Contract
Exhibit 4.6(i)
REPRESENTATIVE SUPPLEMENT NO. 9 dated as of January 23, 2014 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009 as supplemented by the join-der agreement, dated as of October 26, 2010, the supplement dated as of February 14, 2011, the supplement dated as of May 9, 2011, the supplement dated as of February 7, 2012, the supplement dated as of August 29, 2012, the supplement dated as of September 19, 2012, the supplement dated as of February 28, 2013, the supplement dated as of May 21, 2013, the supplement dated as of May 29, 2013 and the supplement dated as of November 13, 2013 (as otherwise supplemented or modified prior to the date hereof, 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” and together with the Company, the “Borrowers”), 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 that certain Fourth Amendment to Credit Agreement, dated as of the date hereof, by and among the Borrowers, the Grantors party thereto, the lenders party thereto and the Administrative Agent (the “Fourth Amendment”), (a) all or a portion of the existing 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans and 2013 New First-Lien Term Loans (each as defined in the Credit Agreement, as amended by the Fourth Amendment) shall be converted into a new class of Replacement Converted First-Lien Term Loans (as defined in the Credit Agreement, as amended by the Fourth Amendment), (b) a new class of Replacement New First-Lien Term Loans (as defined in the Credit Agreement, as amended by the Fourth Amendment) shall be incurred pursuant to Section 2.01(f) of the Credit Agreement, the net proceeds of which shall be used to prepay the 2013 Converted Existing First-Lien Term Loans, 2013 Converted Extended First-Lien Term Loans and 2013 New First-Lien Term Loans not subject to the conversion contemplated in preceding clause (a) and (c) on and after the Replacement Term Loan Consolidation (as defined in the Credit Agreement, as amended by the Fourth Amendment), the Replacement Converted First-Lien Term Loans and the Replacement New First-Lien Term Loans (each as defined in the Credit Agreement, as amended by the Fourth Amendment) shall be consolidated into a single Class (as defined in the Credit Agreement, as amended by the Fourth Amendment) of Replacement First-Lien Term Loans (as defined in the Credit Agreement, as amended by the Fourth Amendment). As used herein, the Replacement First-Lien Term Loans are referred to as the “Senior Class Debt” and the Administrative Agent is referred to as the “Senior Class Debt Representative”.
C. In order to ensure that the obligations of the Grantors in respect of the Senior Class Debt are secured with the Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the First-Lien Security Documents relating to the Credit Agreement Obligations, the Administrative Agent 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 Credit Agreement Obligations and the Senior Class Debt Representative is executing this supplement in order to ensure that the Senior Class Debt constitutes Credit Agreement Obligations. Section 2.08 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 Credit Agreement Obligations, pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this Representative Supplement. The undersigned Senior Class Debt Representative is executing this Representative Supplement in accordance with the requirements of the First-Lien Intercreditor Agreement and the First-Lien Security Documents.
Accordingly, the Collateral Agent and the Senior Class Debt Representative agree as follows:
SECTION 1. In accordance with Section 2.08 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 Credit Agreement 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 Credit Agreement Obligations applicable to it as an Authorized Representative and to the Senior Class Debt Parties that it represents as Credit Agreement 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 Representative Supplement, in its capacity as the Administrative Agent; (ii) this Representative 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) 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 Credit Agreement Secured Parties.
SECTION 3. This Representative 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 Representative Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Representative Supplement that bears the signature of the Senior Class Debt Representative. Delivery of an executed signature page to this Representative
Supplement by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format) shall be effective as delivery of a manually signed counterpart of this Representative Supplement.
SECTION 4. Except as expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this Representative 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 7. 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 8. The Company and the Subsidiary Borrower agree to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent, in each case as provided for (and subject to) Section 7.05 of the Guarantee and Collateral Agreement.
SECTION 9. The recitals contained herein shall be taken as the statements of the Company and the Senior Class Debt Representative assumes no responsibility for their correctness. The Senior Class Debt Representative makes no representations as to the validity or sufficiency of this Representative Supplement No. 9.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have duly executed this Representative Supplement to the First-Lien Intercreditor Agreement as of the day and year first above written.
| DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as Senior Class Debt Representative for the holders of the Senior Class Debt, | ||||
| By: | /s/ Xxxx Xxxxxx | |||
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| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
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| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| Address for notices: 00 Xxxx Xxxxxx (MS NYC60-0208) Xxx Xxxx, XX 00000 | ||
| attention of: | Xxxx Xxxxxx | |
| Telecopy: | (000) 000-0000 | |
| Acknowledged by:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent, |
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| By: | /s/ Xxxx Xxxxxx | |||||||
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| Name: | Xxxx Xxxxxx | |||||||
| Title: | Managing Director | |||||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||||||
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| Name: | Xxxxxxx Xxxxxxx | |||||||
| Title: | Vice President | |||||||
[Signature Page to Representative Supplement No. 9 to Univision First-Lien Intercreditor Agreement]
| UNIVISION COMMUNICATIONS INC., as Company | ||||
| By: | /s/ Xxxxx Xxxx | |||
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| Name: | Xxxxx Xxxx | |||
| Title: | Executive Vice President, Corporate Controller and Chief Accounting Officer | |||
| UNIVISION OF PUERTO RICO INC., as Subsidiary Borrower | ||||
| By: | /s/ Xxxxx Xxxx | |||
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| Name: | Xxxxx Xxxx | |||
| Title: | Senior Vice President and Chief Accounting Officer | |||
[Signature Page to Representative Supplement No. 9 to Univision First-Lien Intercreditor Agreement]
| BROADCAST MEDIA PARTNERS HOLDINGS, INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
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| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Executive Vice President and Chief Financial Officer | |||
[Signature Page to Representative Supplement No. 9 to Univision First-Lien Intercreditor Agreement]
[Signature Page to Representative Supplement No. 9 to Univision First-Lien Intercreditor Agreement]
| UNIMAS CHICAGO LLC UNIVISION RADIO BROADCASTING PUERTO RICO, L.P. UNIVISION RADIO BROADCASTING TEXAS, L.P. UNIVISION RADIO ILLINOIS, INC. WLII/WSUR LICENSE PARTNERSHIP, G.P. WUVC LICENSE PARTNERSHIP G.P. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Vice President, Assistant Secretary and Assistant Treasurer | |
[Signature Page to Representative Supplement No. 9 to Univision First-Lien Intercreditor Agreement]
