EX-4.1(b)



 Exhibit 4.1(b) 

SUPPLEMENT 
 SUPPLEMENT
(this “Supplement”), dated as of February 14, 2011, to (i) the First-Lien Guarantee and Collateral Agreement, dated as of March 29, 2007 (the “First-Lien Guarantee and Collateral Agreement”), among
BROADCAST MEDIA PARTNERS HOLDINGS, INC., a Delaware corporation (“Holdings”), UMBRELLA ACQUISITION, INC., a Delaware corporation (“Merger Sub”) to be merged with and into UNIVISION COMMUNICATIONS INC. (the
“US Borrower”), UNIVISION OF PUERTO RICO INC., a Delaware corporation (“Subsidiary Borrower” and together with the US Borrower, the “Borrowers” and each, a “Borrower”), each
subsidiary of the Borrowers from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and
Holdings are referred to collectively herein as the “Grantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as first-lien collateral agent (in such capacity, the “First-Lien Collateral Agent”) for the Secured Parties (as
defined therein), (ii) the Intercompany Subordination Agreement, dated as of March 29, 2007 (the “Intercompany Subordination Agreement”), among Holdings, the US Borrower, the Subsidiary Borrower, the other subsidiaries of
the US Borrower party thereto and the First-Lien Collateral Agent, (iii) the Intercreditor Agreement, dated as of March 29, 2007 (the “Original Intercreditor Agreement”), among Holdings, Merger Sub, the Borrowers, certain
other Grantors (as defined therein) and the Administrative Agent, in its capacity as First-Lien Collateral Agent and second-lien collateral agent and (iv) the First-Lien Intercreditor Agreement, dated as of July 9, 2009 (the
“First-Lien Intercreditor Agreement”), among the US Borrower, the Subsidiary Borrower, the other Grantors (as defined therein) from time to time party thereto, the First-Lien Collateral Agent, in its capacity as Authorized
Representative for the Credit Agreement Secured Parties (as each such term is defined therein), Wilmington Trust FSB, as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined therein) and each additional
Authorized Representative from time to time party thereto for the other Additional First-Lien Secured Parties of the Series (as each such term is defined therein) with respect to which it is acting in such capacity. 

A. Reference is made to the Credit Agreement, dated as of March 29, 2007 as amended as of June 19, 2009, and as amended and restated
as of October 26, 2010 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the lenders from time to time party
thereto (the “Lenders”), and Deutsche Bank AG New York Branch, as administrative agent for the Lenders, as First-Lien Collateral Agent and as second-lien collateral agent. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, the
First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement or the First-Lien Intercreditor Agreement, referred to therein, as applicable. 







 C. The Grantors have entered into each of the First-Lien Guarantee and Collateral Agreement, the
Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement in order to induce the First-Lien Lenders to make First Lien Loans and the Issuing Banks to issue Letters of Credit.
Section 7.16 of the First-Lien Guarantee and Collateral Agreement provides that additional Restricted Subsidiaries of the Borrowers shall become Subsidiary Guarantors and Grantors under the First-Lien Guarantee and Collateral Agreement
by execution and delivery of an instrument in the form of this Supplement. Section 8 of the Intercompany Subordination Agreement provides that additional Restricted Subsidiaries of the US Borrower shall become Parties (as defined
therein) to the Intercompany Subordination Agreement by execution and delivery of a counterpart or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 8.18 of the Original
Intercreditor Agreement provides that additional Subsidiaries of the US Borrower which become Subsidiary Guarantors (as defined in the Original Intercreditor Agreement) after the date thereof shall become Grantors under the Original Intercreditor
Agreement by execution and delivery of a counterpart or an assumption agreement in form and substance reasonably satisfactory to the First-Lien Collateral Agent. Section 5.16 of the First-Lien Intercreditor Agreement provides that
additional Subsidiaries of the US Borrower shall become Grantors under the First-Lien Intercreditor Agreement by execution and delivery of a supplement or joinder agreement in form and substance reasonably satisfactory to the First-Lien Collateral
Agent. The undersigned subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the First Lien Guarantee and
Collateral Agreement, a Party to the Intercompany Subordination Agreement, a Grantor under the Original Intercreditor Agreement and a Grantor under the First-Lien Intercreditor Agreement in order to induce the Lenders to make additional Loans and
the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, and to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan
Parties. 
 Accordingly, the First-Lien Collateral Agent and the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below
becomes a Grantor and Subsidiary Guarantor under the First-Lien Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to
all the terms and provisions of the First-Lien Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor
and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). In furtherance of the foregoing, the New
Subsidiary, as security for the payment and performance in full of the 

  
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Obligations (as defined in the First-Lien Guarantee and Collateral Agreement), does hereby create and grant to the First-Lien Collateral Agent, its successors and permitted assigns, for the
ratable benefit of the Secured Parties (and, to the extent provided in Section 9.01 of the First-Lien Guarantee and Collateral Agreement, for the equal and ratable benefit of the Existing Senior Note Holders), their successors and
permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the First-Lien Guarantee and Collateral Agreement) of the New Subsidiary. Each reference
to a “Grantor” or a “Subsidiary Guarantor” in the First-Lien Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The First-Lien Guarantee and Collateral Agreement is hereby incorporated herein by
reference. 
 SECTION 2. In accordance with Section 8 of the Intercompany Subordination Agreement, the New Subsidiary by its
signature below becomes a Party to the Intercompany Subordination Agreement with the same force and effect as if originally named therein as a Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of, the Intercompany
Subordination Agreement applicable to it as a Party thereunder and (b) represents and warrants that the representations and warranties made by it as a Party thereunder are true and correct in all material respects on and as of the date hereof
(for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Party” in the Intercompany Subordination Agreement shall be deemed to include the New Subsidiary. The Intercompany
Subordination Agreement is hereby incorporated herein by reference. 
 SECTION 3. In accordance with Section 8.18 of the
Original Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the Original Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby
(a) agrees to all terms and provisions of the Original Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and
correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in the Original Intercreditor Agreement shall be
deemed to include the New Subsidiary. The Original Intercreditor Agreement is hereby incorporated herein by reference. 
 SECTION 4. In
accordance with Section 5.16 of the First-Lien Intercreditor Agreement, the New Subsidiary by it signature below becomes a Grantor under the First-Lien Intercreditor Agreement with the same force and effect as if originally named therein
as a Grantor and the New Subsidiary hereby (a) agrees to all terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties
made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof). Each reference to a “Grantor” in
the First-Lien Intercreditor Agreement shall be deemed to include the New Subsidiary. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference. 

  
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 SECTION 5. The New Subsidiary represents and warrants to the First-Lien Collateral Agent and the
other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. 

SECTION 6. This Supplement may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute one instrument. This Supplement shall become effective when the First-Lien Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Subsidiary and the First-Lien Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of
this Supplement. 
 SECTION 7. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached
hereto is a true and correct schedule of (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Intellectual Property now owned by the New Subsidiary and (b) set forth under
its signature hereto, is the true and correct legal name of the New Subsidiary and its jurisdiction of organization. 
 SECTION 8. Except as
expressly supplemented hereby, each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall remain in full force and
effect. 
 SECTION 9. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF). 
 SECTION 10. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Guarantee and Collateral Agreement, the Intercompany
Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). 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. 

  
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 SECTION 11. All communications and notices hereunder shall (except as otherwise expressly
permitted by the each of the First-Lien Guarantee and Collateral Agreement, the Intercompany Subordination Agreement, the Original Intercreditor Agreement and the First-Lien Intercreditor Agreement) be in writing and given as provided in
Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement. 

SECTION 12. The New Subsidiary agrees to reimburse the First-Lien Collateral Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the First-Lien Collateral Agent. 

  
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 IN WITNESS WHEREOF, the New Subsidiary and the First-Lien Collateral Agent have duly executed
this Supplement as of the date first above written. 
  

							
	TUTV LLC,
			
		 	by	 	 /s/ John Paul Aceves

		 		 	Name:	 	John Paul Aceves
		 		 	Title:	 	Assistant Secretary
			
		 		 	Jurisdiction of Formation: Delaware
			
		 		 	Address for Notices:
			
		 		 	605 Third Avenue, 12th Floor
		 		 	New York, New York 10158
		 		 	 Attention: Chief Financial Officer
  

with a copy to:

			
		 		 	5999 Center Drive
		 		 	Los Angeles, California 90045
		 		 	Attention: General Counsel









 
							
	DEUTSCHE BANK AG NEW YORK BRANCH, as First-Lien Collateral Agent,
			
		 	by	 	 /s/ Susan LeFevre 

		 		 	Name:	 	Susan LeFevre
		 		 	Title:	 	Managing Director
			
		 	by	 	 /s/ Evelyn Thierry 

		 		 	Name:	 	Evelyn Thierry
		 		 	Title:	 	Director


 Signature page to Supplement 







 Collateral of the New Subsidiary 

EQUITY INTERESTS 
 None. 

PLEDGED DEBT SECURITIES 
 None.

 INTELLECTUAL PROPERTY 
 None.