Exhibit 10.32
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of September 11, 1998, among Radio Unica Corp., a Delaware
corporation (the "Company"), Blaya, Inc., a Delaware corporation ("Blaya"),
Radio Unica of Houston License Corp., a Delaware corporation ("Houston License
Corp." and together with Blaya, the "Additional Guarantors"), each, directly or
indirectly a wholly owned a subsidiary of the Company, and Wilmington Trust
Company, a Delaware banking corporation, as trustee (the "Trustee").
WITNESSETH
WHEREAS, the Company, the guarantors named therein and the
Trustee have heretofore executed an indenture (the "Indenture"), dated as of
July 27, 1998, providing for the issuance of an aggregate principal amount at
maturity of $158,088,000 of the Company's 11 3/4% Senior Discount Notes due 2006
(the "Notes");
WHEREAS, each of the Additional Guarantors became a Restricted
Subsidiary (as defined in the Indenture) of the Company as of September 11,
1998;
WHEREAS, Section 10.03 of the Indenture requires that the Com
pany cause any Person (as defined in the Indenture) which becomes a Restricted
Subsidiary (other than a Foreign Restricted Subsidiary (as defined in the
Indenture)) to execute a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee the obligations of the Company under the
Notes and the Indenture; and
WHEREAS, pursuant to Sections 8.01 and 10.03 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture and
Section 8.01 of the Indenture provides that the Company may amend the Indenture
without notice to or consent of any Noteholder to add a Guarantor;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Company, the Additional Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Definitions. (a) Capitalized terms used herein without definition
shall have the meaning assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Agreement to Guarantee. Each of the Additional Guarantors hereby
agrees, jointly and severally with all other Guarantors under the Indenture, to
guarantee the obligations of the Company under the Notes and the Indenture in
accordance with Article 10 of the Indenture with the same effect and to the same
extent as if each Additional Guarantor had been named in the Indenture as a
Guaran tor. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
3. Governing Law. This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of laws. The Additional Guarantors agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Supplemental Indenture.
4. Trustee Makes No Representation. The Trustee makes no representa
tion as to the validity or sufficiency of this Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
RADIO UNICA CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
BLAYA, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
RADIO UNICA OF HOUSTON LICENSE
CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
WILMINGTON TRUST COMPANY, as
Trustee
By:
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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6. EFFECT OF HEADINGS. The Section headings herein are
for convenience only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
RADIO UNICA CORP.
By:
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
BLAYA, INC.
By:
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
RADIO UNICA OF HOUSTON LICENSE
CORP.
By:
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman and Chief Executive
Officer
WILMINGTON TRUST COMPANY, as
Trustee
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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