(c) Section 2.1 of the Investment Agreement shall be amended as follows: thereference to the number “526,075 (five hundred twenty six thousand and seventyfive)” in such Section shall be deleted and replaced with “526,336 (five hundredtwenty-six thousand three hundred thirty-six)”.(d) Section 3.4(a) of the Investment Agreement shall be amended as follows:(i) the reference to the number “9,995,418” in such Section shall be deletedand replaced with “10,000,381”; and(ii) the reference to the number “2,000” in such Section shall be deletedand replaced with “1,000”.(e) Schedule 3.4(a) to the Investment Agreement shall be replaced with the contentsof Schedule 3.4(a) hereto.(f) Section 3.4(c) of the Investment Agreement shall be amended as follows: thereference to the number “7.46%” in such Section shall be deleted and replaced with“7.47%”.(g) Schedule 3.4(c) to the Investment Agreement shall be replaced with the contentsof Schedule 3.4(c) hereto.(h) Section 6.14 of the Investment Agreement shall be amended as follows:(i) the reference to “(the ‘2011 Program License Agreement’)” inclause (i) of such Section shall be deleted and replaced with “(as amendedfrom time to time, the ‘2011 Program License Agreement’)”.(ii) the reference to “(the ‘IPRA Amendment’)” in clause (iii) ofsuch Section shall be deleted and replaced with “(as amended from time totime, the ‘IPRA Amendment’)”.(iii) the reference to “(the ‘Mexico License Agreement’)” in clause(iv) of such Section shall be deleted and replaced with “(as amended fromtime to time, the ‘Mexico License Agreement’)”.(iv) the reference to “(the ‘Sales Agency Agreement’)” in clause (v)of such Section shall be deleted and replaced with “(as amended from time totime, the ‘Sales Agency Agreement’)”.2. Representations.(a) Each of BMP, BMPS2 and Univision represent and warrant to Televisa and Pay-TVthat (i) all corporate and limited liability company action necessary for theauthorization, execution, and delivery of this Amendment by it have been taken andobtained; (ii) this Amendment has been duly and validly executed and delivered by itand (assuming due authorization,
 
2

 
execution and delivery by theother Parties hereto) shall be valid and legally binding upon it and enforceableagainst it, except to the extent the enforceability thereof may be limited bybankruptcy laws, insolvency laws, reorganization laws, moratorium laws or other lawsof general applicability affecting creditors’ rights generally or by generalequitable principles (regardless of whether enforcement is sought in a proceeding inequity or at law); and (iii) its execution or delivery of this Amendment does notand will not conflict with or violate any provision of its organizational documentsor any other agreements or binding arrangements entered into by and among BMP,BMPS2, Univision, or their respective subsidiaries or any of the Principal Investorsand any of their respective shareholders or Affiliates.(b) Each of Televisa and Pay-TV represent and warrant to BMP, BMPS2 and Univisionthat (i) all corporate and limited liability company action necessary for theauthorization, execution, and delivery of this Amendment by it have been taken andobtained; (ii) this Amendment has been duly and validly executed and delivered by itand (assuming due authorization, execution and delivery by the other Parties hereto)shall be valid and legally binding upon it and enforceable against it, except to theextent the enforceability thereof may be limited by bankruptcy laws, insolvencylaws, reorganization laws, moratorium laws or other laws of general applicabilityaffecting creditors’ rights generally or by general equitable principles (regardlessof whether enforcement is sought in a proceeding in equity or at law); and (iii) itsexecution or delivery of this Amendment does not and will not conflict with orviolate any provision of its organizational documents.3. Deliveries. Simultaneously with the execution and delivery of this Amendment, BMP isdelivering to Multimedia Telecom, S.A. de C.V. (or to Televisa or a subsidiary of Televisa asTelevisa may designate) a certificate for 253 shares of Class C Common Stock, a certificate in thename of BMPS2 for 8 shares of Class C Common Stock, and a replacement page for the TV Debenturecorrecting the typographical error in the conversion rate as reflected in accordance with thisAmendment.4. Effectiveness. This Amendment shall be effective upon delivery of executed signaturepages by all Parties hereto.5. Reference to and Effect on the Investment Agreement; Ratification.(a) Except as specifically amended above, the Investment Agreement is and shall continue to bein full force and effect and is hereby ratified and confirmed in all respects.(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiverof any right, power or remedy of any Party hereto under the Investment Agreement, or constitute awaiver of any provision of any other agreement.(c) Upon the effectiveness of this Amendment, each reference in the Investment Agreement to“Investment Agreement”, “hereto”, “hereunder”, “hereof” or words of like import referring to theInvestment Agreement, and, for the avoidance of doubt, each reference in any other TransactionDocuments to “the Investment Agreement”, “thereto”, “thereof”, “thereunder”or words of like import referring to the Investment Agreement, shall mean and be a referenceto the Investment Agreement as amended hereby.
 
3

 
6. Execution of Counterparts. This Amendment may be executed in any number ofcounterparts and by different Parties hereto on separate counterparts, each of which counterparts,when so executed and delivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute but one and the same Amendment.7. Governing Law. This Amendment and the negotiation, execution, performance ornonperformance, interpretation, construction and all matters based upon, arising out of or relatedto this Amendment, whether arising in law or in equity (collectively, the “CoveredMatters”), and all claims or causes of action (whether in contract or tort) that may be basedupon, arise out of or relate to the Covered Matters, except for documents, agreements andinstruments that specify otherwise, shall be governed by the laws of the State of Delaware withoutgiving effect to its principles or rules of conflict of laws to the extent that such principles orrules would require or permit the application of laws of another jurisdiction.8. Headings. The Section headings used or contained in this Amendment are for convenienceof reference only and shall not affect the construction of this Amendment.9. Severability. In the event that any provision hereof would, under applicable Law(other than Federal Communications Laws, in which case any modification or limitation must beagreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the otherhand (or, if there are no Principal Investors, the agreement of Televisa and the Board of theCompany shall be required)), be invalid or unenforceable in any respect, such provision shall beconstrued by modifying or limiting it so as to be valid and enforceable to the maximum extentcompatible with, and possible under, applicable Law. The provisions hereof are severable, and inthe event any provision hereof should be held invalid or unenforceable in any respect pursuant tothe preceding sentence, it shall not invalidate, render unenforceable or otherwise affect any otherprovision hereof.10. Interpretation. Whenever the context and construction so require, all words used inthe singular number herein shall be deemed to have been used in the plural, and vice versa, and themasculine gender shall include the feminine and neuter and the neuter shall include the masculineand feminine.[The remainder of the page is intentionally left blank.]
 
4

 
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by theirrespective officers hereunto duly authorized as of the day and year first above written.