Intercreditor Agreement

REPRESENTATIVE SUPPLEMENT NO. 12 Dated as of April 21, 2015 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 ...

Exhibit 4.6(l)

EXECUTION VERSION

REPRESENTATIVE SUPPLEMENT NO. 12 dated as of April 21, 2015 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, 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, the supplement dated as of November 13, 2013, the supplement dated as of January 23, 2014, Representative Supplement No. 10, dated as of February 19, 2015 and Representative Supplement No. 11, dated as of February 19, 2015 (the “Eleventh Supplement”) (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 Eleventh Supplement, the Company has previously designated its 5 18% Senior Secured Notes due 2025 (the “Notes”) issued pursuant to the Indenture dated as of February 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, certain other parties thereto, Wilmington Trust, National Association, as Trustee (the “Trustee”) as a Series of “Senior Class Debt”.

C. On the date of the Indenture, the Company issued $750,000,000 aggregate principal amount of Notes (the “Original Notes”).

D. On the date hereof, the Company is issuing an additional $810,000,000 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 Class Debt 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 pursuant to the 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. The Trustee is executing

 

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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 Representative 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 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 5.13 of the First-Lien Intercreditor Agreement, the Senior Class Debt 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 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 Representative Supplement, in its capacity as the 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 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 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.

 

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SECTION 3. Within 60 days following the date hereof (or such later date as the Collateral Agent may agree to in its sole discretion), 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 2020 Notes, the 2022 Notes, the 2023 Notes and the 2025 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 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 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 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 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.

 

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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. 12.

 

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IN WITNESS WHEREOF, the Senior Class Debt 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 Senior Class Debt Representative for the holders of the Notes,
By:  

/s/ Joseph P. O’Donnell

Name:   Joseph P. O’Donnell
Title:   Vice President

 

Address for notices:  

246 Goose Lane, Suite

105 Guilford, CT 06437

 

Attention of:   Joseph O’ Donnell
Telecopy:   203-453-1183

 

[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]


Acknowledged by:
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent,
  By:  

/s/ Anca Trifan

    Name:   Anca Trifan
    Title:   Managing Director
  By:  

/s/ Dusan Lazarov

    Name:   Dusan Lazarov
    Title:   Director

 

[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]


UNIVISION COMMUNICATIONS INC.,
as Company
  By:  

/s/ Peter Lori

    Name:   Peter Lori
    Title:   Interim Chief Financial Officer and Executive Vice President Finance and Chief Accounting Officer

UNIVISION OF PUERTO RICO INC.,

as Subsidiary Borrower

  By:  

/s/ Peter Lori

    Name:   Peter Lori
    Title:   Interim Chief Financial Officer and Executive Vice President Finance and Chief Accounting Officer

 

[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]


BROADCAST MEDIA PARTNERS HOLDINGS, INC.,
By:  

/s/ Peter Lori

  Name:   Peter Lori
  Title:   Interim Chief Financial Officer and Executive Vice President Finance and Chief Accounting Officer

 

[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]


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, G.P.

KUVI 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

NEW UNIVISION DEPORTES, LLC

NEW UNIVISION ENTERPRISES, LLC

PTI HOLDINGS, INC.

SERVICIO DE INFORMACION PROGRAMATIVA, INC.

STATION WORKS, LLC

THE UNIVISION NETWORK LIMITED PARTNERSHIP

TICHENOR LICENSE CORPORATION

TMS LICENSE CALIFORNIA, INC.

UFERTAS, LLC

UNIMAS ALBUQUERQUE LLC

UNIMAS BAKERSFIELD LLC

UNIMAS BOSTON LLC

UNIMAS CHICAGO LLC

UNIMAS D.C. LLC

UNIMAS DALLAS LLC

UNIMAS FRESNO LLC

UNIMAS HOUSTON LLC

UNIMAS LOS ANGELES LLC

UNIMAS MIAMI LLC

UNIMAS NETWORK

UNIMAS OF SAN FRANCISCO, INC.

UNIMAS ORLANDO INC.

UNIMAS PARTNERSHIP OF DOUGLAS

UNIMAS PARTNERSHIP OF FLAGSTAFF

UNIMAS PARTNERSHIP OF FLORESVILLE

UNIMAS PARTNERSHIP OF PHOENIX

UNIMAS PARTNERSHIP OF SAN ANTONIO

UNIMAS PARTNERSHIP OF TUCSON

UNIMAS SACRAMENTO LLC

UNIMAS SAN FRANCISCO LLC

UNIMAS SOUTHWEST LLC

UNIMAS TAMPA EEC

UNIMAS TELEVISION GROUP, INC.

UNIVISION 24/7, LLC

UNIVISION ATLANTA LLC

UNIVISION CLEVELAND LLC

UNIVISION DEPORTES, LLC

UNIVISION EMERGING NETWORKS, LLC

UNIVISION ENTERPRISES, EEC

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

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.

UNI VISION STUDIOS, EEC

UNIVISION TELEVISION GROUP. INC.

UNIVISION TEXAS STATIONS LLC

UNIVISION TL NOVELAS, LLC

UNIVISION IP HOLDINGS, LLC

UVN TEXAS L.P.

WADO RADIO, INC.

WADO-AM LICENSE CORP.

WGBO LICENSE PARTNERSHIP, G.P.

WLH/WSUR LICENSE PARTNERSHIP, G.P.

WLTV LICENSE PARTNERSHIP, G.P.

WLXX-AM LICENSE CORP.

WUVC LICENSE PARTNERSHIP G.P.

WPAT-AM LICENSE CORP.

WQBA-AM LICENSE CORP.

WQBA-FM LICENSE CORP.

WXTV LICENSE PARTNERSHIP, G.P.

 

 

   By:  

/s/ Peter H. Lori

     Name:   Peter H. Lori
     Title:   Interim Chief Financial Officer and Executive
       Vice President and
       Chief Accounting Officer

 

[SIGNATURE PAGE TO REPRESENTATIVE SUPPLEMENT NO. 12 TO THE INTERCREDITOR AGREEMENT]