S-1. The Subscriber shall have executed this Subscription Agreement and delivered the same to the Company.
S-1. EXCHANGE AND REGISTRATION RIGHTS AGREEMENT This Exchange and Registration Rights Agreement (this "Agreement") is dated as of March 12, 2002, by and between ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation (the "Issuer"), and the guarantors listed on the signature pages hereto (the "Guarantors"), on the one hand, and UBS WARBURG LLC, CREDIT SUISSE FIRST BOSTON CORPORATION, and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED (the "Initial Purchasers"), on the other hand. This Agreement is entered into in connection with the Purchase Agreement, dated as of March 12, 2002, by and among the Issuer and the Initial Purchasers (the "Purchase Agreement"), relating to the offering of $225,000,000 aggregate principal amount of the Issuer's 8.125% Senior Subordinated Notes due 2009 (the "Notes"). The Notes will be unconditionally guaranteed, on a senior subordinated basis, as to payment of principal, premium, if any, and interest, by the Guarantors (the "Guarantees"). The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Notes under the Purchase Agreement. The parties hereby agree as follows:
S-1. SCHEDULES
S-1. ELEMENTARY
S-1. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is dated as of February 21, 2003, by and among Meritage Corporation, a Maryland corporation (the "Company"), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the "Issuers"), on the one hand, and Deutsche Bank Securities Inc., UBS Warburg LLC, Banc One Capital Markets, Inc. and Fleet Securities, Inc. (the "Initial Purchasers") on the other hand. This Agreement is entered into in connection with the Purchase Agreement, dated as of February 13, 2003, by and among the Issuers and the Initial Purchasers (the "Purchase Agreement"), relating to the offering of $50,000,000 aggregate principal amount of the Company's 9 3/4% Senior Notes due 2011 (including the guarantees thereof by the Guarantors, the "Notes"). The execution and delivery of this Agreement is a condition to the Initial Purchasers' obligation to purchase the Notes under the Purchase Agreement. The parties hereby agree as follows:
S-1. EXHIBITS A. Articles of Incorporation of the Company B. Bylaws of the Company C. Form of Sub-License Agreement D Form of Affiliate Letter E. Form of Employment Agreement
S-1. Part II -- Underbridge Crossings -------------------------------- Section T -- General................................................................ T-1 to T-4 Avoidance of Attachments.........................................................
S-1. COLLATERAL AGENCY AGREEMENT THIS COLLATERAL AGENCY AGREEMENT, dated as of May 30, 1997, among:
S-1. Exhibit A-1 - Form of Restricted Dollar Note Exhibit A-2 - Form of Restricted Euro Note Note: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture. INDENTURE, dated as of March 13, 2001, among HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the "Company"), each of the Guarantors named herein, as guarantors, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Company has duly authorized the creation of an issue of (i) euro denominated Senior Subordinated Notes due 2009 in the form of EU200,000,000 aggregate principal amount of Initial Notes (as defined below), and (ii) such Additional Notes (as defined below) to be denominated in euros (together with the Initial Notes, the "Euro Notes") or U.S. dollars (the "Dollar Notes") in aggregate principal amount not to exceed EU500,000,000, in the case of Euro Notes, or, without duplication, $500,000,000, in the case of Dollar Notes (such amounts as determined in accordance with Section 2.18), that the Company may from time to time choose to issue pursuant to this Indenture, and, to provide therefor. The Company has duly authorized the execution and delivery of this Indenture. Each party hereto agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company's Notes:
S-1. SCHEDULES ---------