Contract
Exhibit 4.6(d)
REPRESENTATIVE SUPPLEMENT NO. 4 dated as of August 29, 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, the supplement dated as of May 9, 2011 and the supplement dated as of February 7, 2012 (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. As a condition to the ability of the Company and the Subsidiary Borrower to incur Additional First-Lien Obligations under the 6 3⁄4% Senior Secured Notes (the “Notes”) to be issued by the Company pursuant to the Indenture dated as of the date hereof (the “Indenture”) among the Company, certain other parties thereto, Wilmington Trust, National Association, as Trustee (the “Trustee”) and to secure such Additional First-Lien Obligations under the Indenture and the Notes (such Additional First-Lien Obligations being referred to herein as “Senior Class Debt”) 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 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. 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 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 (the “New 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 New Representative agree as follows:
SECTION 1. In accordance with Section 5.13 of the First-Lien Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative under, and the related Senior Class Debt and Senior Class Debt Parties become 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 New Representative
had originally been named therein as an Authorized Representative, and the New 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 New Representative. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 2. The New 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 trustee under the Indenture; (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) the Additional First-Lien Documents relating to such Senior Class Debt provide that, upon the New 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 New Representative hereby irrevocably appoints and authorizes the Collateral Agent to act as collateral agent 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 the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Company, the Collateral Agent and certain other parties thereto, and the other First-Lien Security Documents relating to 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 Security Agreement, the Company or the applicable Grantor shall provide to the Collateral Agent (i) an amendment to each existing mortgage for purposes of ensuring the Notes Obligations (as defined in the Indenture) are entitled to the benefits of the Liens created by such mortgages and (ii) 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 2019 Notes and the 2020 Notes (as defined in the Indenture), except concerning matters relating to the Notes and the mortgages as amended by such amendments.
SECTION 4. 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 New 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.
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SECTION 5. Except as expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.
SECTION 6. THIS REPRESENTATIVE 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 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 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 New 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 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 7.04 of the Security Agreement.
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 Representative Supplement No. 4.
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IN WITNESS WHEREOF, the New Representative and the Collateral Agent have duly executed this Representative Supplement to the First-Lien Intercreditor Agreement as of the day and year first above written.
| WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Trustee under the Indenture, as New Representative for the holders of the Notes, | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx Title: Administrative Vice President | ||
| Address for notices: 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000-0000 Attention of: Xxxxxx X’Xxxxxxx Telecopy: 000-000-0000 Copy to: 000-000-0000 | ||
[Signature Page to Representative Supplement No. 4 to the Intercreditor Agreement]
Acknowledged by:
| DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent, | ||
| By: | Xxxxx XxXxxxx | |
| Name: Xxxxx XxXxxxx Title: Managing Director | ||
| By: | /s/ Xxxxxxxxxx Xxxxxx | |
| Name: Xxxxxxxxxx Xxxxxx Title: Director | ||
[Signature Page to Representative Supplement No. 4 to the Intercreditor Agreement]
| UNIVISION COMMUNICATIONS INC., as Company | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx Title: Executive Vice President, Corporate Controller and Chief Accounting Officer | ||
[Signature Page to Representative Supplement No. 4 to the 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. 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 NEW MEXICO, INC. UNIVISION RADIO NEW YORK, INC. UNIVISION RADIO PHOENIX, INC. UNIVISION RADIO SAN DIEGO, INC. UNIVISION RADIO SAN FRANCISCO, 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, Chief Accounting Officer | ||
[Signature Page to Representative Supplement No. 4 to the Intercreditor Agreement]
| TELEFUTURA TAMPA LLC | ||
| EL TRATO, INC. |
TELEFUTURA TELEVISION GROUP, | |
| GALAVISION, INC. |
INC. | |
| HPN NUMBERS, INC. |
THE UNIVISION NETWORK LIMITED | |
| KAKW LICENSE PARTNERSHIP, L.P. |
PARTNERSHIP | |
| KDTV LICENSE PARTNERSHIP, G.P. |
UNIVISION ATLANTA LLC | |
| KFTV LICENSE PARTNERSHIP, G.P. |
UNIVISION CLEVELAND LLC | |
| KMEX LICENSE PARTNERSHIP, G.P. |
UNIVISION EMERGING NETWORKS, | |
| KTVW LICENSE PARTNERSHIP, G.P. |
LLC | |
| KUVI LICENSE PARTNERSHIP, G.P. |
UNIVISION FINANCIAL MARKETING, | |
| KUVN LICENSE PARTNERSHIP, L.P. |
INC. | |
| KUVS LICENSE PARTNERSHIP, G.P. |
UNIVISION HOME ENTERTAINMENT, | |
| KWEX LICENSE PARTNERSHIP, L.P. |
INC. | |
| KXLN LICENSE PARTNERSHIP, L.P. |
UNIVISION INTERACTIVE MEDIA, INC. | |
| PTI HOLDINGS, INC. |
UNIVISION INVESTMENTS, INC. | |
| STATION WORKS, LLC |
UNIVISION LOCAL MEDIA INC. | |
| TELEFUTURA ALBUQUERQUE LLC |
UNIVISION MANAGEMENT CO. | |
| TELEFUTURA BAKERSFIELD LLC |
UNIVISION NETWORK PUERTO RICO | |
| TELEFUTURA BOSTON LLC |
PRODUCTION LLC | |
| TELEFUTURA D.C. LLC |
UNIVISION NETWORKS & STUDIOS, INC. | |
| TELEFUTURA DALLAS LLC |
UNIVISION NEW YORK LLC | |
| TELEFUTURA FRESNO LLC |
UNIVISION OF ATLANTA INC. | |
| TELEFUTURA HOUSTON LLC |
UNIVISION OF NEW JERSEY INC. | |
| TELEFUTURA LOS ANGELES LLC |
UNIVISION OF PUERTO RICO INC. | |
| TELEFUTURA MIAMI LLC |
UNIVISION OF RALEIGH, INC. | |
| TELEFUTURA NETWORK |
UNIVISION PHILADELPHIA LLC | |
| TELEFUTURA OF SAN FRANCISCO, INC. |
UNIVISION PUERTO RICO STATION | |
| TELEFUTURA ORLANDO INC. |
ACQUISITION COMPANY | |
| TELEFUTURA PARTNERSHIP OF |
UNIVISION PUERTO RICO STATION | |
| XXXXXXX |
OPERATING COMPANY | |
| TELEFUTURA PARTNERSHIP OF |
UNIVISION PUERTO RICO STATION | |
| FLAGSTAFF |
PRODUCTION COMPANY | |
| TELEFUTURA PARTNERSHIP OF |
UNIVISION SERVICES, INC. | |
| FLORESVILLE |
UNIVISION STUDIOS, LLC | |
| TELEFUTURA PARTNERSHIP OF |
UNIVISION TELEVISION GROUP, INC. | |
| PHOENIX |
UNIVISION TEXAS STATIONS LLC | |
| TELEFUTURA PARTNERSHIP OF SAN |
UNIVISION-EV HOLDINGS, LLC | |
| ANTONIO |
UVN TEXAS L.P. | |
| TELEFUTURA PARTNERSHIP OF |
WGBO LICENSE PARTNERSHIP, G.P. | |
| TUCSON |
WLTV LICENSE PARTNERSHIP, G.P. | |
| TELEFUTURA SACRAMENTO LLC |
WXTV LICENSE PARTNERSHIP, G.P. | |
| TELEFUTURA SAN FRANCISCO LLC |
||
| TELEFUTURA SOUTHWEST LLC |
||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Senior Vice President, | ||
| Controller and | ||
| Chief Accounting Officer | ||
[Signature Page to Representative Supplement No. 4 to the 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. 4 to the 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. 4 to the Intercreditor Agreement]
| BROADCAST MEDIA PARTNERS HOLDINGS, INC., | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx Title: Senior Executive Vice President and Chief Financial Officer | ||
[Signature Page to Representative Supplement No. 4 to the Intercreditor Agreement]
Schedule I to the
Supplement to the
First-Lien Intercreditor Agreement
Grantors
El Trato, Inc.
Galavision, Inc.
HPN Numbers, Inc.
KAKW License Partnership, L.P.
KCYT-FM License Corp.
KDTV License Partnership, G.P.
KECS-FM License Corp.
KESS-AM License Corp.
KESS-TV License Corp.
KFTV License Partnership, G.P.
KHCK-FM License Corp.
KICI-AM License Corp.
KICI-FM License Corp.
KLSQ-AM License Corp.
KLVE-FM License Corp.
KMEX License Partnership, G.P.
KMRT-AM License Corp.
KTNQ-AM License Corp.
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.
License Corp. No. 1
License Corp. No. 2
PTI Holdings, Inc.
Servicio de Informacion Programativa, Inc.
Station Works, LLC
Telefutura Albuquerque LLC
Telefutura Bakersfield LLC
Telefutura Boston LLC
Telefutura Chicago LLC
Telefutura D.C. LLC
Telefutura Dallas LLC
Telefutura Fresno LLC
Telefutura Houston LLC
Telefutura Los Angeles LLC
Telefutura Miami LLC
Telefutura Network
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
Xxxxxxxx License Corporation
TMS License California, Inc.
Univision 24/7, LLC
Univision Atlanta LLC
Univision Cleveland LLC
Univision Deportes, LLC
Univision Emerging Networks, LLC
Univision Enterprises, 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 Puerto Rico Real Estate Company
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 Radio Broadcasting Puerto Rico, L.P.
Univision Radio Broadcasting Texas, L.P.
Univision Radio Corporate Sales, Inc.
Univision Radio Florida, LLC
Univision Radio Fresno, Inc.
Univision Radio GP, Inc.
Univision Radio Houston License Corporation
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Univision Radio Illinois, Inc.
Univision Radio Investments, Inc.
Univision Radio Las Vegas, Inc.
Univision Radio License Corporation
Univision Radio Los Angeles, Inc.
Univision Radio New Mexico, Inc.
Univision Radio New York, Inc.
Univision Radio Phoenix, Inc.
Univision Radio San Diego, Inc.
Univision Radio San Francisco, Inc.
Univision Radio, Inc.
Univision Services, Inc.
Univision Studios, LLC
Univision Television Group, Inc.
Univision Texas Stations LLC
Univision tlnovelas, LLC
Univision-EV Holdings, LLC
Ufertas, LLC
UVN Texas L.P.
WADO Radio, Inc.
WADO-AM License Corp.
WGBO License Partnership, G.P.
WLII/WSUR License Partnership, G.P.
WLTV License Partnership, G.P.
WLXX-AM License Corp.
WPAT-AM License Corp.
WQBA-AM License Corp.
WQBA-FM License Corp.
WUVC License Partnership G.P.
WXTV License Partnership, G.P.
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