferred Shares for an aggregate purchase price of U.S.$375,000,000 (the "Share Purchase Price"). Buyer shall pay the Share Purchase Price to Seller as promptly as practical but in no event later than December 26, 2001 by wire transfer to the account of Seller shown on Exhibit A. Upon receipt of the Share Purchase Price, Seller shall deliver to Buyer a certificate, registered in Buyer's name, representing the Preferred Shares. A form of share certificate for the Preferred Shares is attached hereto as Exhibit B and the Certificate of Designation regarding the Preferred Shares is attached hereto as Exhibit C (the "Certificate of Designation"). 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as follows: A. ORGANIZATION. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary corporate power and authority to execute, deliver and perform this Agreement. B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. C. NO VIOLATION. Neither the Seller nor any of its subsidiaries is (i) in violation of its charter or bylaws or (ii) in breach or default in the performance or observance of any material agreement to which it is a party or by which it is bound, except as disclosed in the Public Filings (as defined below) and except for such breaches or defaults that would not have a material adverse effect on (x) the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, or (y) Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The execution, delivery and performance of this Agreement by Seller, the conversion of the Preferred Shares and the exercise of the Warrant will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of Seller or any of its subsidiaries, (b) any law to which Seller or any of its subsidiaries is subject, which breach, default or violation would have a Material Adverse Effect or (c) any material agreement to which Seller or any of its subsidiaries is a party or is bound, which breach, default or violation would have a Material Adverse Effect. D. NO REGISTRATION. The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby, other than the conversion of the Preferred Shares, which require a filing under the HSR Act (as defined below) and could require approval from the Federal Communication Commission, will not require filing or registration with, or the issuance of any permit by, or receipt of any approval or other consent from, any person or entity. E. NO PAYMENT TRIGGERED. The execution, delivery and performance of this Agreement and the conversion of the Preferred Shares will not cause the acceleration of any payment or trigger any other right under any agreement, arrangement, commitment or understanding to which Seller is a party or by which Seller is bound. F. PUBLIC DOCUMENTS. Since December 31, 2000, Seller has filed with the U.S. Securities and Exchange Commission (the "SEC") all reports, proxy materials and registration statements required to be filed by it pursuant to the U.S. federal securities laws and has made all other filings required to be made by it with the SEC (collectively, the "Public Filings"). None of the Public Filings contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each such case as of its filing date, mailing date or effective date, as the case may be. Since the date of the filing with the SEC of Seller's most recent Form 10Q, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) any transaction entered into by Seller or its subsidiaries, other than in the ordinary course of business, that is material to Seller and its subsidiaries, taken as a whole, (C) any dividend or other obligation declared, paid or made by Seller on its capital stock or (D) any incurrence by Seller or its subsidiaries of any material liability or obligation, direct or contingent. G. FINANCIAL STATEMENTS. The consolidated financial statements included in or incorporated by reference into the Public Filings, together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Seller and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. H. OWNERSHIP. The Preferred Shares upon issuance, and the Conversion Shares (as defined below) upon issuance in accordance with the terms of this Agreement, will be duly authorized, validly issued and outstanding and fully paid and nonassessable. Except as set forth in the Public Filings, Seller has not entered into any outstanding contracts or other rights to subscribe for or purchase, or contracts or other obligations to issue or grant any rights to acquire, any capital of Seller, or to restructure or recapitalize Seller, and, to Seller's knowledge, there are no outstanding contracts to repurchase, redeem or otherwise acquire any capital stock of Seller. I. RESERVATION OF SHARES. Seller has reserved a sufficient number of shares of Class A Common Stock for issuance to Holder upon conversion of the Preferred Shares. J. LISTING ON THE NEW YORK STOCK EXCHANGE ("NYSE"). The Conversion Shares have been, or by the date of payment of the Purchase Price will be, approved for listing on the NYSE, subject only to official notice of issuance. K. USE OF PROCEEDS. Immediately following the receipt of the Share Purchase Price, Seller shall apply such purchase price to repay an equivalent amount of indebtedness outstanding under Seller's bank credit agreement dated July 18, 2001. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller as follows: A. ORGANIZATION. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of Nevada with all necessary corporate power and authority to execute, deliver and perform this Agreement. B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. C. NO VIOLATION OF LAW; AGREEMENTS. The execution, delivery and performance of this Agreement by Buyer will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (i) the charter documents or bylaws of Buyer, (ii) any law to which Buyer is subject, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, or (iii) any agreement to which Buyer is a party, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement. D. INVESTMENT INTENT. Buyer is purchasing the Preferred Shares solely for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law, and Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment represented by its purchase of such Preferred Shares. Buyer acknowledges that such Preferred Shares have not been and prior to issuance will not be registered under the Securities Act or any other securities law and may not be sold, and Buyer hereby covenants that such Preferred Shares will not be sold, in whole or in part, in the United States of America except pursuant to a registration statement effective under the Securities Act or pursuant to an exemption from registration under the Securities Act, and in compliance with all other applicable securities laws. E. ACCREDITED INVESTOR. Buyer is an accredited investor within the definition set forth in Rule 501(a) of the regulations promulgated by the SEC pursuant to the Securities Act. 4. CONTINUING COVENANTS. A. REGISTRATION RIGHTS. The parties agree and acknowledge that the Class A Shares into which the Preferred Shares are convertible (the "Conversion Shares") will be subject to the terms and conditions of the Registration Rights Agreement (the "Registration Rights Agreement") dated October 2, 1996 by and among Seller, Buyer and various other parties set forth therein. The parties further agree that for the purposes of the Registration Rights Agreement the Class A Shares will be deemed Common Stock held by the Televisa Holders. B. HSR ACT MATTERS. Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") (i) the notification and report form, if any, required for the transactions contemplated by this Agreement, including without limitation the conversion of the Preferred Shares, and (ii) any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the "HSR Act"). Seller and Buyer will use commercially reasonable efforts to take all such actions, such that the waiting period specified in the HSR Act will expire or be satisfied as soon as reasonably possible. C. RESTRICTION ON TRANSFERS. Buyer will not sell, assign, convey or otherwise transfer the Preferred Shares without the prior written consent of the Seller except in connection with an acquisition, share repurchase, redemption, merger, reorganization or similar transaction in which all of the holders of Buyer's Class A Common Stock are entitled to participate or as permitted by Section 5B below. 5. GENERAL. A. SURVIVAL. The representations, warranties and agreements in this Agreement will survive any investigation made by either party, and the execution of this Agreement. B. NO ASSIGNMENT. Neither party may assign this Agreement without the prior written consent of the other party; provided, that Buyer may assign its rights to any direct or indirect wholly-owned subsidiaries of Grupo Televisa S.A.; provided, further, that any such assignment shall not relieve Buyer of its obligations hereunder. C. BINDING EFFECT; PARTIES IN INTEREST. This Agreement is binding on and benefits only the parties and their respective permitted successors and assigns. Nothing in this Agreement gives any rights or remedies to any person other than the parties and their respective permitted successors and assigns, nor does anything in this Agreement relieve or discharge any obligation or liability of any third person to either party. No provision of this Agreement gives any third person any right of subrogation or action over or against either party to this Agreement. D. COMPLETE AGREEMENT. This Agreement, including the documents attached to this Agreement as Exhibits, is the complete and exclusive statement of agreement of the parties as to matters covered by it. It replaces and supersedes all prior written or oral agreements or statements by and among the parties with respect to the matters covered by it. No representation, statement, condition or warranty not contained in this Agreement is binding on the parties. E. AMENDMENTS; WAIVERS. Any amendment to this Agreement requires the approval of both parties. Any waiver of any right or remedy requires the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by either party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement. F. INTERPRETATION. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either party or its counsel. The parties waive any statute or rule of law to the contrary. G. ATTORNEYS' FEES AND COSTS. If any legal action or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which the prevailing party is entitled. H. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws. I. JURISDICTION; VENUE; SERVICE OF PROCESS. Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of our relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by personally delivering of a copy of such process to such party at its address specified in or pursuant to Section 5.M. Each of the parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. J. ENFORCEMENT OF AGREEMENT. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond. K. COUNTERPARTS. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts, each of which will be deemed an original and all of them will constitute one agreement. A facsimile signature page will be deemed an original signature page. L. HEADINGS. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation. M. NOTICES. Any notice required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: If to Buyer: If to Seller: Fonovisa L.L.C. Univision Communications Inc. [address] 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle Telecopier: (310) 556-3568 With copies to: With a copy to: Grupo Televisa, S.A. O'Melveny & Myers LLP Av. Vasco de Quiroga No. 2000 1999 Avenue of the Stars, Suite 700 Edificio A, Piso 4, Colonia Santa Fe Los Angeles, CA 90067 01210, Mexico, DF Attention: Kendall R. Bishop Attention: Alfonso de Angoitia Telecopier No.: (310) 246-6779 Telecopier: 011-52-55-5-261-2451 Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern Telecopier: (212) 859-8589 or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. N. FURTHER ASSURANCES. Each party will execute and deliver, both before and after the Closing, such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including the execution and delivery of such assignment and transfer documents as either party may deem necessary or desirable. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written. BUYER: FONOVISA L.L.C. By: ------------------------------- Name: Title: SELLER: UNIVISION COMMUNICATIONS INC. By: ------------------------------- Name: Title: EXHIBIT A UNIVISION COMMUNICATIONS INC. WIRE INSTRUCTIONS (UTG) Bank Name: [Redacted] Account Name: [Redacted] Bank Account #: [Redacted] ABA #: [Redacted] EXHIBIT B FORM OF PREFERRED SHARES EXHIBIT C CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK OF UNIVISION COMMUNICATIONS INC., A DELAWARE CORPORATION PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE ------------------------------- The undersigned certify that: 1. They are the duly elected and acting President and Secretary, respectively, of Univision Communications Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"). 2. Pursuant to authority given by the Corporation's Certificate of Incorporation, the Board of Directors of the Corporation has duly adopted the following recitals and resolutions: WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of shares known as Preferred Stock, issuable from time to time in one or more series; WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Certificate of Incorporation, to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such series, and to determine the designation thereof; WHEREAS, the Board of Directors of the Corporation desires, pursuant to its authority, to determine and fix the rights, preferences, privileges and restrictions of a certain series of Preferred Stock and the number of shares constituting and the designation of the series; NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Corporation hereby establishes a series of the authorized preferred stock of the Corporation, $.01 par value per share, which series will be designated as "Series B Convertible Redeemable Preferred Stock," and which will consist of 375,000 shares (the "Preferred Shares") and will have the following rights, preferences, privileges and restrictions: A. Dividends and Distributions. The holders of Preferred Shares will be entitled to participate with the holders of Common Stock with respect to any dividend declared on, or other distribution in respect of, the Common Stock in proportion to the number of shares of Common Stock issuable upon conversion of the shares of the Preferred Shares held by them, and such dividend or other distribution will be paid at the same time as the dividend on, or other distribution in respect of, the Common Stock. B. Voting. Except as otherwise provided by law, the holder(s) of Preferred Shares will have no right to vote on any matters, questions or proceedings of the Corporation. C. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution will be made to the holders of shares of Common Stock or of any other stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares unless, prior thereto, the holders of Preferred Shares will have received payment by the Corporation in an amount equal to $1,000 per share (the "Liquidation Value"). D. Transferability of Preferred Shares. No person holding Preferred Shares may transfer, and the Corporation will not register the transfer of, any Preferred Shares, whether by sale, assignment, pledge, encumbrance, gift, bequest, appointment or otherwise (a "transfer"), unless the transferee will have given the Corporation 30 days prior written notice of such transfer or, in the case of a transfer to a wholly-owned subsidiary of a holder, one day's prior written notice of such transfer. Any purported transfer in violation of the foregoing will be null and void. Certificates representing Preferred Shares will, at the option of the Corporation, bear a legend to such effect. E. Conversion. Upon the termination or expiration of any applicable waiting period under the U.S. Hart-Scott-Rodino Act of 1976 (the "HSR Act"), the Preferred Shares will automatically be converted into fully paid and nonassessable shares of the Corporation's Class A Common Stock at the rate of 28.252 shares of Class A Common Stock for each Preferred Share. The Corporation will deliver certificate(s) representing the Class A Common Stock to the holder of the Preferred Shares only upon the surrender to the Corporation or its transfer agent for the Preferred Shares of the certificate(s) representing the Preferred Shares. No fractional shares of Class A Common Stock shall be issued upon conversion of the Preferred Shares. All shares of Class A Common Stock (including fractions thereof) issuable upon conversion of the Preferred Shares by a holder shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the closing price of the Class A Common Stock on the New York Stock Exchange on the business day prior to the date of conversion. F. Redemption by the Corporation. If approval under the HSR Act is not obtained by June 30, 2002, the Corporation will, at the election of the holder of the Preferred Shares upon written notice to the Corporation (provided that such notice is received by the Corporation not later than 30 days following June 30, 2002), redeem all of the outstanding Preferred Shares within 30 days following the Corporation's receipt of any such notice of election by paying in cash for each such Preferred Share a price equal to (i) the Liquidation Value plus (ii) interest at a rate equal to the LIBOR rate on the date the payment was due plus 125 basis points (calculated on a 360-day year and the actual number of days the Preferred Shares have been outstanding). On and after such date of redemption, the holder of the Preferred Shares, upon surrender to the Corporation or its transfer agent for the Preferred Shares of the certificate(s) representing the Preferred Shares properly endorsed in blank or accompanied by a proper instrument of assignment or transfer in blank, will be entitled to receive payment of the redemption price by wire transfer. Notwithstanding the foregoing, if approval under the HSR Act is obtained after June 30, 2001 but before the date of redemption, then the Preferred Shares will automatically be converted into fully paid and nonassessable shares of the Corporation's Class A Common Stock in accordance with Section E hereof. G. Reacquired Shares. Any Preferred Shares redeemed or which will have been converted will be retired and cancelled promptly after the acquisition thereof. All such shares will upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other certificate of designation creating a series of Preferred Stock or any similar stock or as otherwise required by law. H. Anti-Dilution Provisions. In addition to the provision set forth in Section A above, if any of the following events occurs at any time prior to the conversion of the Preferred Shares into shares of Class A Common Stock, then the Preferred Shares shall be adjusted as described below: (i) Redemptions and Repurchases. If at any time there is a pro rata redemption or repurchase of the Class A Common Stock, each holder of Preferred Shares shall be entitled to participate in such redemption or repurchase in respect of such holder's Preferred Shares on the same terms and conditions and for the same consideration as would have been applicable had such holder converted such holder's Preferred Shares prior to the redemption or repurchase. (ii) Stock Subdivisions or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the number of shares of Common Stock into which each Preferred Share is convertible will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the number of shares of Common Stock into which each Preferred Share is convertible will be reduced proportionately. Each adjustment to the number of shares of Common Stock into which each Preferred Share is convertible shall be effective on the record date, or if there is no record date the effective date for such subdivision or consolidation. (iii) Consolidation, Merger or Sale of Assets. If the Corporation shall at any time (a) consolidate with or merge into another corporation or (b) merge with another corporation and be the surviving corporation in such merger, and in connection therewith all or part of the Class T Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the holders of the Preferred Shares will thereafter receive, subject only to the termination or expiration of any applicable waiting period under the HSR Act, the securities, cash or other property that such holders would have received upon such consolidation or merger had such holders converted the entirety of their outstanding Preferred Shares into shares of Common Stock prior to such consolidation or merger, and the Corporation shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon conversion of such Preferred Shares. A sale of all or substantially all the assets of the Corporation for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section H(ii) similarly shall apply to successive mergers or consolidations or sales or other transfers. (iv) Notices. When any adjustments are required to be made under this Section H, the Corporation shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof, and (iii) cause a copy of such statement to be mailed to each holder of the Preferred Shares. (v) Computations and Adjustments. Upon each computation of an adjustment under this Section H, the number of Common Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments. RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized and empowered on behalf of the Corporation to execute, verify and file a certificate of designation of preferences in accordance with Delaware law. 3. The authorized number of shares of Preferred Stock of the Corporation is 10,000,000 shares, and the number of shares constituting Convertible Redeemable Preferred Stock is 375,000 (including the Series B Convertible Preferred Stock). IN WITNESS WHEREOF, the undersigned have executed this Certificate of Designation as of December __, 2001. ----------------------------------- , President ----------- ----------------------------------- , Secretary ----------- VERIFICATION The undersigned, , the President and Secretary, respectively, of Univision Communications Inc., a Delaware corporation, each declares under penalty of perjury that the matters set out in the foregoing Certificate of Designation are true of their own knowledge. Executed at Los Angeles, California, on December __, 2001. ----------------------------------- , President ----------- ----------------------------------- , Secretary ----------- EX-10.3 5 ex_2.txt EXHIBIT 3 WARRANT PURCHASE AGREEMENT This Warrant Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Grupo Televisa, S.A., a corporation organized under the laws of Mexico ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller"). WHEREAS, Buyer has indicated it desires to purchase a Warrant (the "Warrant") to purchase shares of Seller's Class A Common Stock (the "Class A Shares"); WHEREAS, Seller is willing to sell such Warrant to Buyer; NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows: 1. PURCHASE AND SALE OF STOCK. In consideration of the surrender by Buyer of certain governance rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller the Warrant to purchase an aggregate of 9,000,000 Class A Shares (collectively, the "Warrant Shares"). A form of the Warrant is attached hereto as Exhibit A. 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer as follows: A. ORGANIZATION. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary corporate power and authority to execute, deliver and perform this Agreement. B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. C. NO VIOLATION. Neither the Seller nor any of its subsidiaries is (i) in violation of its charter or bylaws or (ii) in breach or default in the performance or observance of any material agreement to which it is a party or by which it is bound, except as disclosed in the Public Filings (as defined below) and except for such breaches or defaults that would not have a material adverse effect on (x) the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, or (y) Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The execution, delivery and performance of this Agreement by Seller, the conversion of the Preferred Shares and the exercise of the Warrant will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of Seller or any of its subsidiaries, (b) any law to which Seller or any of its subsidiaries is subject, which breach, default or violation would have a Material Adverse Effect or (c) any material agreement to which Seller or any of its subsidiaries is a party or is bound, which breach, default or violation would have a Material Adverse Effect. D. NO REGISTRATION. The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby, other than the exercise of the Warrant, which require a filing under the HSR Act (as defined below) and could require approval from the Federal Communication Commission, will not require filing or registration with, or the issuance of any permit by, or receipt of any approval or other consent from, any person or entity. E. PUBLIC DOCUMENTS. Since December 31, 2000, Seller has filed with the U.S. Securities and Exchange Commission (the "SEC") all reports, proxy materials and registration statements required to be filed by it pursuant to the U.S. federal securities laws and has made all other filings required to be made by it with the SEC (collectively, the "Public Filings"). None of the Public Filings contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each such case as of its filing date, mailing date or effective date, as the case may be. Since the date of the filing with the SEC of Seller's most recent Form 10Q, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) any transaction entered into by Seller or its subsidiaries, other than in the ordinary course of business, that is material to Seller and its subsidiaries, taken as a whole, (C) any dividend or other obligation declared, paid or made by Seller on its capital stock or (D) any incurrence by Seller or its subsidiaries of any material liability or obligation, direct or contingent. F. FINANCIAL STATEMENTS. The consolidated financial statements included in or incorporated by reference into the Public Filings, together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Seller and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. G. OWNERSHIP. The Warrant upon issuance, and the Warrant Shares upon issuance in accordance with the terms of the Warrant, will be duly authorized, validly issued and outstanding and fully paid and nonassessable. Except as set forth in the Public Filings, Seller has not entered into any outstanding contracts or other rights to subscribe for or purchase, or contracts or other obligations to issue or grant any rights to acquire, any capital of Seller, or to restructure or recapitalize Seller, and, to Seller's knowledge, there are no outstanding contracts to repurchase, redeem or otherwise acquire any capital stock of Seller. H. RESERVATION OF SHARES. Seller has reserved a sufficient number of shares of Class A Common Stock for issuance to Holder upon exercise in full of the Warrant. I. LISTING ON THE NEW YORK STOCK EXCHANGE ("NYSE"). The Warrant Shares have been, or by December 31, 2001 will be, approved for listing on the NYSE, subject only to official notice of issuance. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller as follows: A. ORGANIZATION. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of Nevada with all necessary corporate power and authority to execute, deliver and perform this Agreement. B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally. C. NO VIOLATION OF LAW; AGREEMENTS. The execution, delivery and performance of this Agreement by Buyer will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (i) the charter documents or bylaws of Buyer, (ii) any law to which Buyer is subject, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, or (iii) any agreement to which Buyer is a party, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement. D. INVESTMENT INTENT. Buyer is purchasing the Warrant and if Buyer exercises the Warrant, the Warrant Shares, solely for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law, and Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment represented by its purchase of the Warrant and the Warrant Shares. Buyer acknowledges that the Warrant and the Warrant Shares have not been and prior to issuance will not be registered under the Securities Act or any other securities law and may not be sold, and Buyer hereby covenants that the Warrant and the Warrant Shares will not be sold, in whole or in part, in the United States of America except pursuant to a registration statement effective under the Securities Act or pursuant to an exemption from registration under the Securities Act, and in compliance with all other applicable securities laws. E. ACCREDITED INVESTOR. Buyer is an accredited investor within the definition set forth in Rule 501(a) of the regulations promulgated by the SEC pursuant to the Securities Act. 4. CONTINUING COVENANTS. A. REGISTRATION RIGHTS. The parties agree and acknowledge that the Class A Shares which are issuable upon exercise of the Warrant will be subject to the terms and conditions of the Registration Rights Agreement (the "Registration Rights Agreement") dated October 2, 1996 by and among Seller, Buyer and various other parties set forth therein. The parties further agree that for the purposes of the Registration Rights Agreement the Class A Shares will be deemed Common Stock held by the Televisa Holders. B. HSR ACT MATTERS. Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") (i) the notification and report form, if any, required for the transactions contemplated by this Agreement, including without limitation any exercise by Buyer of the Warrant, and (ii) any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the "HSR Act"). Seller and Buyer will use commercially reasonable efforts to take all such actions, such that the waiting period specified in the HSR Act will expire or be satisfied as soon as reasonably possible. Prior to such expiration or satisfaction, Buyer agrees not to exercise the Warrant in whole or in part. 5. GENERAL. A. SURVIVAL. The representations, warranties and agreements in this Agreement will survive any investigation made by either party, and the execution of this Agreement. B. NO ASSIGNMENT. Neither party may assign this Agreement without the prior written consent of the other party; provided, that Buyer may assign its rights to any direct or indirect wholly-owned subsidiaries of Grupo Televisa S.A. C. BINDING EFFECT; PARTIES IN INTEREST. This Agreement is binding on and benefits only the parties and their respective permitted successors and assigns. Nothing in this Agreement gives any rights or remedies to any person other than the parties and their respective permitted successors and assigns, nor does anything in this Agreement relieve or discharge any obligation or liability of any third person to either party. No provision of this Agreement gives any third person any right of subrogation or action over or against either party to this Agreement. D. COMPLETE AGREEMENT. This Agreement, including the documents attached to this Agreement as Exhibits, is the complete and exclusive statement of agreement of the parties as to matters covered by it. It replaces and supersedes all prior written or oral agreements or statements by and among the parties with respect to the matters covered by it. No representation, statement, condition or warranty not contained in this Agreement is binding on the parties. E. AMENDMENTS; WAIVERS. Any amendment to this Agreement requires the approval of both parties. Any waiver of any right or remedy requires the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by either party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement. F. INTERPRETATION. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either party or its counsel. The parties waive any statute or rule of law to the contrary. G. ATTORNEYS' FEES AND COSTS. If any legal action or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which the prevailing party is entitled. H. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws. I. JURISDICTION; VENUE; SERVICE OF PROCESS. Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of our relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by personally delivering of a copy of such process to such party at its address specified in or pursuant to Section 5.M. Each of the parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. J. ENFORCEMENT OF AGREEMENT. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond. K. COUNTERPARTS. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts, each of which will be deemed an original and all of them will constitute one agreement. A facsimile signature page will be deemed an original signature page. L. HEADINGS. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation. M. NOTICES. Any notice required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: If to Buyer: If to Seller: Grupo Televisa, S.A. Univision Communications Inc. Av. Vasco de Quiroga No. 2000 1999 Avenue of the Stars, Suite 3050 Edificio A, Piso 4, Colonia Santa Fe Los Angeles, California 90067 01210, Mexico, DF Attn: C. Douglas Kranwinkle Attention: Alfonso de Angoitia Telecopier: (310) 556-3568 Telecopier: 011-52-55-5-261-2451 With a copy to: Fried, Frank, Harris, Shriver & Jacobson O'Melveny & Myers LLP One New York Plaza 1999 Avenue of the Stars, Suite 700 New York, New York 10004 Los Angeles, CA 90067 Attention: Joseph Stern Attention: Kendall R. Bishop Telecopier: (212) 859-8586 Telecopier No.: (310) 246-6779 or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. N. FURTHER ASSURANCES. Each party will execute and deliver, both before and after the Closing, such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including the execution and delivery of such assignment and transfer documents as either party may deem necessary or desirable. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written. BUYER: GRUPO TELEVISA, S.A. By: ------------------------------- Name: Title: SELLER: UNIVISION COMMUNICATIONS INC. By: ------------------------------- Name: Title: EXHIBIT A THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. WARRANT TO PURCHASE COMMON STOCK OF UNIVISION COMMUNICATIONS INC., A DELAWARE CORPORATION THIS IS TO CERTIFY THAT: [ ], or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 9,000,000 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant"). SECTION 1. CERTAIN DEFINITIONS. As used in this Warrant, unless the context otherwise requires: "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California. "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share. "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share. "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share. "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share. "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock. "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder. "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4. "Expiration Date" means December 17, 2017. "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange. "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof or a governmental body. "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time. "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant. SECTION 2. EXERCISE OF WARRANT. ------------------- 2.1 Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met: (a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation; (b) the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and (c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company. 2.2 Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price. 2.3 Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2. 2.4 Class of Shares Issued. The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant. 2.5 Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect. SECTION 3. TRANSFER OF WARRANT. ------------------- 3.1 Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof. 3.2 Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued. SECTION 4. ADJUSTMENT OF WARRANT SHARES; ANTI-DILUTION PROVISIONS. ------------------------------------------------------ If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below: 4.1 Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class T Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class T Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class T Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2). 4.2 Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder, will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder, will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation. 4.3 Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers. 4.4 Dividends. (a) If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution. (b) If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a cash dividend as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a cash dividend as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder shall receive on a current basis any such cash dividend as if the Warrant Shares remaining to be purchased hereunder were outstanding. (c) If the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a cash dividend as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a cash dividend as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property so distributed on each Class A Share. The Company shall pay a cash dividend in the manner specified in Section 4.4(b) equal to such cash amount. 4.5 Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder. 4.6 Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments. SECTION 5. SECURITIES LAWS. The Holder of this Warrant, by --------------- acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws. SECTION 6. NO VOTING RIGHTS. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. SECTION 7. RESERVATION OF WARRANT SHARES. The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable. SECTION 8. LOSS, DESTRUCTION OF WARRANT. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock. SECTION 9. MISCELLANEOUS PROVISIONS. ------------------------ 9.1 Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants. 9.2 Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 9.3 Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows: (i) If to the Company: 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle, Esq. Telecopier: (310) 556-3568 with a copy to: O'Melveny & Myers 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop, Esq. Telecopier: (310) 246-6780 (ii) If to the Holder: [ ] c/o Joseph Stern Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Telecopier: (212) 859-8586 or to such other addresses as may be specified by like notice to the other parties. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President. Dated: UNIVISION COMMUNICATIONS INC. By: ---------------------------------- Name: Title: EXHIBIT A CASHLESS EXERCISE FORM The undersigned Holder exercises the right to purchase _________ Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in SECTION 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below. Date: ---------------------- HOLDER By: ------------------------ Its: ------------------------ Name to appear on the stock certificate: --------------------------- (Please Print) Address: --------------------------- Employer Identification Number, Social --------------------------- Security Number or other identifying number: ----------------- If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows: Name: --------------------------- (Please Print) Address: --------------------------- Employer Identification Number, Social --------------------------- Security Number or other identifying number: ----------------- Calculation of Cashless Exercise: A = Current Market Price:--------------- B = Exercise Price:--------------------- X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged: ---------- A - B ( ) ------ 1 x = X ( ) ------------------ --------- A ( ) --------------- Total number of Warrant Shares issuable: ------------------------------------- Total number of Warrant Shares to be issued: --------------------------------- EX-10.4 6 jsexh4_univision.txt EXHIBIT 4 Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 December 19, 2001 CONFIDENTIAL Grupo Televisa S.A. Av. Vasco de Quiroga No. 2000 Colonia Santa Fe 01210 Mexico, D.F. Mexico Attention: Mr. Jaime Davila Re: Acquisition of Fonovisa Music Group Gentlemen: This letter agreement (this "Letter Agreement") sets forth the understanding and agreement between Univision Communications Inc. ("Buyer") and Grupo Televisa S.A. ("Seller"), pursuant to which Buyer has agreed to purchase (directly or through a wholly-owned subsidiary of Buyer, at Buyer's option), and Seller has agreed to cause certain of its direct and indirect subsidiaries to sell, all of the stock of certain indirect subsidiaries of Seller, all subject to the terms and conditions set forth herein (the "Transactions"). The parties agree that this Letter Agreement is legally binding, and that the consummation of the transactions contemplated herein shall be subject only to the conditions expressly set forth in this Letter Agreement. The parties hereto hereby agree as follows: 1. PURCHASE AND SALE. Subject to the terms and conditions of this Letter Agreement, at the Closing Seller shall cause certain of its direct and indirect subsidiaries to sell and transfer to Buyer, and Buyer shall purchase from such subsidiaries of Seller, all of the capital stock (the "Stock") of Fonovisa S.A. de C.V., a Mexican Corporation, Fonovisa de Centroamerica S.A., a Costa Rican Corporation, Fonovisa Inc., a Delaware Corporation, and America Musical S.A., a Mexican Corporation (each a "Company" and collectively, the "Companies"). 2. PURCHASE PRICE; ALLOCATION. (a) The aggregate purchase price for the Stock (the "Purchase Price") shall be 6,000,000 shares of Buyer's Class A Common Stock (the "Class A Shares") and 100,000 warrants to purchase Class A Common Stock on the terms set forth in the form of warrant attached hereto as Exhibit A (the "Warrants"). (b) Ninety percent (90%) of the Class A Shares and of the Warrants shall be allocated to the stock of Fonovisa, Inc. and the remainder shall be allocated to the stock of the other Companies proportionately, based upon their relative revenues. 3. CLOSING. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof, the closing of the purchase and sale of the Stock (the "Closing") shall occur at the offices of Buyer's counsel at 1999 Avenue of the Stars, Suite 700, Los Angeles, California on the tenth (10th) business day following the satisfaction of the condition set forth in Section 4(a)(i), or at such other time and place as the parties mutually agree in writing (the date on which the Closing shall occur, the "Closing Date"). (b) At the Closing, Seller shall cause its subsidiaries to sell, assign and transfer to Buyer, and Buyer shall purchase from such subsidiaries of Seller, all of such subsidiaries' right, title and interest in and to the Stock, and Buyer shall issue to Seller (or such wholly-owned subsidiaries of Seller as it shall designate) one or more certificates representing the Class A Shares and the Warrants. 4. CLOSING CONDITIONS. (a) Conditions to Obligations of Each Party. The respective obligation of each party to effect the Closing shall be subject to: (i) the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"), having expired or having been terminated; and (ii) no injunction shall be in effect preventing the Transaction and no legal proceeding shall be pending opposing the Transaction, which in the reasonable judgment of a party would expose it to material liability if the Transaction were consummated. (b) Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions: (i) the representations and warranties of Seller contained in the Long-form Agreement (as defined below) shall be true and correct as of the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not be reasonably expected to have, in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Companies, taken as a whole (a "Seller Material Adverse Effect"); provided that a Seller Material Adverse Effect shall exclude any adverse effect arising out of or relating to (A) any change in law, rule or regulation or generally accepted accounting principles or interpretation thereof; (B) the pendency or announcement of the execution of this Letter Agreement or the Transaction; (C) changes in general economic or political conditions; or (D) changes in the music industry generally; (ii) there shall not have been a Seller Material Adverse Effect since the date of this Letter Agreement; (iii) Seller shall have performed in all material respects all of its obligations provided for in the Long-form Agreement on or prior to the Closing Date; (iv) Seller shall have entered into a three year customary covenant not to compete, including no solicitations of employees of the Companies (other than Guillermo Santiso) or of the other record operations of Buyer; (v) at the Closing the Companies and their subsidiaries will have working capital computed in accordance with U.S. GAAP, but excluding cash, current and deferred taxes and deferred revenue, of at least US $42 million; (vi) at the Closing the Companies will have cash in an aggregate amount equal to the deferred revenues of the Companies on the Closing Date; and (vii) there shall be no payola or similar investigation or proceeding pending or threatened against any Company. (c) Conditions to Obligations of Seller. The obligation of Seller to effect the Closing shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions: (i) the representations and warranties of Buyer contained in the Long-form Agreement shall be true and correct as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct would not be reasonably expected to have a material adverse effect on Buyer's ability to perform its obligations hereunder; (ii) Buyer shall have performed in all material respects all of its obligations contemplated in the Long-form Agreement on or prior to the Closing Date; and (iii) there shall not have been since the date of this Letter Agreement, a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of Buyer and its subsidiaries taken as a whole (a "Buyer Material Adverse Effect"); provided that a Buyer Material Adverse Effect shall exclude any adverse effect arising out of or relating to (A) any change in law, rule or regulation or generally accepted accounting principles or interpretation thereof; (B) the pendency or announcement of the execution of this Letter Agreement or the Transaction; (C) changes in general economic or political conditions; or (D) changes in the music and television industry generally. 5. LONG-FORM AGREEMENT. The parties shall use their commercially reasonable efforts promptly to negotiate and to enter into a Long-form agreement (the "Long-form Agreement") incorporating the terms and conditions set forth herein. Notwithstanding the foregoing, the parties expressly acknowledge and agree that this Letter Agreement shall constitute a binding agreement between them subject only to the conditions set forth herein and others customary for transactions of this type. If such Long-form Agreement is not executed and delivered on or prior to January 15, 2002, then (a) this Letter Agreement shall constitute such Long-form Agreement, (b) the parties shall promptly proceed to the Closing and to consummate the transactions contemplated hereunder and the obligations of the parties shall be governed by this Letter Agreement, and (c) all references herein to the Long-form Agreement shall be deemed references to this Letter Agreement. This Letter Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter, except to the extent otherwise provided herein. 6. REPRESENTATIONS AND WARRANTIES. (a) Seller. Subject to matters pertaining to the Companies of which either Andrew Hobson or Douglas Kranwinkle has actual knowledge, Seller makes the following representations and warranties in such form as is customary for similar music company transactions: (i) organization, qualification, capitalization, authorization, enforceability and lack of conflicts or acceleration; (ii) all personal property in good operating condition, reasonable wear and tear excepted; (iii) good and marketable title to all personal property without encumbrances; (iv) no ownership of real property; leases in full force and effect; (v) environmental matters; (vi) inventory saleable in the ordinary course of business subject to ordinary course obsolescence; (vii) on the Closing Date, the Companies shall have no liabilities, other than current liabilities included in the calculation of working capital pursuant to Section 4(b)(v) and executory obligations under the contracts to which one or more of the Companies is a party as of the Closing Date; (viii) employment matters, including that Companies have no employment contracts except as shown on Exhibit B (which sets forth names, terms, compensations, and other benefits); (ix) Seller reasonably believes that the combined EBITDA of the Companies and their subsidiaries for the year ended December 31, 2001 will be at least US $10.3 million; EBITDA shall be calculated in same manner as financial statements previously delivered to Buyer; (x) no union contracts; (xi) no employee benefit plans except for those listed on Exhibit C; full compliance with ERISA; plans can be terminated without liability; and no multi-employer plans; (xii) copyright and trademark representation re: ownership, exclusive right to use; no infringement of others; (xiii) all taxes (income, sales, employees, withholding, etc.) owed for periods prior to Closing have been or will be paid by Seller; all tax returns due prior to Closing have been or will be filed; (xiv) Exhibit D lists the top 25 artist contracts or artists subject to license arrangements or for whom the Companies have catalogue rights (by revenue in the United States for the period from January 1, 2001 through November 30, 2001) including (A) whether contract is in its initial or an option period, (B) number of option periods still available and length of each period, (C) number of long playing records delivered to date, (D) number of long playing records remaining and (E) status of next-to-be-delivered long playing record; (xv) with respect to the top ten artists covered by the artist contracts or license arrangements referred to in clause (xiv), there are at least two long playing records (including compilation or concept albums) remaining under seven of the contracts or license arrangements. With respect to the other 13 artists covered by artist contracts or license arrangements referred to in clause (xiv), there are at least two long playing records (including compilation or concept albums) available under 10 of the contracts and those that have less than two represented less than 5% of US revenues of the Companies in 2000 and 2001 to date; (xvi) no written or oral indication from any of the top 25 artists (i.e. those subject to the top 25 artist contracts) whose contract expires in one year or less from the date hereof or who is obligated to deliver to one of the Companies less than two long playing records (or their representatives) that he/she does not intend to renegotiate his or her contract upon termination or intends to negotiate in a manner that would be materially less favorable to the Companies; (xvii) no advances made under any artist contract can be recouped by virtue of payments made other than by or on behalf of the Companies; (xviii) no payola liability or investigation or other proceeding pending or threatened against any Company; (xix) the Companies own or control all right, title and interest in each recording and composition it has made or acquired, it being understood and agreed that none of the Companies own the "masters" in respect of long playing records by artists subject to license; catalogues to be furnished to Buyer and represented; (xx) combined and combining financial statements of the Companies and their subsidiaries for the past three years and the nine month periods in 2000 and 2001; (xxi) no Seller Material Adverse Effect since September 30, 2001; (xxii) material contacts; none contain change of control language other than that of Marco Antonio Solis; (xxiii) compliance with law; (xxiv) no subsidiaries other than Fonomusic Inc., Fonovisa Argentina, S.A. and Fonohits Music, Inc.; no joint ventures or investment in other entities; all recording and music publishing, administration, and distribution business of Seller and its affiliates, other than Editura San Angel, are conducted by the Companies; Fonovisa LLC does not conduct any business and is only a holding company; (xxv) no intercompany agreements or liabilities between the Companies and Seller or its affiliates (other than the Companies) that will continue in effect after the Closing Date; (xxvi) no registration of the Stock required; (xxvii) investment intent and accredited investor; (xxviii) insurance; and (xxix) no brokers or finders, other than Allen & Co. (b) Buyer. Buyer makes the following representations and warranties in such form as is customary for similar music company transactions: (i) organization, qualification, capitalization, authorization, enforceability and lack of conflicts; (ii) Class A Shares to be duly authorized, validly issued and fully-paid and non-assessable and subject to the Registration Rights Agreement between Buyer, Seller and other parties dated as of October 2, 1996; (iii) public documents duly filed; no material misstatements or omissions; (iv) financial statements in public documents; (v) no Buyer Material Adverse Effect since September 30, 2001; (vi) listing of Class A Shares on New York Stock Exchange; and (vii) no brokers or finders, other than UBS Warburg. (c) Inclusion in Long-form Agreement. The Long-form Agreement shall contain the representations and warranties from Seller and Buyer referred to above and others that are customary in a transaction of this type and size and will be negotiated in good faith (each of which representations and warranties shall be subject to customary materiality and other customary exceptions). Seller and Buyer acknowledge and agree that if the Long-form Agreement is not executed, this Letter Agreement shall be deemed to contain the representations and warranties from the respective parties referred to above in such form as is customary for similar music company transactions, each of which shall be deemed to be subject to materiality and other customary exceptions. 7. PRE-CLOSING FILING. HSR. As promptly as practicable and no later than January 11, 2002, Seller and Buyer shall complete any filing that may be required pursuant to the HSR Act. Seller and Buyer shall diligently take, or fully cooperate in the taking of, all necessary and proper steps, and provide any additional information reasonably requested in order to comply with, the requirements of the HSR Act. 8. COVENANTS. (a) Affirmative and Negative Covenants. Seller agrees that from the date hereof through the earlier of the Closing or the termination of this Letter Agreement, unless otherwise agreed to by Buyer in writing (such agreement not to be unreasonably withheld or delayed), Seller shall cause the Companies: (i) to be operated in the ordinary course of business consistent with past practice. In furtherance of the foregoing, no Company shall enter into any contractual commitment (including license agreements) involving payments in excess of US $200,000 individually or US $1,000,000 collectively, or amend any existing contract involving payments or receipts of more than $200,000; provided that the Companies shall be permitted to enter into an artist contract with Rogilio Martinez that replaces his license arrangements, the initial consideration for which shall not exceed $500,000; (ii) to use good faith efforts to maintain and preserve their assets and insurance policies; and (iii) not to enter into distribution agreements which cannot be terminated by the Companies without penalty on 180 days notice or less. (b) Access to Information. Seller will afford Buyer and its advisors reasonable access during business hours to the offices, properties, other facilities, books and records relating to the business of the Companies and to those officers, employees, agents, accountants, counsel and representatives of Seller and the Companies who have knowledge relating to its business. (c) Cooperation. Buyer and Seller will cooperate with each other to the fullest extent in preparing the Long-form Agreement and any related agreements and other necessary documentation as soon as possible, obtaining all necessary consents from third parties and complying with all regulatory requirements. (d) Confidentiality. Except as required by law, neither party will disclose the contents of this letter or the fact that discussions are taking place or have taken place concerning the Transaction, or any of the terms, conditions or other facts with respect to the Transaction to any individual or entity, other than such party's employees, parent company and majority-owned subsidiaries, agents and representatives (such as attorneys, accountants or consultants) who both have (i) a need to know; and (ii) who expressly agree to abide by these nondisclosure restrictions; provided that the receiving party will remain primarily liable for breach by any such person or entity. In addition, each party shall (and shall cause its representatives to) keep confidential any information provided to it by the other party in connection with the Transactions. The obligations set forth in the immediately preceding sentence shall survive the termination of this Letter Agreement. 9. INDEMNIFICATION. (a) Indemnification by Seller. From and after the Closing Date, Seller shall indemnify Buyer from and against all losses incurred by Buyer resulting from (i) any misrepresentation or breach of the representations and warranties of Seller contained herein; and (ii) any breach by Seller of any covenants of Seller contained herein. Seller shall not be liable to Buyer in respect of any indemnification under clause (i) (other than indemnification with respect to breaches of clause (vii) of Section 6(a) for which Seller shall be liable from the first dollar) except to the extent that the aggregate amount of losses of Buyer exceeds five million dollars (US$5,000,000), in which case Seller shall be liable for all such losses in excess thereof. The maximum aggregate liability of Seller to Buyer and any third parties for any and all losses shall not exceed an amount equal to two hundred million dollars (US$200,000,000) (the "Cap"). No claim for indemnification may be made hereunder by Buyer at any time after such date that is twenty-four (24) months after the date of the Closing; provided that claims for breaches relating to taxes and environmental matters may be made at any time up to the expiration of the relevant statute of limitations for taxes and five years for environmental. The Long-form Agreement will contain a separate customary provision relating to tax indemnities and the procedures relating thereto. Notwithstanding any other provision of this Letter Agreement herein or in the Long-form Agreement to the contrary, Buyer acknowledges and agrees that the (i) the indemnification provisions set forth herein shall be the sole and exclusive remedy available to Buyer for any breach by Seller of this Letter Agreement or the Long-form Agreement, and (ii) maximum aggregate liability of Seller shall not exceed the Cap, regardless of whether Buyer seeks indemnification pursuant to this Letter Agreement or otherwise the regardless of the form of action, whether in contract or tort. (b) Indemnification by Buyer. From and after the Closing Date, Buyer shall indemnify Seller from and against all losses incurred by Seller resulting from: (i) any misrepresentation or breach of the representations and warranties of Buyer contained herein; or (ii) any breach by Buyer of any covenants of Buyer contained herein. Buyer shall not be liable to Seller in respect of any indemnification under clause (i) except to the extent that the aggregate amount of losses of Seller exceeds five million dollars (US$5,000,000), in which case Buyer shall be liable for all such losses in excess thereof. The maximum aggregate liability of Buyer to Seller and any third parties for any and all losses shall not exceed an amount equal to two hundred million dollars (US$200,000,000). No claim for indemnification may be made hereunder by Seller at any time after such date that is twenty-four (24) months after the date of the Closing. 10. TRANSACTION EXPENSES. Buyer and Seller will each bear their own expenses incurred in connection with the negotiation and preparation of this Letter Agreement, the Long-form Agreement and the related documents and the consummation of the transactions contemplated hereby. 11. EXCLUSIVE DEALING. During the period from the date hereof until the earlier to occur of the termination of this Letter Agreement or the execution of the Long-form Agreement (i) Seller will not, and will cause its officers, directors and agents (collectively, "Representatives") not to, directly or indirectly participate in any negotiations or solicit, knowingly initiate, accept or knowingly encourage submission of inquiries, proposals or offers from any potential buyer relating to the disposition of the underlying assets (or any material part thereof) or of the stock of any of the Companies with any entity other than Buyer or its affiliates and (ii) neither Buyer nor Seller shall enter into any agreement or take any action that by its terms or effect could reasonably be expected to have a material adverse effect on the ability of the parties hereto to consummate the Acquisition. Seller will promptly notify Buyer of any unsolicited inquiry, proposal or offer from any potential buyer of which Seller or its Representatives have knowledge relating to the stock of the stock of any of the Companies or the underlying assets (or any material part thereof) of the stock of any of the Companies and will refrain from engaging in negotiations or providing any information in response to such inquiry, proposal or offer. 12. PUBLIC ANNOUNCEMENTS. Buyer and Seller will consult with each other before issuing any press release or otherwise making any public statements with respect to the transactions contemplated hereby and will not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or by obligations pursuant to any listing agreement with any national securities exchange. 13. TERMINATION. (a) The parties' obligations under this Letter Agreement may be terminated prior to the Closing as follows: (i) by the mutual agreement of the parties; or (ii) by Buyer, upon a breach of any representation, warranty covenant or agreement of Seller set forth in this Letter Agreement, in either case such that the conditions set forth in Section 4(b) would not be satisfied as a result of such breach; provided, that such breach has not been cured by Seller within ten (10) business days after Seller receives written notice of such breach from Buyer; (iii) by Seller, upon breach of any representation, warranty covenant or agreement of Buyer set forth in this Letter Agreement, in either case such that the conditions set forth in Section 4(c) would not be satisfied as a result of such breach; provided, that such breach has not been cured by Buyer within ten (10) business days after Buyer receives written notice of such breach from Seller; or (iv) by either party on or after June 18, 2002 if the Closing has not occurred by that date. (b) In the event of the termination of this Letter Agreement pursuant to Section 13(a), this Letter Agreement shall forthwith become void, there shall be no liability on the part of Buyer or Seller and all rights and obligations of any party hereto (other than the confidentiality obligations set forth in the second sentence of Section 8(d)) shall cease, except that nothing herein shall relieve any party for any willful breach of this Letter Agreement. 14. AMENDMENT. Any amendment, supplement, modification or waiver of or to any provision of this Letter Agreement will be effective only if it is made in writing signed by Buyer and Seller and only in the specific instance and for the specific purpose for which made or given. 15. NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified mail to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the parties hereto: (a) If to Buyer: Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attention: C. Douglas Kranwinkle Telecopier No: (310) 556-3568 With a copy to: O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, CA 90067 Attention: Kendall R. Bishop Telecopier No: (310) 246-6779 (b) If to Seller Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier No: 011-52-55-5-261-2451 With a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern Telecopier: (212) 859-8586 16. COUNTERPARTS. This Letter may be executed in two or more counterparts, each of which will be deemed to be an original but all of which will constitute one and the same agreement. 17. GOVERNING LAW. This Letter Agreement is, and the Long-form Agreement will be, governed by the construed in accordance with the laws of the State of California, without giving effect to the conflicts of law principles thereof. [The remainder of this page intentionally left blank.] * * * * * * * If the foregoing is set forth over mutual agreement and understanding, please execute below. Very truly yours, UNIVISION COMMUNICATIONS INC. BY: ----------------------------------- ACCEPTED, AGREED TO AND ACKNOWLEDGED This _____ day of December, 2001 GRUPO TELEVISA S.A. By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EX-99.1 7 exh_5.txt EXHIBIT 5 - PRESS RELEASE Pursuant to Rule 12b-32 under the Act, the Press Release, dated December 20, 2001 is incorporated herein by reference to the Form 6-K filed by Televisa on December 20, 2001. -----END PRIVACY-ENHANCED MESSAGE-----