Contract
Exhibit 4.6(f)
REPRESENTATIVE SUPPLEMENT NO. 6 dated as of February 28, 2013 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, the supplement dated as of February 7, 2012, the supplement dated as of August 29, 2012 and the supplement dated as of September 19, 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” 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 Second Amendment to Credit Agreement; First Amendment to Intercreditor Agreement; and First Amendment to First-Lien Guarantee and Collateral 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 “Second Amendment”), (a) a portion of the Existing First-Lien Term Loans (as defined in the Credit Agreement) shall be converted into 2013 Converted Existing First-Lien Term Loans (as defined in the Credit Agreement, as amended by the Second Amendment), (b) a portion of the Extended First-Lien Term Loans (as defined in the Credit Agreement) shall be converted into 2013 Converted Extended First-Lien Term Loans (as defined in the Credit Agreement, as amended by the Second Amendment), (c) a new class of 2013 New First-Lien Term Loans (as defined in the Credit Agreement, as amended by the Second Amendment) shall be incurred, the net cash proceeds of which shall be applied to make an optional prepayment of the Existing First-Lien Term Loans and the Extended First-Lien Term Loans outstanding immediately following the conversions described in preceding clauses (a) and (b) and (d) the Borrowers shall obtain a new class of 2013 Extended Revolving Credit Commitments (as defined in the Credit Agreement as amended by the Second Amendment), and simultaneously terminate in full all of the Existing Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments (each as defined in the Credit Agreement). As used herein, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans, the 2013 New First-Lien Term Loans and 2013 Extended Revolving Credit Commitments (and all Revolving Credit Exposure (as defined in the Credit Agreement) thereunder) are collectively 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.
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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. 6.
[Remainder of Page Intentionally Left Blank]
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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 | |
| Name: Xxxx Xxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Director | ||
| Address for notices: 00 Xxxx Xxxxxx (XX XXX00-0000) Xxx Xxxx, XX 00000 attention of: Xxxx Xxxxxx Telecopy: (000) 000-0000 | ||
[Signature Page to Representative Supplement No. 6 to Univision First-Lien Intercreditor Agreement]
| Acknowledged by:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent, | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Director | ||
[Signature Page to Representative Supplement No. 6 to Univision First-Lien Intercreditor Agreement]
| UNIVISION COMMUNICATIONS INC., as Company | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Executive Vice President and Chief Accounting Officer | ||
| UNIVISION OF PUERTO RICO INC., as Subsidiary Borrower | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Senior Vice President and Chief Accounting Officer | ||
[Signature Page to Representative Supplement No. 6 to Univision First-Lien Intercreditor Agreement]
| BROADCAST MEDIA PARTNERS HOLDINGS, INC | UNIVISION HOME ENTERTAINMENT, INC. | |||
| EL TRATO, INC. | UNIVISION INTERACTIVE MEDIA, INC. | |||
| GALAVISION, INC. | UNIVISION INVESTMENTS, INC. | |||
| HPN NUMBERS, INC. | UNIVISION LOCAL MEDIA INC. | |||
| KAKW LICENSE PARTNERSHIP, L.P. | UNIVISION MANAGEMENT CO. | |||
| KCYT-FM LICENSE CORP. | UNIVISION NETWORK PUERTO RICO | |||
| KDTV LICENSE PARTNERSHIP, G.P. | PRODUCTION LLC | |||
| KECS-FM LICENSE CORP. | UNIVISION NETWORKS & STUDIOS, INC. | |||
| KESS-AM LICENSE CORP. | UNIVISION NEW YORK LLC | |||
| KESS-TV LICENSE CORP. | UNIVISION OF ATLANTA INC. | |||
| KFTV LICENSE PARTNERSHIP, G.P. | UNIVISION OF NEW JERSEY INC. | |||
| KHCK-FM LICENSE CORP. | UNIVISION OF PUERTO RICO REAL | |||
| KICI-AM LICENSE CORP. | ESTATE COMPANY | |||
| KICI-FM LICENSE CORP. | UNIVISION OF RALEIGH, INC. | |||
| KLSQ-AM LICENSE CORP. | UNIVISION PHILADELPHIA LLC | |||
| KLVE-FM LICENSE CORP. | UNIVISION PUERTO RICO STATION | |||
| KMEX LICENSE PARTNERSHIP, G.P. | ACQUISITION COMPANY | |||
| KMRT-AM LICENSE CORP. | UNIVISION PUERTO RICO STATION | |||
| KTNQ-AM LICENSE CORP. | OPERATING COMPANY | |||
| KTVW LICENSE PARTNERSHIP, G.P. | UNIVISION PUERTO RICO STATION | |||
| KUVI LICENSE PARTNERSHIP, G.P. | PRODUCTION COMPANY | |||
| KUVN LICENSE PARTNERSHIP, L.P. | UNIVISION RADIO CORPORATE SALES, INC. | |||
| KUVS LICENSE PARTNERSHIP, G.P. | UNIVISION RADIO FLORIDA, LLC | |||
| KWEX LICENSE PARTNERSHIP, L.P. | UNIVISION RADIO FRESNO, INC. | |||
| KXLN LICENSE PARTNERSHIP, L.P. | UNIVISION RADIO GP, INC. | |||
| LICENSE CORP. NO. 1 | UNIVISION RADIO HOUSTON LICENSE | |||
| LICENSE CORP. NO. 2 | CORPORATION | |||
| PTI HOLDINGS, INC. | UNIVISION RADIO INVESTMENTS, INC. | |||
| RAWHIDE RADIO, LLC | UNIVISION RADIO LAS VEGAS, INC. | |||
| SERVICIO DE INFORMACION PROGRAMATIVA, INC. | UNIVISION RADIO LICENSE CORPORATION | |||
| STATION WORKS, LLC | UNIVISION RADIO LOS ANGELES, INC. | |||
| THE UNIVISION NETWORK LIMITED PARTNERSHIP | UNIVISION RADIO NEW MEXICO, INC. | |||
| XXXXXXXX LICENSE CORPORATION | UNIVISION RADIO NEW YORK, INC. | |||
| TMS LICENSE CALIFORNIA, INC. | UNIVISION RADIO PHOENIX, INC. | |||
| UFERTAS, LLC | UNIVISION RADIO SAN DIEGO, INC. | |||
| UNIMAS ALBUQUERQUE LLC | UNIVISION RADIO SAN FRANCISCO, INC. | |||
| UNIMAS BAKERSFIELD LLC | UNIVISION RADIO, INC. | |||
| UNIMAS BOSTON LLC | UNIVISION SERVICES, INC. | |||
| UNIMAS D.C. LLC | UNIVISION STUDIOS, LLC | |||
| UNIMAS DALLAS LLC | UNIVISION TELEVISION GROUP, INC. | |||
| UNIMAS FRESNO LLC | UNIVISION TEXAS STATIONS LLC | |||
| UNIMAS HOUSTON LLC | UNIVISION-EV HOLDINGS, LLC | |||
| UNIMAS LOS ANGELES LLC | UVN TEXAS L.P. | |||
| UNIMAS MIAMI LLC | WADO RADIO, INC. | |||
| UNIMAS NETWORK | WADO-AM LICENSE CORP. | |||
| UNIMAS OF SAN FRANCISCO, INC. | WGBO LICENSE PARTNERSHIP, G.P. | |||
| UNIMAS ORLANDO INC. | WLTV LICENSE PARTNERSHIP, G.P. | |||
| UNIMAS PARTNERSHIP OF XXXXXXX | WLXX-AM LICENSE CORP. | |||
| UNIMAS PARTNERSHIP OF FLAGSTAFF | WPAT-AM LICENSE CORP. | |||
| UNIMAS PARTNERSHIP OF FLORESVILLE | WQBA-AM LICENSE CORP. | |||
| UNIMAS PARTNERSHIP OF PHOENIX | WQBA-FM LICENSE CORP. | |||
| UNIMAS PARTNERSHIP OF SAN ANTONIO | WXTV LICENSE PARTNERSHIP, G.P. | |||
| UNIMAS PARTNERSHIP OF TUCSON | ||||
| UNIMAS SACRAMENTO LLC | ||||
| UNIMAS SAN FRANCISCO LLC | ||||
| UNIMAS SOUTHWEST LLC | By: | /s/ Xxxxx Xxxx | ||
| UNIMAS TAMPA LLC | Name: | Xxxxx Xxxx | ||
| UNIMAS TELEVISION GROUP, INC. | Title: | Executive Vice President and | ||
| UNIVISION ATLANTA LLC | Chief Accounting Officer | |||
| UNIVISION CLEVELAND LLC | ||||
| UNIVISION EMERGING NETWORKS, LLC | ||||
| UNIVISION ENTERPRISES, LLC | ||||
| UNIVISION FINANCIAL MARKETING, INC. | ||||
[Signature Page to Representative Supplement No. 6 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. 6 to Univision First-Lien 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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