First Amendment to Indenture among Entravision Communications Corporation, Union Bank of California, N.A., and Guarantors

Summary

Entravision Communications Corporation, Union Bank of California (as Trustee), and various guarantor companies have agreed to amend their original Indenture dated March 1, 2002, which was related to the issuance of $225 million in Senior Subordinated Notes due 2009. This amendment clarifies the definition of "Disqualified Stock" in the Indenture to address an ambiguity. All other terms of the Indenture remain unchanged and in effect.

EX-4.2 3 dex42.txt FIRST AMENDMENT TO INDENTURE 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 -------- 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 --------- 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 ----------- 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 ------------------------------ 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 ---------------- 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.

2 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 3 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 4 Vista Television, Inc., a California corporation Channel Fifty Seven, Inc., a California corporation Attest: By: /s/ Michael G. Rowles By: /s/ Jeanette Tully ------------------------ --------------------------------------- Name: Michael G. Rowles Name: Jeanette Tully 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/ Michael G. Rowles By: /s/ Jeanette Tully ------------------------ --------------------------------------- Name: Michael G. Rowles Name: Jeanette Tully Title: Assistant Secretary Title: Chief Financial Officer, Executive Vice President and Treasurer 5 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/ Michael G. Rowles By: /s/ Jeanette Tully ----------------------------- ------------------------------------ Name: Michael G. Rowles Name: Jeanette Tully 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/ Alison T. Braunstein ---------------------------------- Name: Alison T. Braunstein Title: Assistant Vice President 6