Exhibit 4.2
EXECUTION VERSION
Univision Communications
Inc.
and
The Bank of New York Mellon,
as
Trustee
FIRST SUPPLEMENTAL
INDENTURE
Dated as of July 9,
2009
FIRST SUPPLEMENTAL INDENTURE, dated
as of July 9, 2009 (this “Supplemental
Indenture”), among UNIVISION COMMUNICATIONS INC., a
corporation duly organized and existing under the laws of the State
of Delaware (the “Corporation”), the guarantors named
therein and THE BANK OF NEW YORK MELLON, a banking corporation duly
organized and existing under the laws of the State of Delaware, as
trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the Trustee, has heretofore
executed and delivered the Indenture, dated as of July 18,
2001 (as amended and supplemented to date, the
“Indenture”), providing for the issuance from time to
time of one or more series of debt securities evidencing
indebtedness of the Corporation, and the Corporation has heretofore
executed and delivered the Officers’ Certificate, dated
July 18, 2001, pursuant to Sections 201 and 301 of the
Indenture, providing for the issuance of $500,000,000 principal
aggregate amount of the Corporation’s 7.85% Senior Secured
Notes due 2011 (the “Notes”);
WHEREAS, Section 902 of the
Indenture provides that the Corporation and the Trustee may enter
into a supplemental indenture for the purpose of amending the
Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding
Securities of each series affected by such supplemental
indenture;
WHEREAS, the Corporation desires to
amend certain provisions of the Indenture in a manner that affects
the Notes, as set forth in Article I hereof;
WHEREAS, the Notes will evidence the
same continuing indebtedness of the Corporation; and
WHEREAS, the holders of
approximately 98.5 percent in aggregate principal amount of the
outstanding Notes have consented to the amendments effected by this
Supplemental Indenture.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree for the equal and proportionate benefit of the
holders from time to time hereafter of the Notes as
follows:
1
ARTICLE I
AMENDMENTS APPLICABLE TO THE
INDENTURE
SECTION 1.01.
Amendments to Articles One, Nine
and Ten of the Indenture.
(a) In addition to as otherwise specified in the
Supplemental Indenture, Section 101 ( Definitions ) of
the Indenture is hereby amended to delete the definition of
“Permitted Liens” in its entirety and replace it with
the following:
““Permitted Liens”
means:
(a) with respect to any Subsidiary,
Liens in favor of the Corporation or any Note Guarantor;
(b) Liens on property of a Person
existing at the time such Person is merged with or into or
consolidated with the Corporation or any Subsidiary of the
Corporation; provided that such Liens were in existence prior to
the contemplation of such merger or consolidation and do not extend
to any assets other than those of the Person merged into or
consolidated with the Corporation or the Subsidiary;
(c) Liens on property existing at
the time of acquisition of the property by the Corporation or any
Subsidiary of the Corporation, provided that such Liens were in
existence prior to the contemplation of such
acquisition;
(d) Liens to secure Indebtedness
represented by Capital Lease Obligations relating to long-term
capital leases of satellite transponders used in the business of
the Corporation or any of its Subsidiaries (“Transponder
Leases”);
(e) Liens to secure Indebtedness
represented by Capital Lease Obligations (other than Transponder
Leases), mortgage financings or purchase money obligations, in each
case, incurred for the purpose of financing all or any part of the
purchase price or cost of construction or improvement of property,
plant or equipment used in the business of the Corporation or any
of its Subsidiaries, in an aggregate principal amount, including
all Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause, not to exceed $100
million at any time outstanding;
(f) Liens to secure the USA
Indebtedness;
(g) Liens to secure the performance
of bids, trade contracts (other than for borrowed money), statutory
obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of
business;
(h) Liens existing on the date of
the Indenture;
(i) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that
are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as is required in conformity
with GAAP has been m
