EX-4.6(b)



 Exhibit 4.6(b) 

REPRESENTATIVE SUPPLEMENT NO. 2 dated as of May 9, 2011 to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of July 9, 2009 as
supplemented by the joinder agreement, dated as of October 26, 2010 and the supplement dated as of February 14, 2011, (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 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 7⁄8% Senior Secured Notes (the “Notes”) to be is sued by the Company pursuant to the Indenture dated as of the date hereof
(the “Indenture”) among the Company, certain other parties thereto, Wilmington Trust FSB, as Trustee (the “Trustee”) and to secure such Additional First-Lien Obligations under the Indenture and the Notes (being referred to 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, 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. 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, 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 security documents securing
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 applicable to it as an Authorized Representative and to the Senior Class Debt Parties that it represents as Additional First-Lien Secured Parties and security documents
securing Additional First-Lien Obligations. 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 among the Company, the Collateral Agent and certain other parties thereto (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Security Agreement”) and the other 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 2014 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 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. 

  
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 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. 

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. 2. 

  
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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 FSB,
 in its
capacity as Trustee
 under the Indenture,
 as New
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 the Intercreditor Joinder 







 Acknowledged by: 

DEUTSCHE BANK AG NEW YORK BRANCH, 
 as Collateral Agent, 

			
	
		
	By:		/s/ Susan LeFevre
			 Name: Susan LeFevre
 Title : Managing
Director

		
	By:		/s/ Mary Kay Coyle
			 Name: Mary Kay Coyle
 Title : Managing
Director


 Signature Page to the Intercreditor Joinder 







 
			
	 UNIVISION COMMUNICATIONS INC.,
 as
Company

		
	By:		/s/ Peter H. Lori
			 Name:     Peter H. Lori

Title:       Executive Vice President, Corporate

                Controller and Chief Accounting

                Officer



  

			
	 UNIVISION OF PUERTO RICO INC.,
 as
Subsidiary Borrower

		
	By:		/s/ Peter H. Lori
			 Name:     Peter H. Lori

Title:       Senior Vice President, Controller

                and Chief Accounting Officer



 [Signature Page to Representative Supplement No. 2] 







 
			
	 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. NO. 1

LICENSE CORP. NO. 2
 MI CASA PUBLICATIONS, INC.

SERVICIO DE INFORMACION PROGRAMATIVA, INC.
 SPANISH COAST-TO-COAST
LTD.
 T C TELEVISION, INC.
 TICHENOR 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 MANAGEMENT COMPANY, INC.

UNIVISION RADIO NEW MEXICO, INC.
 UNIVISION RADIO NEW YORK,
INC.
 UNIVISION RADIO PHOENIX, INC.
 UNIVISION RADIO
SACRAMENTO, INC.
 UNIVISION RADIO SAN DIEGO, INC.
 UNIVISION
RADIO SAN FRANCISCO, INC.
 UNIVISION RADIO TOWER COMPANY, 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/ Peter H. Lori
			 Name: Peter H. Lori

Title:   Senior Vice President, Chief Accounting

            Officer



 [Signature Page to Representative Supplement No. 2] 








	
	 

  

			
	 EL TRATO, INC.
 GALAVISION, INC.

HPN NUMBERS, INC.
 KAKW LICENSE PARTNERSHIP, L.P.

KDTV LICENSE PARTNERSHIP, G.P.
 KFTV LICENSE PARTNERSHIP, G.P.

KMEX LICENSE PARTNERSHIP, G.P.
 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.
 PTI HOLDINGS, INC.

STATION WORKS, LLC
 TELEFUTURA ALBUQUERQUE LLC

TELEFUTURA BAKERSFIELD LLC
 TELEFUTURA BOSTON 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 DOUGLAS

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
 TUTV LLC
 UNIVISION ATLANTA LLC

UNIVISION CLEVELAND LLC
 UNIVISION HOME ENTERTAINMENT, INC.

UNIVISION INTERACTIVE MEDIA, INC.
 UNIVISION INVESTMENTS, INC.

UNIVISION MANAGEMENT CO.
 UNIVISION NETWORK PUERTO RICO PRODUCTION
LLC
 UNIVISION NETWORKS & STUDIOS, INC.
 (F/K/A
SUNSHINE ACQUISITION CORP.)
 UNIVISION NEW YORK LLC
 UNIVISION
OF ATLANTA INC.
 UNIVISION OF NEW JERSEY INC.
 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
SERVICES, INC.
 UNIVISION STUDIOS, LLC
 UNIVISION TELEVISION
GROUP, INC.
 UNIVISION TEXAS STATIONS LLC
 UNIVISION-EV
HOLDINGS, LLC
 UVN TEXAS L.P.
 WGBO LICENSE PARTNERSHIP,
G.P.
 WLTV LICENSE PARTNERSHIP, G.P.
 WXTV LICENSE PARTNERSHIP,
G.P.


  

			
	
		
	By:	 	/s/ Peter H. Lori
		 	 Name: Peter H. Lori
 Title:  
Senior Vice President,
             Controller and Chief

            Accounting Officer



 [Signature Page to Representative Supplement No. 2] 







 
			
	 HBCi, LLC
 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/ Peter H. Lori
			 Name: Peter H. Lori
 Title:   Vice
President, Assistant Secretary
             and Assistant Treasurer



 [Signature Page to Representative Supplement No. 2] 







 
			
	BROADCAST MEDIA PARTNERS HOLDINGS, INC.
		
	By:		/s/ Andrew W. Hobson
			 Name: Andrew W. Hobson
 Title:
  Senior Executive Vice President and
             Chief Financial
Officer



 [Signature Page to Representative Supplement No. 2] 







 Schedule I to the 

Supplement to the 
 First-Lien
Intercreditor Agreement 
 Grantors 

1. Univision Communications, Inc. 
 2. Broadcast Media Partners
Holdings, Inc. 
 3. HPN Numbers, Inc. 
 4. El Trato, Inc. 

5. Galavision, Inc. 
 6. HBCi, LLC 

7. KAKW License Partnership, L.P. 
 8. KCYT-FM License Corp. 

9. KDTV License Partnership, G.P. 
 10. KECS-FM License Corp. 

11. KESS-AM License Corp. 
 12. KESS-TV License Corp. 

13. KFTV License Partnership, G.P. 
 14. KHCK-FM License Corp.

 15. KICI-AM License Corp. 
 16. KICI-FM License Corp. 

17. KLSQ-AM License Corp. 
 18. KLVE-FM License Corp. 

19. KMEX License Partnership, G.P. 
 20. KMRT-AM License Corp.

 21. KTNQ-AM License Corp. 
 22. KTVW License Partnership,
G.P. 
 23. KUVI License Partnership, G.P. 
 24. KUVN License
Partnership, L.P. 
 25. KUVS License Partnership, G.P. 
 26.
KWEX License Partnership, L.P. 
 27. KXLN License Partnership, L.P. 

28. License Corp. No. 1 
 29. License Corp. No. 2 

30. Mi Casa Publications, Inc. 
 31. PTI Holdings, Inc. 

32. Servicio de Informacion Programativa, Inc. 
 33. Spanish
Coast-to-Coast Ltd. 
 34. Station Works, LLC 
 35. Univision
Networks & Studios, Inc. 
 36. T C Television, Inc. 

37. Telefutura Albuquerque LLC 







 38. Telefutura Bakersfield LLC 

39. Telefutura Boston LLC 
 40. Telefutura Chicago LLC 

41. Telefutura D.C. LLC 
 42. Telefutura Dallas LLC 

43. Telefutura Fresno LLC 
 44. Telefutura Houston LLC 

45. Telefutura Los Angeles LLC 
 46. Telefutura Miami LLC 

47. Telefutura Network 
 48. Telefutura of San Francisco, Inc.

 49. Telefutura Orlando Inc. 
 50. Telefutura Partnership of
Douglas 
 51. Telefutura Partnership of Flagstaff 
 52.
Telefutura Partnership of Floresville 
 53. Telefutura Partnership of Phoenix 

54. Telefutura Partnership of San Antonio 
 55. Telefutura
Partnership of Tucson 
 56. Telefutura Sacramento LLC 
 57.
Telefutura San Francisco LLC 
 58. Telefutura Southwest LLC 

59. Telefutura Tampa LLC 
 60. Telefutura Television Group, Inc.

 61. The Univision Network Limited Partnership 
 62. Tichenor
LicenseCorporation 
 63. TMS License California, Inc. 
 64.
Univision Atlanta LLC 
 65. Univision Cleveland LLC 
 66.
Univision Home Entertainment, Inc. 
 67. Univision Interactive Media, Inc. 

68. Univision Investments, Inc. 
 69. Univision Management Co.

 70. Univision Network Puerto Rico Production LLC 
 71.
Univision New York LLC 
 72. Univision of Atlanta Inc. 
 73.
Univision of New Jersey Inc. 
 74. Univision of Puerto Rico Inc. 

75. Univision of Raleigh, Inc. 
 76. Univision Philadelphia LLC

 77. Univision Puerto Rico Station Acquisition Company 
 78.
Univision Puerto Rico Station Operating Company 
 79. Univision Puerto Rico Station Production Company 

80. Univision Radio Broadcasting Puerto Rico, L.P. 
 81. Univision
Radio Broadcasting Texas, L.P. 
 82. Univision Radio Corporate Sales, Inc. 

83. Univision Radio Florida, LLC 

  
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 84. Univision Radio Fresno, Inc. 

85. Univision Radio GP, Inc. 
 86. Univision Radio Houston License
Corporation 
 87. Univision Radio Illinois, Inc. 
 88.
Univision Radio Investments, Inc. 
 89. Univision Radio Las Vegas, Inc. 

90. Univision Radio License Corporation 
 91. Univision Radio Los
Angeles, Inc. 
 92. Univision Radio Management Company, Inc. 

93. Univision Radio New Mexico, Inc. 
 94. Univision Radio New
York, Inc. 
 95. Univision Radio Phoenix, Inc. 
 96. Univision
Radio Sacramento, Inc. 
 97. Univision Radio San Diego, Inc. 

98. Univision Radio San Francisco, Inc. 
 99. Univision Radio
Tower Company, Inc. 
 100. Univision Radio, Inc. 
 101.
Univision Services, Inc. 
 102. Univision Television Group, Inc. 

103. Univision Texas Stations LLC 
 104. Univision-EV Holdings,
LLC 
 105. UVN Texas L.P. 
 106. WADO Radio, Inc. 

107. WADO-AM License Corp. 
 108. WGBO License Partnership, G.P.

 109. WLII/WSUR License Partnership, G.P. 
 110. WLTV License
Partnership, G.P. 
 111. WLXX-AM License Corp. 
 112. WPAT-AM
License Corp. 
 113. WQBA-AM License Corp. 
 114. WQBA-FM
License Corp. 
 115. WUVC License Partnership G.P. 
 116. WXTV
License Partnership, G.P. 
 117. Univision Studios, LLC 
 118.
TuTV, LLC 

  
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