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Document Preview First Supplemental Indenture |
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Title: |
First Supplemental Indenture |
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Date: |
2007 |
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Preview shows 5KB of 26KB total |
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$35 |
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ID: |
#2874630 |
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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture (this Supplemental Indenture), dated as of March 29, 2007, among Univision Communications Inc., a Delaware corporation (the Company), the subsidiaries of the Company set forth in Schedule A hereto (each, a Guaranteeing Subsidiary and, collectively, the Guaranteeing Subsidiaries) and Wells Fargo Bank, National Association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, Umbrella Acquisition, Inc., a Delaware corporation (Umbrella), as Issuer, has heretofore executed and delivered to the Trustee a Senior Notes Indenture (the Indenture), dated as of March 29, 2007, providing for the issuance of an unlimited aggregate principal amount of 9.75%/10.50% Senior Notes due 2015 (the Notes);
WHEREAS, the Indenture provides that the Issuer and the Trustee may execute and deliver a supplement indenture to, among other things, (i) provide for the assumption of the Issuers obligations to holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of the Issuer and, (ii) to add Guarantors who shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth under the Indenture (the Guarantee);
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Merger between the Company and Umbrella has been completed with the Company as the surviving corporation and, by operation of law, the Company has succeeded to and assumed all of Umbrellas rights, powers and obligations under the Indenture and the Notes;
WHEREAS, in accordance with the terms of the Indenture, the Company is entering into this Supplemental Indenture to expressly succeed to, and be substituted for (so that the provisions of the Indenture referring to the Issuer shall refer to the Company and not to Umbrella) and may exercise every right and power of, the Issuer under the Indenture with the same effect as if the Company had been named as the Issuer in the Indenture;
WHEREAS, in accordance with the terms of the Indenture, the Company has caused each of the Guaranteeing Subsidiaries to become a Guarantor under the Indenture by entering into this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement of the Company to be Bound. The Company hereby becomes a party to the Indenture and the Notes and is hereby succeeding to and assuming all of the
Issuers rights, powers and obligations under the Indenture and the Notes. The Company agrees to be bound by all of the provisions of the Indenture and the Notes applicable to the Issuer and to perform all of the obligations and agreements of the Issuer under the Indenture and the Notes. All references to the Issuer in the Indenture shall be deemed to refer to Univision Communications Inc. from and after the date of this Supplemental Indenture.
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