Contract

Exhibit 4.6(c)

REPRESENTATIVE SUPPLEMENT NO. 3 dated as of February 7, 2012 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009, as supplemented by the joinder agreement dated as of October 26, 2010, the supplement dated as of February 14, 2011 and the supplement no. 2 (the “Second Supplement”) dated as of May 9, 2011 (the “First-Lien Intercreditor Agreement”), among Univision Communications Inc., a Delaware corporation (the “Company”), Univision of Puerto Rico Inc., a Delaware corporation (the “Subsidiary Borrower”), certain subsidiaries and affiliates of the Company (each a “Grantor”), Deutsche Bank AG New York Branch, as Collateral Agent for the First-Lien Secured Parties under the First-Lien Security Documents (in such capacity, the “Collateral Agent”), Deutsche Bank AG New York Branch, as Authorized Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as Initial Additional Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First-Lien Intercreditor Agreement.

B. Pursuant to the Second Supplement, the Company has previously designated its 6 ⁷⁄₈% Senior Secured Notes due 2019 (the “Notes”) issued pursuant to the Indenture dated as of May 9, 2011 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, certain other parties thereto, Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee (the “Trustee”) as a Series of “Senior Class Debt”.

C. On the date of the Indenture, the Company issued $600,000,000 aggregate principal amount of Notes (the “Original Notes”).

D. On the date hereof, the Company is issuing an additional $600,000,000 aggregate principal amount of Notes (the “New Notes”) under the Indenture. As used herein, the Original Notes and the New Notes are collectively referred to as the “Senior Class Debt”) and the Trustee is referred to as the “Senior Debt Class Representative”.

E. In order to ensure that the obligations of the Grantors in respect of the New Notes are secured with the Senior Lien on the same basis as the obligations of the Grantors in respect of the Original Notes (it being understood that the Original Notes and the Senior Notes constitute a single Series of Additional First-Lien Obligations for all purposes under the Indenture and the First-Lien Intercreditor Agreement) and to have such Additional First-Lien Obligations guaranteed by the Grantors on a senior basis, in each case under and pursuant to the First-Lien Security Documents relating to the Additional First-Lien Obligations, the Trustee acting as the Senior Class Debt Representative in respect of such Senior Class Debt is required to become an Authorized Representative under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First- Lien Obligations and the Trustee is executing this supplement in order to ensure that the New Notes constitute Additional First-Lien Obligations. Section 5.13 of the First-Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become an Authorized Representative under, and such Senior Class Debt and such Senior Class Debt Parties may

become subject to and bound by, the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations, pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this supplement and the satisfaction of the other conditions set forth in Section 5.13 of the First-Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative is executing this supplement in accordance with the requirements of the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations.

Accordingly, the Collateral Agent and the Senior Class Debt Representative agree as follows:

SECTION 1. In accordance with Section 5.13 of the First-Lien Intercreditor Agreement, the Senior Class Debt Representative by its signature below confirms that it is an Authorized Representative under, and the related Senior Class Debt and Senior Class Debt Parties are subject to and bound by, the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations with the same force and effect as if the Senior Class Debt Representative had originally been named therein as an Authorized Representative, and the Senior Class Debt Representative, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the First-Lien Intercreditor Agreement and the First-Lien Security Documents relating to the Additional First-Lien Obligations applicable to it as an Authorized Representative and to the Senior Class Debt Parties that it represents as Additional First-Lien Secured Parties. Each reference to an “Authorized Representative” in the First-Lien Intercreditor Agreement shall be deemed to include the Senior Class Debt Representative. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The Senior Class Debt Representative represents and warrants to the Collateral Agent and the other First-Lien Secured Parties that (i) it has full power and authority to enter into this supplement, in its capacity as the Trustee under the Indenture, (ii) this supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Additional First-Lien Documents relating to such Senior Class Debt provide that, upon the Senior Class Debt Representative’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the First-Lien Intercreditor Agreement as Additional First-Lien Secured Parties. Based solely on the authority given to it under Section 12.02 of the Indenture, the Senior Class Debt Representative hereby irrevocably appoints and authorizes the Collateral Agent to act as collateral agent on its behalf and on behalf of the Senior Class Debt Parties and to exercise such powers under the Collateral Agreement, dated as of July 9, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among the Company, the Collateral Agent and certain other parties thereto, and the other First-Lien Security Documents relating to the Additional First-Lien Obligations, as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto.

SECTION 3. Within 60 days following the date hereof, with respect to each real property identified as “Mortgaged Property” on Schedule VII of the Collateral Agreement, the Company or the applicable Grantor shall provide to the Collateral Agent (i) an amendment to

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each existing mortgage for purposes of ensuring that the Notes Obligations (as defined in the Indenture) are entitled to the benefits of the Liens created by such mortgages, (ii) a title search in form and substance satisfactory to the Collateral Agent and (iii) an Opinion of Counsel (as defined in the Indenture) from the jurisdiction in which each such property is located, substantially similar to those provided with respect to the 2020 Notes (as defined in the Indenture).

SECTION 4. This supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This supplement shall become effective when the Collateral Agent shall have received a counterpart of this supplement that bears the signature of the Senior Class Debt Representative. Delivery of an executed signature page to this supplement by facsimile or other electronic transmission (including “.pdf” or “.tif” format) shall be effective as delivery of a manually signed counterpart of this supplement.

SECTION 5. Except as expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First-Lien Intercreditor Agreement. All communications and notices hereunder to the Senior Class Debt Representative shall be given to it at the address set forth below its signature hereto.

SECTION 9. The Company and the Subsidiary Borrower agree to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent, as provided for (and subject to) the relevant provisions of the Indenture.

SECTION 10. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this supplement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have duly executed this supplement to the First-Lien Intercreditor Agreement as of the day and year first above written.

WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as the Trustee under the Indenture and as the Senior Class Debt Representative for the holders of the Notes
By:		/s/ Xxxxxx X. X’Xxxxxxx
Name:		Xxxxxx X. X’Xxxxxxx
Title:		Vice President
Address for notices:
000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention of: Telecopy:

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]

Acknowledged by: DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent,
By:		/s/ Xxxxx XxXxxxx
		Name: Xxxxx XxXxxxx
		Title:   Managing Director
By:		/s/ Xxxxxxxx Xxxx
		Name: Xxxxxxxx Xxxx
		Title:   Vice President

[Signature Page to First-Lien lntercreditor Agreement]

UNIVISION COMMUNICATIONS INC., as Company
By:		/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Executive Vice President, Corporate Controller and Chief Accounting Officer

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]

BROADCAST MEDIA PARTNERS HOLDINGS., INC.,
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Senior Executive Vice President and Chief Financial Officer

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]

KCYT-FM LICENSE CORP. KECS-FM LICENSE CORP. KESS-AM LICENSE CORP. KESS-TV LICENSE CORP. KHCK-FM LICENSE CORP. KICI-AM LICENSE CORP. KICI-FM LICENSE CORP. KLSQ-AM LICENSE CORP. KLVE-FM LICENSE CORP. KMRT-AM LICENSE CORP. KTNQ-AM LICENSE CORP. LICENSE CORP. XX. 0 XXXXXXX XXXX. XX. 0 XXXXXXXX XX INFORMACION PROGRAMATIVA, INC. T C TELEVISION, INC. XXXXXXXX LICENSE CORPORATION TMS LICENSE CALIFORNIA, INC. UNIVISION RADIO CORPORATE SALES, INC. UNIVISION RADIO FRESNO, INC. UNIVISION RADIO GP, INC. UNIVISION RADIO HOUSTON LICENSE CORPORATION UNIVISION RADIO INVESTMENTS, INC. UNIVISION RADIO LAS VEGAS, INC. UNIVISION RADIO LICENSE CORPORATION UNIVISION RADIO LOS ANGELES, INC. UNIVISION RADIO MANAGEMENT COMPANY, INC. UNIVISION RADIO NEW MEXICO, INC. UNIVISION RADIO NEW YORK, INC. UNIVISION RADIO PHOENIX, INC. UNIVISION RADIO SACRAMENTO, INC. UNIVISION RADIO SAN DIEGO, INC. UNIVISION RADIO SAN FRANCISCO, INC. UNIVISION RADIO TOWER COMPANY, INC. WADO RADIO, INC. WADO-AM LICENSE CORP. WLXX-AM LICENSE CORP. WPAT-AM LICENSE CORP. WQBA-AM LICENSE CORP. WQBA-FM LICENSE CORP.
By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Senior Vice President and Chief Accounting Officer

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]

EL TRATO, INC. GALAVISION, INC. HPN NUMBERS, INC. KAKW LICENSE PARTNERSHIP, L.P. KDTV LICENSE PARTNERSHIP, G.P. KFTV LICENSE PARTNERSHIP, G.P. KMEX LICENSE PARTNERSHIP, G.P. KTVW LICENSE PARTNERSHIP, X.X. XXXX LICENSE PARTNERSHIP, G.P. KUVN LICENSE PARTNERSHIP, L.P. KUVS LICENSE PARTNERSHIP, G.P. KWEX LICENSE PARTNERSHIP, L.P. KXLN LICENSE PARTNERSHIP, L.P. PTI HOLDINGS, INC. STATION WORKS, LLC TELEFUTURA ALBUQUERQUE LLC TELEFUTURA BAKERSFIELD LLC TELEFUTURA BOSTON LLC TELEFUTURA D.C. LLC TELEFUTURA DALLAS LLC TELEFUTURA FRESNO LLC TELEFUTURA HOUSTON LLC TELEFUTURA LOS ANGELES LLC TELEFUTURA MIAMI LLC TELEFUTURA NETWORK INC. TELEFUTURA OF SAN FRANCISCO, INC. TELEFUTURA ORLANDO INC. TELEFUTURA PARTNERSHIP OF XXXXXXX TELEFUTURA PARTNERSHIP OF FLAGSTAFF TELEFUTURA PARTNERSHIP OF FLORESVILLE TELEFUTURA PARTNERSHIP OF PHOENIX TELEFUTURA PARTNERSHIP OF SAN ANTONIO TELEFUTURA PARTNERSHIP OF TUCSON TELEFUTURA SACRAMENTO LLC TELEFUTURA SAN FRANCISCO LLC TELEFUTURA SOUTHWEST LLC TELEFUTURA TAMPA LLC TELEFUTURA TELEVISION GROUP, INC. THE UNIVISION NETWORK LIMITED PARTNERSHIP UNIVISION ATLANTA LLC UNIVISION CLEVELAND LLC UNIVISION EMERGING NETWORKS, LLC UNIVISION FINANCIAL MARKETING, INC. UNIVISION HOME ENTERTAINMENT, INC UNIVISION INTERACTIVE MEDIA, INC. UNIVISION INVESTMENTS, INC. UNIVISION LOCAL MEDIA INC. UNIVISION MANAGEMENT CO. UNIVISION NETWORK PUERTO RICO PRODUCTION LLC UNIVISION NETWORKS & STUDIOS, INC. UNIVISION NEW YORK LLC UNIVISION OF ATLANTA INC. UNIVISION OF NEW JERSEY INC. UNIVISION OF PUERTO RICO INC. UNIVISION OF RALEIGH, INC. UNIVISION PHILADELPHIA LLC UNIVISION PUERTO RICO STATION ACQUISITION COMPANY UNIVISION PUERTO RICO STATION OPERATING COMPANY UNIVISION PUERTO RICO STATION PRODUCTION COMPANY UNIVISION SERVICES, INC. UNIVISION STUDIOS, LLC UNIVISION TELEVISION GROUP, INC. UNIVISION TEXAS STATIONS LLC UNIVISION-EV HOLDINGS, LLC UVN TEXAS L.P. WGBO LICENSE PARTNERSHIP, G.P WLTV LICENSE PARTNERSHIP, G.P. WXTV LICENSE PARTNERSHIP, G.P.

By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Senior Vice President, Controller and Chief Accounting Officer

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]

TELEFUTURA CHICAGO LLC UNIVISION RADIO BROADCASTING PUERTO RICO, L.P. UNIVISION RADIO BROADCASTING TEXAS, L.P. UNIVISION RADIO FLORIDA, LLC UNIVISION RADIO ILLINOIS, INC. UNIVISION RADIO, INC. WLII/WSUR LICENSE PARTNERSHIP, G.P. WUVC LICENSE PARTNERSHIP G.P.
By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Vice President, Assistant Secretary and Assistant Treasurer

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]

UNIVISION 24/7, LLC UNIVISION DEPORTES, LLC UNIVISION ENTERPRISES, LLC UNIVISION OF PUERTO RICO REAL ESTATE COMPANY UNIVISION TLNOVELAS, LLC UFERTAS, LLC
By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Executive Vice President, Controller and Chief Accounting Officer

[Signature Page to Representative Supplement No. 3 to the First-Lien Intercreditor Agreement]