Exhibit 4.23
 Execution Version
 Amended and restated  By-Laws  of  Broadcasting Media Partners, Inc.  (a Delaware corporation ( Corporation )
   Stockholders
 Annual Meetings
 Special Meetings
 Notice of Meetings
 Stockholder Lists




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Quorum
 Organization
 Voting; Proxies; Required Vote
  2




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provided however
  Inspectors
  3




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Board of Directors
 General Powers
 Qualification; Number; Term; Remuneration provided
   Quorum and Manner of Voting
   4




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Alternate Director provided
 Places of Meetings
 Annual Meeting
 Regular Meetings provided
 Special Meetings
 Notice of Special Meetings Special Board Meeting Notice
  5




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Organization
 Resignation; Removal provided
 Vacancies provided provided further
  6




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Action by Written Consent
  Committees
 Appointment
 Procedures, Quorum and Manner of Voting
 provided
 Alternate Committee Member provided
  7




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Notice of Special Meetings Special Committee Meeting Notice
 Action by Written Consent
 Term; Termination
  Officers
 Election and Qualifications
  8




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Term of Office and Remuneration
 Resignation; Removal
 Chief Executive Officer
 President
 Vice-President
 Chief Financial Officer
  9




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Secretary
 Treasurer
 Assistant Officers
  Books and Records
 Location
 Addresses of Stockholders
 Fixing Date for Determination of Stockholders of Record
 provided however
  10




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Certificates Representing Stock
 Certificates; Signatures provided
  11




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Transfers of Stock
 Fractional Shares
  Lost, Stolen or Destroyed Certificates
  Dividends
   12




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Ratification
   Corporate Seal
   Fiscal Year
   Waiver of Notice
   13




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Bank Accounts, Drafts, Contracts, Etc.
 Bank Accounts and Drafts
 Contracts
 Proxies; Powers of Attorney; Other Instruments
 Financial Reports
 Definitions
  Acquisition Holdco
  14




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Affiliate provided however
 Affiliated Fund
 Alternate Committee Member Section 3 Article III
 Alternate Director Section 2(b) Article II
 BMPH
 BMPS1
 BMPS2
 BMPS1 LLC Agreement
 BMPS2 LLC Agreement
 Board of Directors
 Business Day
 Certificate of Incorporation
 Class A Common Stock
  15




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Class B Common Stock
 Class C Common Stock
 Class D Common Stock
 Co-Investment Vehicle
 Common Stock
 Convertible Securities provided
 Corporation
 Exchange Act
  16




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Family Member clauses (a) (c)
 FCC
 Federal Communications Laws
 Governmental Authority
 Group provided
 Initial Public Offering
 Investment Agreement
 Law
 Majority in Interest
 Majority MDP Investors
 Majority PEP Investors
  17




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Majority PITV Investors provided provided clause (a) provided further provided further
 Majority Principal Investors provided clause (a) provided further provided further
 Majority SCG Investors
 Majority Televisa Investors
 Majority THL Investors
 Majority TPG Investors
 MDP
  18




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MDP Co-Investment Vehicles
 MDP Investors
 Minimum Total Combined Investment
 Participation, Registration Rights and Coordination Agreement
 PEP
 PEP Co-Investment Vehicles
  19




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PEP Investors
 Permitted Transferee Saban subclause (i) to (iii) clause (b) clauses (a) (c)
 Person
 PITV Investor Group provided however
  20




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PITV Investors provided provided further 3.8
 Preferential Rights
 Principal Investor
 Principal Investor Agreement
 Principal Investor Group provided however provided further 3.8 provided further
 Principal Investor Sell-Down
 Public Offering
 Restricted Person
 Saban Arrangements
  21




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SCG Investors
 Securities Act
 Service Agreements
 Shares
 Special Board Meeting Notice Section 8 Article II
 Special Committee Meeting Notice Section
3 Article III
 Stockholders Agreement
 subsidiary
 Televisa
 Televisa Board Designee
 Televisa Closing
 Televisa Investors clause (ii) provided clauses (i) (ii) (iii) provided further
  22




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Televisa Sell-Down
 THL
 THL Co-Investment Vehicles
 THL Investors
 Total Combined Investment
 TPG
 TPG Co-Investment Vehicles
  23




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TPG Investors
 Transaction Agreements
 Transfer
 TV Debentures
  24




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TV Warrants
 Units
  Amendments
   Relationship to Transaction Agreements
    25