SUPPLEMENT TO COLLATERAL AGREEMENT
Exhibit 4.7(d)
SUPPLEMENT TO COLLATERAL AGREEMENT
SUPPLEMENT NO. 4 (this “Supplement”) dated as of November 2, 2011, to the Collateral Agreement dated as of July 9, 2009 (the “Collateral Agreement”) (capitalized terms used herein without definition have the meanings given such terms by the Collateral Agreement), among UNIVISION COMMUNICATIONS INC., a Delaware corporation (the “Company”), each subsidiary of the Company from time to time party thereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors and the Company are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) for the Additional First-Lien Secured Parties.
A. Section 7.15 of the Collateral Agreement provides that additional subsidiaries of the Company may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. Each undersigned subsidiary (a “New Subsidiary”) is executing this Supplement in order to become a Grantor under the Collateral Agreement.
Accordingly, the Collateral Agent and each New Subsidiary agree as follows:
SECTION 1. In accordance with Section 7.15 of the Collateral Agreement, each New Subsidiary by its signature below becomes a Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a Grantor and each New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Additional First-Lien Obligations, does hereby create and grant to the Collateral Agent, its successors and permitted assigns, for the benefit of the Additional First-Lien Secured Parties, their successors and permitted assigns, a security interest in and lien on all of such New Subsidiary’s right, title and interest in and to the Collateral of such New Subsidiary. Each reference to a “Grantor” or a “Guarantor” in the Collateral Agreement shall be deemed to include each New Subsidiary. The Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Subsidiary represents and warrants to the Collateral Agent and the other Additional First-Lien Secured Parties that 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 its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.
SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different 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 counterparts of this Supplement
that, when taken together, bear the signatures of each New Subsidiary and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 4. Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by such New Subsidiary and (ii) any and all Intellectual Property now owned by such New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of such New Subsidiary and its jurisdiction of organization.
SECTION 5. Except as expressly supplemented hereby, the Collateral 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 (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 7. In case anyone or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). 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 made in accordance with Section 7.01 of the Collateral Agreement.
SECTION 9. Each New Subsidiary agrees 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.
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IN WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.
| UFERTAS, LLC | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Executive Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Ufertas, LLC |
| Jurisdiction of Formation: Delaware | ||
| UNIVISION ENTERPRISES, LLC | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Executive Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Univision Enterprises, LLC |
| Jurisdiction of Formation: Delaware | ||
| UNIVISION 24/7, LLC | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Executive Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Univision 24/7, LLC |
| Jurisdiction of Formation: Delaware | ||
[SIGNATURE PAGE TO COLLATERAL AGREEMENT SUPPLEMENT NO. 4]
| UNIVISION DEPORTES, LLC | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Executive Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Univision Deportes, LLC |
| Jurisdiction of Formation: Delaware | ||
| UNIVISION FINANCIAL MARKETING, INC. | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Senior Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Univision Financial Marketing, Inc. |
| Jurisdiction of Formation: Arizona | ||
| UNIVISION OF PUERTO RICO REAL ESTATE COMPANY | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Executive Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Univision of Puerto Rico Real Estate Company |
| Jurisdiction of Formation: Delaware | ||
[SIGNATURE PAGE TO COLLATERAL AGREEMENT SUPPLEMENT NO. 4]
| UNIVISION TLNOVELAS, LLC | ||
| By: | /s/ Xxxxx Xxxx | |
|
| ||
| Name: | Xxxxx Xxxx | |
| Title: | Executive Vice President, Controller and Chief Accounting Officer | |
| Address: | 0000 Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 |
| Legal Name: | Univison tlnovelas, LLC |
| Jurisdiction of Formation: | Delaware |
[SIGNATURE PAGE TO COLLATERAL AGREEMENT SUPPLEMENT NO. 4]
| DEUTSCHE BANK AG NEW YORK BRANCH, | ||
| as Collateral Agent | ||
| By: | /s/ Xxxxx XxXxxxx | |
|
| ||
| Name: | Xxxxx XxXxxxx | |
| Title: | Managing Director | |
| By: | /s/ Xxxxxx Xxxxxxxx | |
|
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| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Vice President | |
[SIGNATURE PAGE TO COLLATERAL AGREEMENT SUPPLEMENT NO. 4]
Schedule 1
Collateral of each New Subsidiary
EQUITY INTERESTS
None.
PLEDGED DEBT SECURITIES
None.
INTELLECTUAL PROPERTY
None.
