EXHIBIT 4.2
FIRST AMENDMENT TO INDENTURE
This First Amendment to Indenture (this "First Amendment"), effective
as of March 1, 2002, is made and entered into by and among ENTRAVISION
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Issuer"), UNION BANK OF
CALIFORNIA, N.A., a national banking association (the "Trustee"), and the
Guarantors listed on the signature pages hereto (the "Guarantors"), with
reference to the following facts:
RECITALS
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A. WHEREAS, the Issuer, the Trustee and the Guarantors (collectively,
the "Parties") previously entered into that certain Indenture (the "Indenture"),
dated as of March 1, 2002, in connection with the sale and issuance by the
Issuer of $225 million aggregate principal amount of Senior Subordinated Notes
due 2009; and
B. WHEREAS, Section 9.01(a) of the Indenture provides that the
Parties may amend or supplement the Indenture, the Subsidiary Guarantees or the
Notes without the consent of any Holder of a Note to cure any ambiguity, defect
or inconsistency in the Indenture, the Subsidiary Guarantees or the Notes; and
C. WHEREAS, the Parties now wish to cure such an ambiguity in the
Indenture and to amend the Indenture as set forth below.
AMENDMENT
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NOW, THEREFORE, in consideration of the above-referenced facts and the
covenants of the Parties contained below in this First Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, the Parties hereby agree as follows:
1. Definitions. All capitalized terms used in this First Amendment
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and not specifically defined herein shall have the meaning ascribed to such
terms in the Indenture.
2. Section 1.01 of the Indenture. The definition of "Disqualified
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Stock" in Section 1.01 of the Indenture is hereby amended and restated to read,
in its entirety, as follows:
"Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at
the option of the holder of the Capital Stock), or upon the
happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Capital Stock,
in whole or in part, on or prior to the date on which the
Notes mature; provided that in no event shall Disqualified
Stock include Existing Preferred Stock (including accrued
dividends thereon and liquidation payment obligations).
Notwithstanding the
preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such
Capital Stock upon the occurrence of a Change of Control or an
Asset Sale will not constitute Disqualified Stock if the terms
of such Capital Stock provide that the Company may not
repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with
the provisions of Section 4.07.
3. No Other Changes. Except as specifically amended by this First
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Amendment, the Indenture remains unmodified and in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this First Amendment
effective as of the date first written above.
"ISSUER"
Attest: Entravision Communications Corporation,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxx
----------------------------------- --------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxx
Title: Assistant Secretary Title: Chief Financial Officer, Executive
Vice President and Treasurer
"GUARANTORS"
Entravision-Texas L.P., Inc., a Delaware
corporation
Los Cerezos Television Company, a Delaware
corporation
Entravision San Diego, Inc., a California
corporation
The Community Broadcasting Company of
San Diego, Incorporated, a California
corporation
Arizona Radio, Inc., a Delaware corporation
Aspen FM, Inc., a Colorado corporation
Latin Communications Group Inc., a Delaware
corporation
Latin Communications Inc., a Delaware
corporation
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VEA Acquisition Corp., a Delaware
corporation
Latin Communications EXCL Inc., a Delaware
corporation
EXCL Holdings, Inc., an Illinois corporation
EXCL Communications, Inc., an Illinois
corporation
Embarcadero Media, Inc., a Delaware
corporation
EMI Sacramento Radio, Inc., a California
corporation
EMI Los Angeles Radio, Inc., a California
corporation
Portland Radio, Inc., a Washington corporation
Riverside Radio, Inc., a California corporation
Meridian Communications Company, a
Nevada corporation
Sextant Broadcasting Company, a Nevada
corporation
Metro Mix, Inc., an Illinois corporation
Norte Broadcasting, Inc., a California
corporation
Norte Broadcasting of Colorado, Inc., an
Illinois corporation
Norte Broadcasting of Nevada, Inc., a Nevada
corporation
Norte Broadcasting of New Mexico, Inc., a
New Mexico corporation
Pacifico Broadcasting, Inc., a California
corporation
Radio Exito, Inc., a Nevada corporation
Sur Broadcasting, Inc., a California
corporation
Sur Broadcasting of Colorado, Inc., an Illinois
corporation
SUR Broadcasting of New Mexico, Inc., a
New Mexico corporation
Z-Spanish Media Corporation, a Delaware
corporation
New WNDZ, Inc., an Indiana corporation
NEWKKSJ, Inc., a California corporation
Personal Achievement Radio, Inc., a Delaware
corporation
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KPPC Radio, Inc., a California corporation
WZCO Broadcasting, Inc., an Illinois
corporation
WRZA Broadcasting, Inc., an Illinois
corporation
KZLZ Broadcasting, Inc., an Arizona
corporation
KZFO Broadcasting, Inc., a California
corporation
KZPZ Broadcasting, Inc., an Arizona
corporation
KZPZ License Corporation, an Arizona
corporation
KZMS Broadcasting, Inc., a California
corporation
KZCO Broadcasting, Inc., a California
corporation
Oroville Radio, Inc., a California corporation
KZST Broadcasting, Inc., a California
corporation
KTLR Broadcasting, Inc., a Texas corporation
KZSL Broadcasting, Inc., a California
corporation
KHZZ Broadcasting, Inc., a California
corporation
WLQY Broadcasting, Inc., a Delaware
corporation
Glendale Broadcasting, Inc., an Arizona
corporation
Vista Media Group, Inc., a Delaware
corporation
Vista Media Group of New York, Inc., a
Delaware corporation
Seaboard Outdoor Advertising Co., Inc., a
New York corporation
Sale Point Posters, Inc., a New York
corporation
Vista Outdoor Advertising, Inc. (N.Y.), a
Delaware corporation
Vista Outdoor Advertising, Inc. (CAL.), a
Delaware corporation
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Vista Television, Inc., a California corporation
Channel Fifty Seven, Inc., a California
corporation
Attest:
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxx
------------------------ ---------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxx
Title: Assistant Secretary Title: Chief Financial Officer, Executive
Vice President and Treasurer
Entravision-Texas Limited Partnership, a
Texas limited partnership
By: Entravision-Texas G.P., L.L.C., a
Delaware limited liability company
Its: General Partner
Attest:
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxx
------------------------ ---------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxx
Title: Assistant Secretary Title: Chief Financial Officer, Executive
Vice President and Treasurer
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Entravision-Texas G.P., LLC, a Delaware
limited liability company
Entravision Communications Company,
L.L.C., a Delaware limited liability
company
Entravision Communications Of Midland,
L.L.C., a Delaware limited liability
company
Entravision, L.L.C., a Delaware limited
liability company
Entravision-El Paso, L.L.C., a Delaware
limited liability company
Attest:
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxx
----------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx Xxxxx
Title: Assistant Secretary Title: Chief Financial Officer, Executive
Vice President and Treasurer
"TRUSTEE"
Union Bank of California, N.A.,
a national banking association
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
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