The obligations of the First-Lien Lenders and each Issuing Bank to extend credit to the Borrowers, and the agreement of the Hedge Creditors to enter into and maintain The future agree) to enter into Hedging Obligations with one or more Loan Parties. The Hedge Creditors have agreed (or may in Having the meaning given or ascribed to it in Article I) have agreed to extend credit to the Borrowers, in each case pursuant to, and upon the terms and conditions specified in, the Credit Agreement. The First-Lien Lenders and each Issuing Bank (such term and each other capitalized term used but not defined in this preliminary statement Otherwise modified from time to time, the Credit Agreement), among the Borrowers, the lenders from time to time party thereto (the Lenders) and Deutsche Bank AG New York Branch, as administrative agent (in suchĬapacity, the Administrative Agent), the First-Lien Collateral Agent and Deutsche Bank AG New York Branch, as second-lien collateral agent (in such capacity, the Second-Lien Collateral Agent). Reference is made to the Credit Agreement dated as of March 29, 2007 (as amended, restated, amended and restated, supplemented or The Borrowers and each, a Borrower), the subsidiaries of the US Borrower from time to time party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the (the Company), UNIVISION OF PUERTO RICO INC., a Delaware corporation ( Subsidiary Borrower and together with the US Borrower (as defined in the Credit Agreement referred to below), Agreement), among BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation ( Holdings), UMBRELLA ACQUISITION, INC., a Delaware corporation ( Merger Sub) to be merged with and into Limitation on First-Lien Collateral Agents Responsibilities with Respect to Existing Senior Notes HoldersĮquity Interests Pledged Debt SecuritiesįIRST-LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of March 29, 2007 (this Security Interest and Obligations Absolute Jurisdiction Consent to Service of Process Grant of License to Use Intellectual Propertyįirst-Lien Collateral Agents Fees and Expenses Indemnificationįirst-Lien Collateral Agent Appointed Attorney-in-Fact

Uniform Commercial Code and Other Remedies Voting Rights Dividends and Interest, Etc.Īdditional Covenants Regarding Patent, Trademark and Copyright Collateral The Subsidiaries of UNIVISION COMMUNICATIONS INC. Merged with and into UNIVISION COMMUNICATIONS INC.),

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