**AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT**This Amended and Restated Principal Investor Agreement (the “Agreement”) is made as ofDecember 20, 2010 by and among:(i) Broadcasting Media Partners, Inc., a Delaware corporation (f/k/a Umbrella Holdings, LLC,and together with its successors and permitted assigns, the “Company”);(ii) Broadcast Media Partners Holdings, Inc., a Delaware corporation (together with itssuccessors and permitted assigns, “BMPH”);(iii) Univision Communications Inc., successor in interest to Umbrella Acquisition, Inc., aDelaware corporation (“Univision”);(iv) each Person executing this Agreement as a Principal Investor (collectively with theirPermitted Transferees and so long as they are members of a Principal Investor Group, the“Principal Investors”); and(v) Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico (collectivelywith its Permitted Transferees, “Televisa”).**RECITALS**1. Each of the Company, BMPH and Umbrella Acquisition, Inc. (“Acquisition Sub”), wereformed for the purpose of engaging in a transaction in which Acquisition Sub was merged with andinto Univision, on March 29, 2007 (the “Merger Closing”), with Univision surviving (the“Merger”) pursuant to an Agreement and Plan of Merger between the Company, Acquisition Suband Univision dated as of June 26, 2006 (as amended from time to time, the “MergerAgreement”).2. Upon the Merger Closing, shares of common stock of Acquisition Sub were automaticallyconverted into shares of common stock of Univision, and BMPH thereby holds all of the issued andoutstanding common stock of Univision. In addition, and in connection with the Merger Closing, theCompany, BMPH, Univision and the Principal Investors entered into the Principal Investor Agreement,dated as of March 29, 2007 (as amended from time to time, the “2007 Principal InvestorAgreement”).3. On November 23, 2010, the parties to the 2007 Principal Investor Agreement and certainother parties entered into a Recapitalization Agreement (the “Recapitalization Agreement”),pursuant to which the following events occurred (the “Recapitalization”):(i) the Company amended and restated its existing Amended and Restated Certificate ofIncorporation (the “Interim Charter”), which amendment provided for (A) theauthorization of the Class A Common Stock and Class B Common Stock and (B) thereclassification of all shares of the Company’s outstanding common stock into Class ACommon Stock or Class B Common Stock as set forth in the Recapitalization Agreement andthe Interim Charter;
 
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(ii) each Stockholder exchanged the issued and outstanding securities of the Companyand of BMPH held by such Stockholder as follows: (A) each holder of shares of 8.64%Cumulative Preferred Stock of BMPH, par value $.001 per share contributed such shares to theCompany and received, in exchange for such shares, shares of Class A Common Stock and/orClass B Common Stock; (B) each holder of shares of Class A-1 common stock of the Company,par value $.001 per share received, in exchange for such shares, which shares werereclassified as, shares of Class A Common Stock; (C) each holder of shares of Class A-2common stock of the Company, par value $.001 per share received, in exchange for such shares, which shares were reclassified as, shares of Class B Common Stock; (D) each holderof shares of Class L-1 common stock of the Company, par value $.001 per share received, inexchange for such shares, which shares were reclassified as, shares of Class A Common Stock;and (E) each holder of shares of Class L-2 common stock of the Company, par value $.001 pershare received, in exchange for such shares, which shares were reclassified as, shares ofClass B Common Stock in each case, pursuant to the terms of the Interim Charter and theRecapitalization Agreement and subject to the conditions of the Recapitalization Agreement;and(iii) all of the outstanding capital stock of BMPH is currently owned by the Companyand no preferred stock of BMPH is outstanding.3. In connection with the Recapitalization, the parties to the 2007 Principal InvestorAgreement amended and restated such agreement in its entirety (the “2010 Principal InvestorAgreement”).4. Televisa has entered into an Investment Agreement, dated as of the date hereof (as amendedfrom time to time, the “Investment Agreement”) with Pay-TV Venture, Inc., the Company,Univision and BMPI Services II, LLC (“BMPS2”), pursuant to which, among other things, (a)Televisa will, on the terms and conditions set forth therein, acquire, or cause one of itssubsidiaries to acquire, (i) certain shares of Class C Common Stock and Class D Common Stock, (ii)1.5% convertible debentures issued by the Company and convertible into shares of Class A CommonStock, Class B Common Stock, Class C Common Stock and/or Class D Common Stock, as applicable,and/or warrants of the Company exercisable for shares of Class A Common Stock, Class C Common Stockand/or Class D Common Stock, as applicable, and (iii) Units from BMPS2 and (b) Univision will, onthe terms and conditions set forth therein, acquire the TuTV Interest from Pay-TV Venture, Inc.(clauses (a) and (b) collectively, the “Televisa Investment”).5. Immediately following the consummation of the closing of the Televisa Investment pursuantto the terms and conditions of the Investment Agreement (the “Televisa Closing”), theoutstanding Common Stock, Units and Convertible Securities of the Company will be held as set forthon Schedule I hereto.
 
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6. In connection with the Televisa Investment, the parties believe that it is in the bestinterests of the Company, BMPH, Univision and the PITV Investors to amend and restate the 2010Principal Investor Agreement and to replace it in its entirety with this Agreement.**AGREEMENT**Therefore, the parties hereto hereby agree as follows:**1. EFFECTIVENESS; DEFINITIONS**.1.1 Effective Date. This Agreement shall become effective upon the Televisa Closing.1.2 Definitions. Certain terms are used in this Agreement as specifically definedherein. These definitions are set forth or referred to in Section 8 hereof.**2. CONSENT RIGHTS**.2.1 Actions that Require PITV Investor Approval.2.1.1 Actions that Require Majority PITV Investor Approval. Prior to the earlierto occur of (i) a Televisa Sell-Down or (ii) a Principal Investor Sell-Down, in addition to anyother approval required by any applicable provision of the Transaction Agreements, including bySections 2.1.3, 2.2, 2.3 and 2.4 hereof or the Program LicenseAgreement, if any, or by applicable Law, the parties hereto agree that the approval of theMajority PITV Investors shall be required for the Company and/or any of its subsidiaries totake any of the following actions, and the Company shall not, and shall cause its subsidiariesnot to, take any of the following actions without the written approval of the Majority PITVInvestors: (i) *Charter; Bylaws; Stockholders Agreements.* (a) Amend, restate, modify or waive anyprovisions of the certificate of incorporation or bylaws (or similarorganizational documents) of the Company, BMPH, Univision or anysubsidiary thereof; (b) Amend or waive any provisions of theInvestment Agreement, the Stockholders Agreement or theParticipation, Registration Rights and Coordination Agreement; or (c) Exercise any rights of the Majority PITVInvestors under the Stockholders Agreement (other than pursuant toSections 4.2 and 4.3 thereof) or the Participation, RegistrationRights and Coordination Agreement. (ii) *Recapitalization*. Enter into or effect any transactionor series of related transactions that would effect a recapitalization orreclassification of theCompany’s or BMPH’s securities or any of their subsidiaries’ (other thanwholly-owned subsidiaries) securities, including recapitalization into anyform of Convertible Securities or prepaid warrants.
 
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 (iii) *Debt*. Other than borrowings under the Existing DebtDocuments or any other debt agreement that was previously approved by theMajority PITV Investors, incur any indebtedness, assume, guarantee, endorseor otherwise become responsible for the indebtedness of any other Person(provided that the Company or any of its direct or indirectsubsidiaries may provide cross-guarantees for any indebtedness that has beenapproved under this Section 2.1.1(iii)), issue any debt securities,enter into any agreement under which it may incur indebtedness or issue debtsecurities in the future, in an aggregate amount in excess of $100,000,000for all such matters. (iv) *Equity Issuances*. Other than (x) in connection with theCompany’s Initial Public Offering, (y) a Compliant Change of ControlTransaction, or (z) the exercise, conversion or exchange of ConvertibleSecurities outstanding immediately after the Televisa Closing (or TVWarrants) or exercise of Preferential Rights or participation rights byTelevisa Investors or pursuant to the provisions of the TransactionAgreements providing for the exchange of shares of Common Stock for TVWarrants or TV Debentures, authorize, create or issue any equity securitiesor Convertible Securities of the Company or any of its subsidiaries (exceptas may be issued to the Company or any of its wholly-owned subsidiaries orupon exercise of any Convertible Securities of the Company previouslyapproved for issuance pursuant to the provisions of this Section2.1.1(iv)), issue any rights to acquire any equity securities orConvertible Securities of the Company or any of its subsidiaries or grantany registration rights in respect of any such securities or rights, exceptfor equity securities, Convertible Securities, or rights to acquire equitysecurities or Convertible Securities and piggyback registration rightsissued or granted pursuant to management incentive plans approved pursuantto Section 2.2.1. (v) *Public Offering*. (a) In connection with the Company’sInitial Public Offering or any Company Public Offering thereafter, (x)authorize, create or issue any equity securities or Convertible Securitiesof the Company or any of its subsidiaries (except as may be issued to theCompany or any of its wholly-owned subsidiaries), (y) issue any rights toacquire any equity securities or Convertible Securities of the Company orany of its subsidiaries other than to the extent required under theParticipation, Registration Rights and Coordination Agreement or (z) grantany registration rights in respect of any such securities or rights otherthan to the extent required under the Participation, Registration Rights andCoordination Agreement and (b)exercise any rights of the Majority PITV Investors to initiate theCompany’s Initial Public Offering pursuant to paragraph (v) of the firstproviso of Section 3.1.1 of the Participation, Registration Rights andCoordination Agreement.
 
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 (vi) *Size of the Board*. Expand the number of members of theBoard to more than twenty (20) or amend Section 2.7 hereof. (vii) *Prepayment or Modification of Debt*. Other than upon theconsummation of a Compliant Change of Control Transaction, voluntarilyprepay debt of the Company or any of its subsidiaries in an amount in excessof $100,000,000 in any 12-month period (including debt incurred under theExisting Debt Documents, other than the Revolving Credit Facility) or amendor waive any material provisions of any agreement, indenture or similarinstrument governing the terms of any indebtedness or debt securities of theCompany or any of its subsidiaries with a principal amount in excess of$100,000,000 (including material provisions of the Existing Debt Documents). (viii) *Repurchase of Securities, Exercise of Call Rights, Payment of Dividends*.Prior to the closing of the Initial Public Offering, (a) enter into oreffect any transaction or series of related transactions involving therepurchase, exercise of call rights, redemption or other acquisition ofsecurities of the Company or any of its direct or indirect subsidiaries fromany Stockholder or (b) declare or pay any dividend or make any otherdistributions of payments by the Company or any of its subsidiaries (otherthan dividends or distributions payable to the Company or any of itswholly-owned subsidiaries), in each case, other than (x) pursuant to theexercise, conversion or exchange of Convertible Securities outstanding as ofimmediately after the Televisa Closing (or TV Warrants) or previouslyapproved for issuance pursuant to the provisions of Section2.1.1(iv)) by PITV Investors, (y) pursuant to the exercise ofPreferential Rights or participation rights by Televisa Investors orpursuant to the provisions of the Transaction Agreements providing for theexchange of shares of Common Stock for TV Warrants or TV Debentures, or (z)in connection with the consummation of a Compliant Change of ControlTransaction. (ix) *Bankruptcy, etc*. Commence a voluntary case under theBankruptcy Code or any applicable bankruptcy, insolvency or other similarlaw now or hereafter in effect; consent to the entry of an order for reliefin an involuntary case, or the conversion of an involuntary case to avoluntary case, under any such law; consent to the appointment of or takingpossession by a receiver, trustee or other custodian for all or asubstantial part of its property; make a general assignment for the benefitof creditors; or adopt a plan of complete or partial liquidation ordissolution.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION** (x) *Agreement with Venevision*. (a) Amend, restate, modify orwaive any provision of, or extend the term of the Second Amended andRestated International Program License Agreement by and among VenevisionInternational Corporation (“Venevision”) and Univision dated May 18,2010 or (b) enter into any agreement, commitment or arrangement withVenevision related to the same or comparable programming and other mediarights embodied in the agreement referred to in clause (i) above,or, if so approved by the Majority PITV Investors, thereafter amend,restate, modify or waive any provision thereof. (xi) *Annual Budget.*Approve the annual budget of the Companyand its subsidiaries, modify in any material respect any such budget or takeany action that is or would be reasonably likely to result in a materialvariance therefrom; provided, however, that, for any year inwhich an annual budget is not so approved, then the Company shall continueits operations in accordance with the annual budget most recently approvedunder this Section 2.1.1(xi), increased by 5% each fiscal year withrespect to which an annual budget is not approved. (xii) *Certain Litigation*. Settle or compromise any materialclaim, suit, action, arbitration or other proceeding whether administrative,civil or criminal, in law or in equity involving (a) a claim against orpotential loss by the Company and/or its subsidiaries in excess of$100,000,000 or (b) a claim against the Company and/or its subsidiarieswhich would be reasonably likely to result in a material restriction orlimitation on a material portion of the Business; provided, that theTelevisa Investors and their shares will not be counted towards a MajorityPITV Investors’ approval in connection with a material claim, suit, action,arbitration or other proceeding involving Televisa. (xiii) *Material Agreements*. Subject to clause (xv)-(xviii) of this Section2.1.1, enter into, modify or amend in any material respect, or waive anymaterial right under (a) any Contract (or series of related Contracts)providing for the payment to or by the Company or any of its subsidiaries ofmore than $100,000,000; provided, that such Contracts (or series ofrelated Contracts) do not relate to the acquisition, production orscheduling of programs, (b) any Contract (or series of related Contracts)relating to the acquisition of network programming that accounts for morethan *** per week of the programming on a majority of the owned and operatedstations of the Company and its subsidiaries, (c) *** and (d) any Contractproviding for the payment by the Company or any of its subsidiaries ofcompensation (including equity incentives) to Haim Saban and/or hisAffiliates; provided, that the SCG Investors shall be deemed not tobe a Principal Investor Group for purposes of the approval of any suchmatter in clause (d).
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OFTHIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TORULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILEDTHE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION** (xiv) *Employment Agreements*. Enter into or modify or amend in any material respect, orwaive any material right under, any employment agreement with, or agree toprovide other cash or equity based compensation (including stock options,carried interest and benefit packages), to any senior executive of theCompany or its subsidiaries, providing for the payment by the Company or anyof its subsidiaries of more than *** and that would result in such seniorexecutive being amongst the Company’s and its subsidiaries’ ten (10) highestpaid employees, other than agreements for ***. (xv) *Acquisition of Assets*. Enter into or effect anytransaction or series of related transactions involving the purchase, rent,lease, license in, exchange or other acquisition (by merger, consolidationor otherwise) by the Company, BMPH, Univision or any of their respectivesubsidiaries of (a) any assets (including equity interests in any Person)for consideration (including assumed liabilities) having a fair market valuein excess of $250,000,000 per transaction or series of related transactionsother than (i) transactions solely between and among the Company, BMPH,Univision and/or any of their wholly-owned subsidiaries, and (ii) purchases,rentals, leases, licenses, exchanges and other acquisitions of inventory,equipment and supplies in the ordinary course of business, (b) any radiostation or television station in a top twenty (20) DMA for consideration(including assumed debt) having a fair market value in excess of$100,000,000, or (c) any programming involving payment(s) in excess of$100,000,000. (xvi) *Sale of Assets*. Enter into or effect any transaction orseries of related transactions involving the sale, lease out, license out,exchange or other disposition (including by merger, consolidation orotherwise) by the Company or any of its subsidiaries of (a) any assets(including equity interests in any Person) for consideration (includingassumed liabilities) having a fair market value in excess of $250,000,000per transaction or series of related transactions other than (i)transactions solely between and among any of the Company, BMPH, Univisionand/or any of their wholly owned subsidiaries and (ii) sales, leases,licenses, exchanges or other dispositions of products and services of theCompany’s business in the ordinary course of business, (b) any televisionstation or radio station in a top twenty (20) DMA and for consideration(including assumed debt) having a fair market value in excess of$100,000,000, or (c) any programming involving payment(s) in excess of$100,000,000.
 
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 (xvii) *Investments*. (a) Make any loan, advance or capital contribution to anyPerson (other than the Company, BMPH, Univision or any of their wholly ownedsubsidiaries) (i) in an amount in excess of $250,000,000per transaction or series of related transactions, (ii) involving anyradio station or television station in a top twenty (20) DMA and involvingpayment(s) by the Company and/or any subsidiary in excess of $100,000,000,or (iii) in connection with any programming involving payment(s) in excessof $100,000,000, or (b) enter into any joint venture or strategic alliancewhich (i) commits the Company and its subsidiaries to a financialcommitment in excess of (1) $250,000,000 for any such joint venture oralliance or series of related joint ventures or alliances (other than suchjoint venture(s) or alliance(s) relating to programming), or (2)$100,000,000 for any such joint venture or alliance or series of relatedjoint ventures or alliances relating to programming, or (ii) involves anyradio station or television station in a top twenty (20) DMA and involvesa payment by the Company and its subsidiaries in excess of $100,000,000. (xviii) *Agreements or Commitments*. Enter into any agreement or otherwiseobligate or commit the Company or any of its subsidiaries to do any of theforegoing.2.1.2 Receipt of Confidential Information. A Conflicted PITV Investor will havethe right to grant or withhold its approval on the matters set forth in Section 2.1.1hereof and participate in discussions with respect thereto notwithstanding that such ConflictedPITV Investor may not be entitled to Confidential Information pertaining to such matterpursuant to the terms of this Agreement and/or the Stockholders Agreement; providedthat such right to approve and participate in such approval process shall not imply that anyConflicted PITV Investor is entitled to any such Confidential Information; providedfurther that in connection with any Change of Control, the provisions of Sections4.7.3, 4.7.5, 4.7.6. 4.7.7, 4.8.3(b), 4.8.8, 4.8.9, 4.8.10 and/or 10.10.1, as applicable, ofthe Stockholders Agreement shall apply in lieu of the provisions of this Section 2.1.2.2.1.3 Actions that Require Majority Principal Investor Approval and/or Majority VotingPrincipal Investor. (i) *Majority Principal Investor Approval*. Prior to thePrincipal Investor Sell-Down, and in addition to any other approval requiredby, or any other provisions of, the organizational documents of the Company,BMPH and/or Univision, or by applicable Law, the parties hereto agree thatthe approval of the Majority Principal Investors shall be required for theCompany or any of its subsidiaries to take any of the following actions, andthe Company shall not, and shall cause its subsidiaries not to, take any ofthe following actions without the written approval of the Majority PrincipalInvestors: (a) *Stockholders Agreements*. Exercise anyrights of the Majority Principal Investors under the InvestmentAgreement, the Stockholders Agreement, the Participation,Registration Rightsand Coordination Agreement and the certificate of incorporation ofthe Company or BMPH.
 
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 (b) *Drag Along Rights*. Exercise the “DragAlong” rights pursuant to Sections 4.2 or 4.3 of the StockholdersAgreement. (c) *Change of Control*. Effect a Change ofControl. (d) *Program License Agreement*. Notwithstandingother provisions of Section 2.1.1, (i) amend, restate, modifyor waive any provision of, or extend the term of the Program LicenseAgreement, the Second Program License Agreement, the IPRA Amendment,the Sales Agency Agreement or the Mexico License Agreement, (ii)enter into any agreement, commitment or arrangement with Televisarelated to the same or comparable programming and other media rightsembodied in the Program License Agreement, the Second Program LicenseAgreement, the IPRA Amendment, the Sales Agency Agreement or theMexico License Agreement, or, if so approved by the MajorityPrincipal Investors, thereafter amend, restate, modify or waive anyprovision thereof, or (iii) settle or compromise any claim, suit,action, arbitration or other proceeding whether administrative, civilor criminal, in law or in equity, with Televisa or any affiliatethereof or relating to any of the agreements referred to inclauses (i) or (ii) above. (e) *Agreements or Commitments*. Enter into anyagreement or otherwise obligate or commit the Company or any of itssubsidiaries to do any of the foregoing. (ii) *Majority Voting Principal Investor Approval*. Prior tothe Principal Investor Sell-Down, and in addition to any other approvalrequired by, or any other provisions of, the organizational documents of theCompany, BMPH and/or Univision, or by applicable Law, the parties heretoagree that the approval of the Majority Voting Principal Investors shall berequired for any of the Company, BMPH or Univision to take any of thefollowing actions, and the Company, BMPH and Univision shall not, and shallcause their respective subsidiaries not to, take any of the followingactions without the written approval of the Majority Voting PrincipalInvestors: (a) *Board of Directors*. Prior to the PrincipalInvestor Sell Down, nominate any director to the Board pursuant toSection 2.5.1(i).
 
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 (b) *Agreements or Commitments*. Enter into anyagreement or otherwise obligate or commit the Company or any of itssubsidiaries to do any of the matters set forth in clause (ii)(a).2.2 Actions that Require Board Approval. Prior to the earlier to occur of a (i)Televisa Sell-Down or a (ii) Principal Investor Sell-Down, and in addition to any other approvalrequired by any applicable provision of the Transaction Agreements or the Program LicenseAgreement, if any, or by applicable Law, the parties hereto agree that the approval of the Board(or a committee thereof to which it is permitted under applicable Law to delegate and does delegateauthority with respect to such matter in accordance with this Agreement) shall be required for theCompany and/or any of its subsidiaries to take any of the following actions and the Company shallnot, and shall cause its subsidiaries not to, take any of the following actions without theapproval of the Board (or a committee thereof to which it is permitted under applicable law todelegate and does delegate authority with respect to such matter in accordance with thisAgreement), regardless of any approval of such actions by their respective stockholders:2.2.1 Management Incentive Plan. (i) Adopt or make a material amendment to anycash or equity based management incentive plan, and (ii) determine fair market value at whichall stock grants under the Company’s Equity Incentive Plans shall be made and at which theexercise price for all option grants shall be set.2.2.2 Executive Officers. (i) Hire or remove, with or without cause, or enterinto, renew, materially modify or terminate, or waive any material rights under, any employmentcontract with, any executive officer of the Company, BMPH or Univision from time to time, and(ii) set procedures for periodic reviews and evaluations of senior executives and successionplans.2.2.3 Management Equity Repurchases. Enter into or effect any transaction orseries of related transactions involving the repurchase, redemption or other acquisition ofsecurities, or options or rights to acquire any securities, of the Company or any of itssubsidiaries from any Person who is or was an executive officer or manager thereof.2.2.4 Auditors. Engage or terminate the engagement of the Company’s auditors.2.2.5 Litigation. Settle or compromise any material claim, suit, action,arbitration or other proceeding whether administrative, civil or criminal, in law or in equity.2.2.6 Financial Adviser. Engage investment bankers or financial advisers for theprovision of financial, managerial and/or operational advice in connection with the Company’sbusiness.2.2.7 Committees of the Board. (a) Modify the composition of any committee of theBoard other than in accordance with the terms of this Agreement, or (b) create any newcommittee of the Board to which the Board delegates authority (which, if approved by the Boardmust be a delegation of authority not inconsistent with this Agreement and is in accordancewith Section 2.6).
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILEDTHE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**2.2.8 Joint Ventures and Alliances. Enter into any joint venture or strategicalliance that has an aggregate value in excess of $10,000,000 per transaction or series ofrelated transactions, or in excess of $25,000,000 in the aggregate in any fiscal year.2.2.9 Acquisition of Assets. Enter into or effect any transaction or series ofrelated transactions involving the purchase, rent, lease in, license in, exchange or otheracquisition (whether by merger, consolidation or otherwise) by the Company or any of itssubsidiaries of any assets (including equity interests in any Person) for consideration(including assumed liabilities) having a fair market value (as reasonably determined by theBoard) in excess of $10,000,000 per transaction or series of related transactions, or in excessof $25,000,000 in the aggregate in any fiscal year, other than (a) transactions solely betweenand among any of the Company, BMPH, Univision and/or any of their wholly owned subsidiaries,and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory,equipment and supplies in the ordinary course of business.2.2.10 Sale of Assets. Enter into or effect any transaction or series of relatedtransactions, involving the sale, lease out, license out, exchange or other disposal (includingby merger, consolidation or otherwise) by the Company or any of its subsidiaries of any assets(including equity interests in any Person) for consideration (including assumed liabilities)having a fair market value (as reasonably determined by the Board) in excess of $10,000,000 pertransaction or series of related transactions, or in excess of $25,000,000 in the aggregate inany fiscal year, other than (a) transactions solely between and among any of the Company, BMPH,Univision and/or any of their wholly owned subsidiaries, and (b) sales, leases, licensing,exchanges or other disposition of products and services of the Company’s business in theordinary course of business.2.2.11 Investments. Make any loan, advance or capital contribution to any Person(other than the Company, BMPH, Univision or any of their wholly-owned subsidiaries), in anamount in excess of $10,000,000 per transaction or series of related transactions, or in excessof $25,000,000 in the aggregate in any fiscal year.2.2.12 Capital Expenditures. Increase the Company’s capital expenditure level by5% or more than the capital expenditure level set in the Company’s approved annual budgetapplicable for such fiscal year.2.2.13 Material Agreements. (a) Enter into, modify or amend in any materialrespect, or waive any material right under, any Contract (or series of related Contracts)providing for the payment to or by the Company or any of its subsidiaries of more than$25,000,000 in any twelve (12) month period, other than, in the case of Contracts (or series ofrelated Contracts) providing for payments to the Company or any subsidiary thereof, enteredinto in the ordinary course of business or (b) enter into, modify or amend ***.
 
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2.2.14 Annual Budget. Approve the annual operating budget of the Company and itssubsidiaries, modify in any material respect any such budget or take any action that is orwould be reasonably likely to result in a material variance therefrom.2.2.15 Announcements. Approve or make any material public release orannouncement concerning the Company and its subsidiaries as a whole.2.2.16 Agreements or Commitments. Enter into any agreement or otherwise obligateor commit the Company or any of its subsidiaries to do any of the foregoing.2.3 Other Restricted Actions.2.3.1 Prior to the earlier to occur of (i) a Televisa Sell-Down or (ii) a PrincipalInvestor Sell-Down, in addition to any approval required under any applicable provision of theTransaction Agreements, including by Sections 2.1, 2.2 or 2.6.6 hereinand the Charter, or by applicable Law, the parties hereto agree that any transaction oragreement between the Company or one of its subsidiaries, on the one hand, and a member(s) ofthe PITV Investor Group or one or more of its Affiliates, on the other, shall require theconsent of the PITV Investor Majority (other than the member(s) of the PITV Investor Group thatis party or whose Affiliate is a party to such transaction) unless all PITV Investor Groups areparties to such transaction or agreement on a pro rata basis with respect to all of such PITVInvestor Groups’ Shares.2.3.2 Prior to such time as there are no Principal Investors remaining hereunder, each ofthe Principal Investor Groups agrees that it will not amend, modify or waive any of thefollowing, unless such amendment, modification or waiver is approved by each Principal InvestorGroup: (i) any provision of Section 3 (Transfer Restrictions),Section 5 (Maximum Equity Percentage; Maximum Capital Percentage; HolderLock-Up; Liquidity Rights) or Section 7 (Legends) of the StockholdersAgreement or Section 4 (Transfer Restrictions) or Section 8 (Legends) of theParticipation, Registration Rights and Coordination Agreement, or any otherprovision of this Agreement or the Stockholders Agreement or theParticipation, Registration Rights and Coordination Agreement that imposesadditional transfer restrictions on the Principal Investors or reduces thetransfer restrictions imposed on any Principal Investor without acorresponding reduction in the transfer restrictions imposed on all otherPrincipal Investors; (ii) any provision of Section 4 of the Stockholders Agreement(“Tag Along” and “Drag Along” Rights, Preferential Right of First Refusaland Right of First Offer) that (a) reduces the Principal Investors’ rightsas a Participating Seller (or their right to become a Participating Seller)under Section 4.1 of the Stockholders Agreement or a ProspectiveSelling Stockholder under Section 4.5 of the Stockholders Agreement or (b)increases the Principal Investors’ obligations as a Participating Selleror Prospective Selling Stockholder (or adversely modifies thecircumstances under which they can be required to be a ParticipatingSeller or Prospective Selling Stockholder);
 
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 (iii) any provision of the definition of Principal InvestorGroup, Majority Principal Investors, Competitor, Conflicted PITV Investor,Majority Non Conflicted Principal Investors, Voting Principal InvestorGroups, or Majority Voting Principal Investors in any of the StockholdersAgreement, the Participation, Registration Rights and Coordination Agreementor this Agreement that changes such definition so as to raise the thresholdcriteria to remain a Principal Investor Group or as to change the criteriafor determining the Majority Principal Investors, a Competitor, a ConflictedPITV Investor, Majority Non Conflicted Principal Investors, Voting PrincipalInvestor Groups or Majority Voting Principal Investors, as the case may be; (iv) the Information Rights available to the PrincipalInvestors under Section 10.12 of the Stockholders Agreement in a manner thatreduces such rights; (v) the definitions of Participation Shares or ParticipationPortion in the Participation, Registration Rights and Coordination Agreementthat reduces the rights of a Principal Investor to participate in issuancesof securities pursuant to Section 2 thereof; (vi) prior to the Qualified Public Offering, the definition ofMinimum Total Combined Investment in this Agreement or the StockholdersAgreement that increases the initial cost of shares of Common Stockthreshold set forth herein; (vii) prior to the Initial Public Offering, Section2.5 hereof in a manner that reduces the number of directors eachPrincipal Investor Group is entitled to designate or nominate; (viii) Section 10.7 or 10.8 of the Stockholders Agreement, or Section 10.7 or10.8 of the Participation, Registration Rights and Coordination Agreement; (ix) Section 3 of the Participation, Registration Rights andCoordination Agreement that materially reduces or restricts the rights of aPrincipal Investor to initiate or participate in registered offerings ofCommon Stock;
 
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 (x) Sections 2.5.1 (Composition of the Board),2.5.2 (Principal Investor Designees), 2.5.4 (BoardObservers) or 2.6 (Committees of the Board) hereof; (xi) Section 9.12 of this Agreement that reduces theindemnification rights set forth therein; (xii) Section 7.3 of the Participation, Registration Rightsand Coordination Agreement and Section 8.3 of the Stockholders Agreementthat materially reduces or restricts the rights of a Principal Investor towithdraw from such agreements; or (xiii) the certificate of incorporation of the Company to effect a reverse stocksplit in which any of the Common Stock held by any PITV Investor isconverted into the right to receive cash in lieu of a fractional share;provided, that any amendment to the definitions used in such provisions (only to theextent any such amendment would have an effect contrary to the intent set forth in any ofclauses (i) through (xiii) immediately above) shall also require the consentof each Principal Investor Group; provided, however, that the consent of anyPrincipal Investor or Principal Investor Group, as applicable, shall only be required underthis Section 2.3.2 for any amendment, modification or waiver to the StockholdersAgreement, the Participation, Registration Rights and Coordination Agreement, theorganizational documents of the Company or BMPH or this Agreement to the extent itDiscriminates against the rights of such Principal Investor or Principal Investor Group, asapplicable, as compared to the other Principal Investors or Principal Investor Groups, asapplicable; provided, further, that notwithstanding any provision to thecontrary in this Section 2.3.2, the Charter may be amended in any way in connectionwith the Initial Public Offering so long as the Majority Principal Investors consent to suchamendment and such amendment does not Discriminate against any Principal Investor orPrincipal Investor Group that has not consented thereto; and provided,further, that any Principal Investor or Principal Investor Group may waive any rightof such Principal Investor or Principal Investor Group hereunder by an instrument in writingsigned by such Principal Investor or Principal Investor Group.2.3.3 Prior to such time as there are no Principal Investors remaining hereunder, inconnection with any vote or action of the stockholders of the Company or any subsidiary thereofrelating to either of the following matters, each of the Principal Investor Groups agrees thatit will not consent to, or vote in favor of either of, the following matters, unless it isapproved by each Principal Investor Group: (i) Other than pursuant to the exercise, conversion orexchange of TV Debentures or TV Warrants or exercise of Preferential Rightsor participation rights by Televisa Investors or exercise by TelevisaInvestors of other rights under the Transaction Agreements to exchangeShares, the repurchase, exercise of call rights or other acquisition ofsecurities of the Company or BMPH from, or require the sale of securitiesof the Company or BMPH by, the Principal Investor Groups which is not on apro rata basis (other than non pro rata repurchase, exercise, otheracquisition or requirement of sale, in the case of de minimisdifferences); or
 
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 (ii) Any action pursuant to Section 3.2.1(b)(iii) of theParticipation, Registration Rights and Coordination Agreement in a mannerthat Discriminates against Principal Investor Groups;provided, that notwithstanding any provision to the contrary in this Section 2.3.3,the Charter may be amended in any way in connection with the Initial Public Offering so long as theMajority Principal Investors consent to such amendment and such amendment does not Discriminateagainst any Principal Investor or Principal Investor Group that has not consented thereto; andprovided, further, that any Principal Investor or Principal Investor Group maywaive any right of such Principal Investor or Principal Investor Group hereunder by an instrumentin writing signed by such Principal Investor or Principal Investor Group.2.4 Actions that Require the Majority Televisa Investors’ Approval. In addition toany other approval required by, or any other provision of, the organizational documents of theCompany, BMPH or Univision, by Section 2.1, 2.2 or 2.3 or by applicableLaw, the parties hereto agree that the approval of the Majority Televisa Investors shall berequired for any of the Company, BMPH and/or Univision to take any of the following actions, andthe Company shall not, and shall cause its subsidiaries not to, take any of the following actionswithout the written approval of the Majority Televisa Investors:2.4.1 Amendments to Other Agreements. Amend, alter or repeal any provision of theTransaction Agreements to the extent that such amendment, alteration or repeal would, by itsterms, Discriminate against the Televisa Investors in a manner that is disproportionatelyadverse to the Televisa Investors’ rights and obligations as compared to (i) the PrincipalInvestors, prior to a Principal Investor Sell-Down, (ii) the public stockholders of theCompany, following a Principal Investor Sell-Down if there are public stockholders and not aPurchaser of Control, or (iii) a Purchaser of Control, following a Change of Control.2.4.2 Modification to Board Composition or Board Committees. Amend, modify orwaive the provisions (i) hereof or of the Charter or the bylaws of the Company, BMPH and/orUnivision in a manner that disproportionately changes the number of directors the TelevisaInvestors are entitled to designate to the Board as compared to (1) the Principal Investors,prior to a Principal Investor Sell-Down, or (2) the Purchaser of Control, following a Change ofControl (or in a manner that changes the number of directors the Televisa Investors areentitled to designate to the Board if a Principal Investor Sell-Down has occurred and there isno Purchaser of
 
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Control);provided, that in any case, the Televisa Investors’ percentage representation on the Board cannot be reduced below the Equity Percentage, (ii)hereof or any provision of the Charter or the bylaws of the Company, BMPH and/or Univision in amanner that changes the committees the board is required to maintain, or (iii) hereof or anyprovision of the charter or the bylaws of the Company, BMPH or Univision in a manner thatdisproportionately changes the number of directors the Televisa Investors are entitled todesignate to each committee as compared to (1) the Principal Investors, prior to a PrincipalInvestor Sell-Down or (2) the Purchaser of Control, following a Change of Control;provided, that the Televisa Investors’ representation on any committee shall not beless than one (or in a manner that changes the number of directors the Televisa Investors areentitled to designate to each committee if a Principal Investor Sell-Down has occurred andthere is no Purchaser of Control) to the extent that the Televisa Investors are entitled toappoint at least one director.2.4.3 Transfer Restrictions. Amend, modify or waive any provision of theTransaction Agreements, if such amendment, modification or waiver imposes additional transferrestrictions on the Televisa Investors, other than amendments, modifications or waivers thatare (i) required by applicable Law (but subject to Section 9.9), (ii) customary insiderinformation trading windows imposed by the Company following the Company’s Initial PublicOffering, and (iii) restrictions in underwriter’s lock-ups.2.4.4 Information Rights. Amend, modify or waive the provisions of Section2.5.7 or 2.6.1 hereof or Section 10.12 of the Stockholders Agreement in a mannerthat adversely changes the Televisa Investors’ information rights thereunder.2.4.5 Participation Rights. Amend, modify or waive the provisions of theParticipation, Registration Rights and Coordination Agreement in a manner that adverselychanges the Televisa Investors’ rights to participate (or terms and conditions of such rights)in issuances of securities.2.4.6 Registration Rights. Amend, modify or waive any provision of theParticipation, Registration Rights and Coordination Agreement in a manner that adverselychanges the Televisa Investors’ right to initiate or participate in registered offerings ofCommon Stock.2.4.7 Indemnification Rights. Amend, modify or waive the provisions ofSection 9.12 hereof or Section 3.4 of the Participation, Registration Rights andCoordination Agreement in a manner that adversely changes the Televisa Investors’ rights orobligations thereunder.2.4.8 Certain Reverse Stock Splits. Amend, modify or waive the provisions of theCharter to effect a reverse stock split in which any of the Common Stock held by any TelevisaInvestor is converted into the right to receive cash in lieu of a fractional share.2.4.9 Certain Sections. Amend, modify or waive Section 10.7 or10.8 of the Stockholders Agreements or of the Participation, Registration Rights andCoordination Agreement in a manner adverse to Televisa.
 
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2.4.10 Period. The rights granted to the Majority Televisa Investors pursuant tothis Section 2.4 shall expire upon a Televisa Sell-Down; provided,however, that (i) the Majority Televisa Investors rights pursuant to Sections2.4.1 (Amendments to OtherAgreements), 2.4.3 (Transfer Restrictions), 2.4.5 (Participation Rights),2.4.6 (Registration Rights) and 2.4.7 (Indemnification Rights) will survive solong as the Televisa Investors hold any Shares; and (ii) the Majority Televisa Investors rightsgranted pursuant to Sections 2.4.2 (Modification to Board Composition or BoardCommittees) and 2.4.4 (Information Rights) shall survive until such time as theTelevisa Investors no longer have a right to designate at least one (1) director to the Boardpursuant to this Agreement.2.5 Board of Directors.2.5.1 Composition of the Board. Each PITV Investor hereby agrees to vote, orcause to be voted, all Shares which have voting rights over which such PITV Investor has thepower to vote or direct the voting (including, in the case of the Principal Investors, pursuantto a proxy granted under Section 2.1.3 of the Stockholders Agreement), and will take allnecessary or desirable actions within such PITV Investor’s control, and the Company and theBoard will take all necessary or desirable actions within its control, to cause the authorizednumber of directors to be established at twenty (20) directors or such greater number approvedpursuant to Section 2.1.1(vi) and subject to Section 2.4.2, and to elect orappoint or cause to be elected or appointed to the Board and cause to be continued in office(including, if necessary, by appointing in order to fill vacancies created by expanding theBoard): (i) Fourteen (14) designees shall be nominated pursuant toSection 2.5.2 below; (ii) Three (3) designees shall be nominated pursuant toSection 2.5.3 below;  (iii) The Chief Executive Officer of the Company; and (iv) Two (2) independent designees, who shall (i) berecommended by the Nominating Committee in accordance with Section2.6.5, (ii) meet the standard for Independence and (iii) be approved bythe majority vote of the whole Board; provided, that suchindependent designees shall initially be Gloria Estefan and Henry Cisneros;providedfurther, that in the event Televisa acquires anyCommon Stock or converts any of its Convertible Securities into shares ofCommon Stock, Televisa shall be entitled, in its sole discretion, todesignate individuals to such positions (when such positions become vacantincluding upon the expiration of the term or such director’s resignation),such that the number of Televisa’s designees on the Board pursuant toSections 2.5.1(ii), 2.5.2(iii)(b) and 2.5.3 wouldrepresent a percentage of the total number of directors on the Boardequivalent to the Televisa Investors’ and their Permitted Transferees’ thencurrent Equity Percentage as increased as a result of such conversion(rounded up to the nearest whole number of directors), and provided,further, that Televisa shall not be entitled to designateindividuals to any such vacant positions (when such positions become vacantincluding upon the expiration of the term or suchdirector’s resignation), if such vacated Board seat must be filled with adirector meeting the standard for Independence to satisfy applicable Law.For the avoidance of doubt, no PITV Investor shall be required to causeits designated directors to resign and no director shall have anyobligation to resign from the Board to allow Televisa to take advantage ofthis provision, but no director whose seat Televisa would otherwise havethe right to fill shall be re-nominated upon the expiration or terminationof such director’s then-current term.
 
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2.5.2 Principal Investor Designees. Fourteen (14) designees shall be designatedas follows: (i) (a) three (3) designees of each Voting Principal InvestorGroup which holds shares of Common Stock representing a Total CombinedInvestment (without taking into account holdings of Co-Investment Vehiclesthat are part of such group) equal to or exceeding two and one third(21/3)times the Minimum Total Combined Investment; (b) two (2) designees of eachVoting Principal Investor Group which holds shares of Common Stockrepresenting a Total Combined Investment (without taking into accountholdings of Co-Investment Vehicles that are part of such group) equal to orexceeding one and two thirds(12/3) times the Minimum Total CombinedInvestment, but less than two and one third (21/3) times the Minimum TotalCombined Investment; and (c) one (1) designee of each Principal InvestorGroup which holds shares of Common Stock representing a Total CombinedInvestment (without taking into account holdings of Co-Investment Vehiclesthat are part of such group) equal to or exceeding the Minimum TotalCombined Investment, but less than one and two thirds(12/3) times the MinimumTotal Combined Investment; provided, that a Voting PrincipalInvestor Group can assign its right to designate member(s) of the Board (x)to any Affiliated Fund which is, alone or together with its Affiliates, aVoting Principal Investor, or (y) subject to the consent of the MajorityVoting Principal Investors, to a Person that acquires all Shares held bysuch Principal Investor Group at such time and becomes a party to thisAgreement as a Principal Investor. No individual designated by a VotingPrincipal Investor Group pursuant this clause (i) shall be removed withoutsuch Voting Principal Investor Group’s consent. (ii) (a) Each Non Voting Principal Investor Group which holds shares of Common Stock representing a Total Combined Investment (withouttaking into account holdings of Co-Investment Vehicles that are part of suchgroup) equal to or exceeding two and one third (21/3) times the Minimum TotalCombined Investment shall be entitled to nominate three (3) members to theBoard (each a “Board Nominee”); (b) each Non Voting PrincipalInvestor Group which holds shares of Common Stock representing a TotalCombined Investment (without taking intoaccount holdings of Co-Investment Vehicles that are part of such group)equal to or exceeding one and two thirds(12/3) times the Minimum TotalCombined Investment, but less than two and one third (21/3) times theMinimum Total Combined Investment shall be entitled to nominate two (2)Board Nominees; and (c) each Non Voting Principal Investor Group whichholds shares of Common Stock representing a Total Combined Investment(without taking into account holdings of Co-Investment Vehicles that are
 
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   part of such group) equal to or exceeding the Minimum Total CombinedInvestment, but less than one and two thirds(12/3) times the Minimum TotalCombined Investment shall be entitled to nominate one (1) Board Nominee;provided, that in no event shall such Board Nominee(s) be anemployee(s) of the Non Voting Principal Investor Group or any Affiliatethereof, or an officer, director (or observer to the Board), employee,agent, equityholder (other than a holder of up to 1% of the common stockof a publicly traded company) or other Affiliate of a Competitor. TheMajority Voting Principal Investors shall be entitled, in their solediscretion, to appoint such Board Nominees to the Board and to remove suchBoard Nominees from the Board, with or without cause; provided,that if any such Board Nominee is not appointed to the Board or removedtherefrom, the Non Voting Principal Investor Group that nominated suchindividual shall be entitled to nominate his or her replacement. A NonVoting Principal Investor Group can assign its right to nominate BoardNominees (a) to any Affiliated Fund, or (b) subject to the consent of theMajority Principal Investors, to a Person that acquires all Shares held bysuch Non Voting Principal Investor Group at such time and becomes a partyto this Agreement. For the avoidance of doubt, the appointment ofnominees pursuant to this Section 2.5.2(ii) shall not be subjectto the recommendation of the Nominating Committee. No Board Nomineenominated by a Non Voting Principal Investor Group and appointed by theMajority Voting Principal Investors pursuant to this clause (ii) shall beremoved without the Majority Voting Principal Investors’ consent. (iii) In the event one or more of such fourteen (14) positionson the Board becomes vacant pursuant to paragraphs (i) or (ii) above as aresult of Transfers of shares of Common Stock by Principal Investor Groups,such vacant positions on the Board shall be filled as follows: (a) prior to a Principal Investor Sell-Down,the Majority Voting Principal Investors shall be entitled, in theirsole discretion, to designate nominees to such vacant positions andno such nominee shall be removed without the Majority VotingPrincipal Investors’ consent; and
 
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 (b) following a Principal Investor Sell-Down,such vacancies shall be filled by individuals, who shall (i) meet thestandard for Independence, (ii) be recommended by the NominatingCommittee and (iii) be approved by the majority vote of the Board;provided, that in the event Televisa acquires any CommonStock or converts any of its Convertible Securities into shares ofCommon Stock, and if a Televisa Sell-Down has not occurred, Televisashall be entitled, in its sole discretion, to designate individualsto such vacant positions (when and if such positions become vacantincluding upon the expiration of the term or such director’sresignation), such that the number of Televisa’s designees on theBoard pursuant to Sections 2.5.1(ii), 2.5.2(iii)(b)and 2.5.3 would represent a percentage of the total number ofdirectors on the Board equivalent to the Televisa Investors’ andtheir Permitted Transferees’ then current Equity Percentage asincreased as a result of such conversion (rounded up to the nearestwhole number of directors), and provided, further,that Televisa shall not be entitled to designate individuals to suchvacant positions (when and if such positions become vacant includingupon the expiration of the term or such director’s resignation), ifsuch vacated Board seat must be filled with a director meeting thestandard for Independence to satisfy applicable Law. For theavoidance of doubt, no PITV Investor shall be required to cause itsdesignated directors to resign and no director shall have anyobligation to resign from the Board to allow Televisa to takeadvantage of this provision, but no director whose seat Televisawould otherwise have the right to fill shall be re-nominated upon theexpiration or termination of such director’s then-current term. (iv) Prior to an Initial Public Offering (and thereafter, ifpermitted by applicable law and stock exchange rules), the MajorityPrincipal Investors may elect to appoint alternate directors to stand inplace of any of the Principal Investors’ designees to the Board. (v) As of the date hereof, the fourteen (14) designees to theBoard designated pursuant to this Section 2.5.2 shall be as setforth on Schedule 2.5.2 attached hereto.
 
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2.5.3 Televisa Designees. Three (3) designees shall be designated as follows: (i) (a) Televisa shall be entitled to designate three (3)members to the Board (each a “Televisa Board Designee”);provided, that in the event that Televisa voluntarily Transfers any shares of Common Stock to a Person other than one of its PermittedTransferees or another TelevisaInvestor, Televisa shall no longer be entitled to designate any members tothe Board pursuant to this Agreement if, after giving effect to suchTransfer, the Televisa Investors do not hold at least a number of sharesof Common Stock equal to ninety-five percent (95%) of the number of sharesof Common Stock (for the avoidance of doubt, for all purposes herein used,irrespective of whether such shares are voting or non-voting shares ofCommon Stock) held by the Televisa Investors immediately following theTelevisa Closing (subject to appropriate adjustment for stock splits,stock dividends, reverse stock splits, stock combinations,recapitalizations and similar events); provided, further,in the event of such a Transfer, the Company shall provide Televisa withsixty (60) days notice before Televisa’s right to designate members to theBoard shall terminate. If, prior to the expiration of such sixty-dayperiod, the Televisa Investors increase their ownership of shares ofCommon Stock in a manner not prohibited by the Transaction Agreements suchthat the Televisa Investors hold at least a number of shares of CommonStock equal to ninety-five percent (95%) of the number of shares of CommonStock held by the Televisa Investors immediately following the TelevisaClosing (subject to appropriate adjustment for stock splits, stockdividends, reverse stock splits, stock combinations, recapitalizations andsimilar events), Televisa shall not lose its right to designate members tothe Board as set forth in this Section 2.5.3(i). Notwithstandingthe foregoing, Televisa can assign its right to designate one (1) or moremembers of the Board that Televisa is entitled to designate to anyPerson(s) that acquires from the Televisa Investors in one or moretransactions shares of Common Stock which represented ten percent (10%) ormore of the fully-diluted shares (excluding Convertible Securities held byemployees of the Company or any of its subsidiaries) of Common Stock ofthe Company as of the Televisa Closing (the “Board Seat Assignee”)(including by acquiring Convertible Securities that such Person promptlyconverts into or exercises for shares of Common Stock) and becomes a partyto this Agreement as part of a PITV Investor Group (it being understoodthat in the event of such Person acquiring from the Televisa Investors, inone or more transactions, shares of Common Stock which represented (A) tenpercent (10%) or more but less than twenty percent (20%) of thefully-diluted shares (excluding Convertible Securities held by employeesof the Company or any of its subsidiaries) of Common Stock of the Companyas of the Televisa Closing, such Person may be assigned the right todesignate one (1) member (or an equivalent percentage of the TelevisaBoard Designees, rounded down to the nearest whole number, if the numberof Televisa Board Designees has increased) of the Board that Televisa isentitled to designate, (B) twenty percent (20%) or more but less than 30%of the
 
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   fully-diluted shares (excluding Convertible Securities held byemployees of the Company or any of its subsidiaries) of Common Stock of the Company as of theTelevisa Closing, such Person may be assigned the right to designate up totwo (2) members (or an equivalent percentage of the Televisa BoardDesignees, rounded down to the nearest whole number, if the number ofTelevisa Board Designees has increased) of the Board that Televisa isentitled to designate, and (C) thirty percent (30%) or more of thefully-diluted shares (excluding Convertible Securities held by employeesof the Company or any of its subsidiaries) of Common Stock of the Companyas of the Televisa Closing, such Person may be assigned the right todesignate up to all the members of the Board that Televisa is entitled todesignate), in each case as adjusted for any stock splits, stockdividends, reverse stock splits, stock combinations, recapitalizations andother similar capitalization changes. Any Board Seat Assignee shall nolonger be entitled to designate any members to the Board if, at any giventime, such Board Seat Assignee does not own shares of Common Stock whichrepresented at least ten percent (10%) of the fully-diluted shares(excluding Convertible Securities held by employees of the Company or anyof its subsidiaries) of Common Stock of the Company as of the TelevisaClosing due to Transfers of shares. If Televisa has assigned the right todesignate two members of the Board to a Board Seat Assignee, such BoardSeat Assignee shall no longer be entitled to designate one of such membersif, at any given time, such Board Seat Assignee does not own shares ofCommon Stock which represented at least twenty percent (20%) of thefully-diluted shares (excluding Convertible Securities held by employeesof the Company or any of its subsidiaries) of Common Stock of the Companyas of the Televisa Closing due to Transfers of shares. If Televisa hasassigned the right to designate three (3) or more members of the Board toa Board Seat Assignee, such Board Seat Assignee shall no longer beentitled to designate one of such members if, at any given time, suchBoard Seat Assignee does not own shares of Common Stock which representedat least thirty percent (30%) of the fully-diluted shares (excludingConvertible Securities held by employees of the Company or any of itssubsidiaries) of Common Stock of the Company as of the Televisa Closingdue to Transfers of shares. The rights of any Board Seat Assignee withrespect to its Board designees will be the same as the rights thatTelevisa has under this Section 2.5.3 with respect to TelevisaBoard Designees. (ii) In the event one or more of such three (3) positions onthe Board becomes vacant pursuant to clause (i) above as a result ofTransfers of shares of Common Stock by Televisa and its PermittedTransferees, the number of independent designees referred in Section2.5.1(iv) shall be increased by the number of such vacancies. In the eventof a vacancy due to any other reason, Televisa shall be entitled, in itssole discretion,to designate nominees to such vacant position, until such time whenTelevisa is no longer entitled to designate members to the Board (subjectto Section 2.5.3(i)).
 
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 (iii) Televisa may at any time remove any Televisa BoardDesignee (or committee member). No Televisa Board Designee (or committeemember) shall be removed (even in the event that the composition of theBoard is required to be changed to satisfy independence requirements underapplicable law and/or stock exchange rules in contemplation of, and at anytime following, the Initial Public Offering or otherwise) without Televisa’sprior written consent. (iv) In the event that the aggregate number of members of theBoard is increased or decreased, Televisa shall be entitled to designatethat number of members to the Board so as to maintain the same proportionalrepresentation on the Board to which Televisa was entitled immediately priorto such increase or decrease in the number of members of the Board. If thecalculation of such proportional representational should result in afractional number, Televisa will be entitled to designate a number ofmembers to the Board that equals such fractional number rounded up to thenearest whole number. (v) Prior to an Initial Public Offering (and thereafter, ifpermitted by applicable Law and stock exchange rules), Televisa may elect toappoint alternate directors to stand in place of any of Televisa’s designeesto the Board. (vi) All directors (other than directors appointed by Televisaand its Affiliates) shall be U.S. citizens, unless otherwise agreed by theMajority PITV Investors; provided that Televisa shall have the rightto designate the maximum number of non-U.S. citizens allowable under FederalCommunications Laws as its representatives on the Board of Directors (up tothe maximum number of directors to which Televisa is entitled to designatepursuant to this Agreement) before any Principal Investor may designate anynon-U.S. citizens as its representatives on the Board of Directors pursuantto the Principal Investor Agreement and before any independent director whois a non-U.S. citizen is designated to the Board of Directors pursuant tothe Principal Investor Agreement. (vii) As of the date hereof, the three (3) designees to theBoard designated pursuant to this Section 2.5.3 shall be as setforth on Schedule 2.5.3 attached hereto.
 
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2.5.4 Board Observers. Each Non Voting Principal Investor Group shall bepermitted to designate one non-voting observer to the Board and its committees (a “BoardObserver”) for so long as such Non Voting Principal Investor Group retains theright to nominate a director to the Board pursuant to Section 2.5.2(ii). If such NonVoting Principal Investor Group does not nominate the maximum number of Board Nominees it isentitled to nominate to the Board pursuant to Section 2.5.2(ii) (or if such individualsare not or have not been elected to, or are removed from, the Board and not replaced by anotherBoard Nominee of such Non Voting Principal Investor Group), such Non Voting Principal InvestorGroup may designate one or more Board Observer(s) in lieu of such Board Nominee(s), but thetotal number of Board Observers designated pursuant to this Section 2.5.4 shall notexceed the maximum number of Board Nominees that the Non Voting Principal Investor Group iseligible to nominate pursuant to Section 2.5.2(ii). Board Observer(s) shall not be anofficer or employee of a Competitor. In the event such Board Observer(s) is a director (orobserver to the board), equityholder (other than a holder of up to 1% of the common stock of apublicly traded company) or an Affiliate of a Competitor, such Board Observer(s) shall recusehimself or herself (and the Board may require such Board Observer(s) to be recused) from thatportion of any meetings of the Board or committees thereof during which matters pertaining toany sector of the Business (including television, radio, music recording and publishing andInternet portals) that competes with such Competitor will be discussed, as determined by theBoard or applicable committee. The Company shall, at any time, provide the Board Observer with(a) notice of all meetings of the Board and its committees and (b) provide all informationdelivered to the members of the Board and its committees prior to such meetings at the sametime such notice and information is delivered to the members of the Board and its committees;provided, that such Board Observer shall enter into a confidentiality agreementsubstantially in the form to be approved by the Board with respect to such information; andprovided, further, that if any such information is Confidential Informationwith respect to which the Non Voting Principal Investor that appointed such Board Observer isdeemed a Conflicted PITV Investor, such information shall not be provided to the BoardObserver. Notwithstanding any provision hereof to the contrary, the Board, in its good faithjudgment, shall be entitled to require a Board Observer to be excluded from any portion of aBoard meeting or a meeting of its committees when the Board discusses any matters relating toConfidential Information with respect to which the Non Voting Principal Investor that appointedsuch Board Observer is deemed a Conflicted PITV Investor.2.5.5 Vacancies. If at any time any director ceases to serve on the Board(whether due to resignation, removal or otherwise), the PITV Investor Group that designated ornominated such director pursuant to Sections 2.5.1, 2.5.2 or 2.5.3shall designate or nominate a successor to fill the vacancy created thereby on the terms andsubject to the conditions of Sections 2.5.1, 2.5.2 or 2.5.3 above, asapplicable. Each PITV Investor that is a party hereto agrees to vote, or cause to be voted,all Shares over which such PITV Investor has the power to vote or direct the voting, and shalltake all such other actions as shall be necessary or desirable to cause the designatedsuccessor to be elected to fill such vacancy.
 
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2.5.6 Proxy. If any PITV Investor fails to vote, or cause to be voted all Sharesowned by such PITV Investor or over which such PITV Investor has voting control, in compliancewith this Section 2.5, within five (5) days of receiving a written notice regardingsuch non-compliance from the Company, the Majority PITV Investors (without taking intoaccount any Non Voting Principal Investor Group) shall have a proxy to vote such PITVInvestor’s Shares to give effect to the agreements contained in this Section 2.5. Thepower and authority to exercise the proxy granted hereby shall be exercised if and only to theextent in compliance with this Agreement and only if the matter to be voted on has beenapproved by the Majority PITV Investors (without taking into account any Non Voting PrincipalInvestor Group) and shall be exercised on terms consistent with such approval. The proxygranted hereby is irrevocable and coupled with an interest sufficient in law to supportirrevocable power.2.5.7 Information Rights. Subject to the requirements of Sections 2.1.2,2.5.7, 4.1 and 4.4 of this Agreement and Section 10.12 of theStockholders Agreement, all directors shall have the same information rights which will beconsistent with the laws of the State of Delaware.2.5.8 Expenses. Each member of the Board and each Board Observer shall beentitled to reimbursement from the Company for his or her reasonable out-of-pocket expenses(including travel) incurred in attending any meeting of the Board or any committee thereof.2.5.9 Designees. No director designated by a Principal Investor or an independentdirector (or alternate or observer) shall be a Restricted Person or an Affiliate of aRestricted Person.2.6 Committees of the Board. The Company shall cause the Board to maintain thefollowing committees: (a) an executive committee (the “Executive Committee”), (b) an auditcommittee (the “Audit Committee”), (c) a compensation committee (the “CompensationCommittee”), (d) a nominating committee (the “Nominating Committee”), (e) a relatedparty transactions committee (the “Related Party Transactions Committee”), (f) a managementreview and succession committee (the “Management Review and Succession Committee”), (g) adebt restructuring committee (the “Debt Committee”) and (h) any other committee as theBoard shall determine in its discretion, subject to Section 2.2.7.2.6.1 Composition of Committees of the Board. Each committee of the Board will becomprised of one (1) director designated by each PITV Investor Group (other than Non VotingPrincipal Investor Groups), except to the extent (i) any PITV Investor Group waives its rightto have its elected director be a member of such committee and (ii) that such committee isrequired by Law to be comprised of only directors meeting the standard for Independence and alldirectors designated by such PITV Investor Group fail to meet the standard for Independence.In the event that any PITV Investor Group does not designate a director to a committee pursuantto clause (ii) above, such PITV Investor Group shall have the right to designate an individualto observe the meetings of such committee, which individual shall receive the same notice ofmeetings and information that is received by members of such committee. The chairman of eachcommittee of the Board will be elected by a majority of the members of such committee. If anyPITV Investor Group does not have a representative on any of the committees listed in thisSection 2.6 but is entitled to Board representation at such time, such PITV InvestorGroup shall have the right to designate anobserver to attend the meetings of such committee, to the extent permitted by applicableLaws.
 
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2.6.2 Executive Committee. The role of the Executive Committee will be to callBoard meetings, set the agenda for such meetings, identify issues to be considered by the Boardand liaise with the Company’s, and its subsidiaries’, senior executive management;provided that the Executive Committee shall not be delegated the power to act as theBoard.2.6.3 Audit Committee. The role of the Audit Committee will be to determine theCompany’s audit policies, review audit reports and recommendations made by the Company’sinternal audit staff and its independent auditors, meet with the Company’s independentauditors, oversee the independent auditors, and recommend the Company’s engagement ofindependent auditors.2.6.4 Compensation Committee. The role of the Compensation Committee will be todetermine the compensation of all senior employees, directors and consultants of the Company(including salary, bonus, equity participation and benefits) consistent with compensation ofcompanies similar to the Company.2.6.5 Nominating Committee. The role of the Nominating Committee shall be tosearch for, identify, interview and nominate directors meeting the standard for Independence toserve as members of the Board pursuant to Sections 2.5.1(iv), 2.5.2(iii)(b) and2.5.3(ii); provided that the Nominating Committee shall not be delegated thepower to act as the Board. All independent directors recommended by the Nominating Committeemust meet the standard for Independence. The PITV Investors shall each be permitted torecommend independent director candidates to the Nominating Committee and to interview suchcandidates. In addition, and subject to applicable Laws, in the event the position of theCompany’s Chief Executive Officer becomes vacant for any reason, the role of a sub-committee ofthe Nominating Committee, comprised of two (2) directors designated by the Majority VotingPrincipal Investors and one (1) director designated by Televisa, shall be to search for,identify, interview and recommend to the Board one or more persons (including candidates thatare employees of the Company at such time) to serve as the Company’s Chief Executive Officer;provided that such sub-committee of the Nominating Committee shall not be delegated thepower to act as the Board. Except for directors designated pursuant to Sections2.5.1(iv), 2.5.2 and 2.5.3 and subject to applicable Law, no nominee fordirector or candidate for Chief Executive Officer shall be eligible for election to suchposition unless recommended to the Board by the Nominating Committee. The Nominating Committeewill be comprised of not less than three (3) members, and Televisa shall be entitled todesignate one (1), but not more than one (1), director as a member of the Nominating Committee.
 
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2.6.6 Related Party Transactions Committee. The role of the Related PartyTransactions Committee shall be to evaluate and approve any agreement, arrangement, transactionor series of agreements, arrangements or transactions between the Company or its subsidiaries,on the one hand, and a Related Party, on the other hand (but not including any such agreementor arrangement relating to (i) the Saban Arrangements as in effect on the date hereof (withoutgiving effect to any future amendments), (ii) employment, compensation orother incentive arrangements with the employees of the Company or its subsidiaries (otherthan any partner, principal, employee or Affiliate of a Principal Investor, which, as of theTelevisa Closing, includes the Chairman), or (iii) advertising sales in the ordinary course ofbusiness of the Company or its subsidiaries) that is reasonably expected to involve theexpenditure or receipt of $500,000 or more in any twelve-month period, that is for consulting,management or advisory services, or that relates to the licensing, acquisition or provision ofprogramming to the Company or its subsidiaries (collectively, a “Related PartyTransaction”); provided, that the approval of the Related Party TransactionsCommittee shall not be required pursuant to this Section 2.6.6 for any agreement,arrangement, action or transaction to the extent that such agreement, arrangement ortransaction is entered into in order to effectuate the Transfer of Shares pursuant to aCompliant Change of Control Transaction or otherwise effectuate a Compliant Change of ControlTransaction. Each Related Party Transaction shall be subject to the approval of a majorityvote of the Related Party Transactions Committee. The Company shall not enter into a RelatedParty Transaction that is not approved by the Related Party Transactions Committee, and anytransaction entered into without such approval shall be void. In the event the vote of theRelated Party Transactions Committee is required with respect to any Related Party Transaction,the designee of the PITV Investor affiliated with the Related Party that will be a party tosuch agreement, arrangement or transaction shall not participate in any portion of the meetingof the Related Party Transactions Committee during which such agreement, arrangement ortransaction will be discussed, shall not vote on such agreement, arrangement or transaction andshall recuse themselves, or be recused as described herein, from such portions of suchmeetings.2.6.7 Management Review and Succession Committee. The role of the ManagementReview and Succession Committee shall be to undertake periodic reviews and evaluations ofsenior executives of the Company and its Subsidiaries and to develop, as necessary, successionplans with respect to such senior executive positions in the event of any vacancies in suchpositions (subject to the responsibilities of the Nominating Committee with respect to theappointment of nominees for the position of Chief Executive Officer as set forth in Section2.6.5).2.6.8 Debt Committee. The role of the Debt Committee shall be to review andevaluate from time to time the Company’s Indebtedness and possible restructurings ofIndebtedness and to make recommendations to the Board with respect thereto.
 
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2.7 Meetings; Notice; Quorum; Decisions.2.7.1 The Board shall hold no less than one (1) meeting per fiscal quarter. Regularmeetings of the Board and committees thereof shall be held at such times and places as theBoard shall from time to time by resolution determine. Each PITV Investor shall have the rightto call a special meeting of the Board. At least fifteen (15) Business Days’ notice must begiven of regular meetings of the Board even if such meetings are held at times and places fixedby resolution of the Board and committees thereof, as applicable. A notice of the place, dateand time and the purpose or purposes of each special meeting of the Board shall be given toeach director by mailing, via regular U.S. mail, overnight delivery or facsimile, at least 48hours before such special meeting, or by telephoning or emailing the same or bydelivering the same personally not later than 48 hours before the day of the meeting(“Special Meeting Notice”). Within 48 hours from receipt of the applicable SpecialMeeting Notice, one or more Televisa Board Designees may notify the chairman of the Board thathe or she cannot attend such scheduled meeting, and in such event such meeting will bepostponed to a subsequent date (which, unless otherwise agreed by Televisa, shall be at least48 hours after such notification). The special meeting of the Board shall be held on suchsubsequent date, whether or not any of the Televisa Board Designees can attend the specialmeeting on such date. Except for the first sentence, the provisions of this Section2.7.1 shall apply equally to committee meetings. For the avoidance of doubt, in no eventshall the Televisa Board Designees have the right to postpone any proposed special meeting ofthe Board more than once as a result of any of the Televisa Board Designees’ inability toattend such special meeting.2.7.2 At each meeting of the Board (or committee thereof) at which a quorum is present,each director shall be entitled to one vote on each matter to be voted on at such meeting. Amajority of the Board (or committee thereof) shall constitute a quorum. Except as may beotherwise required by Law or the Transaction Agreements, when a quorum is present at anymeeting, the vote of a majority of the directors present shall be the act of the Board (orcommittee thereof). All directors may attend meetings of the Board or committee thereoftelephonically if they cannot appear in person. Prior to an Initial Public Offering (andthereafter if permitted by applicable Law and/or stock exchange rules), each PITV Investorshall have the right to appoint alternate directors to stand in the place of any of itsdesignated directors in the event such designated directors cannot attend a meeting.2.8 BMPH and Univision Directors. The Company will cause the boards of directors ofBMPH and Univision to consist at all times of the same members as the Board of the Company at suchtime; provided, that a PITV Investor Group may, by notice to the Company and the other PITVInvestor Groups, have a different person serve as a director of BMPH and/or Univision than suchPITV Investor Group elected to the Board. Each of BMPH and Univision shall, and the Company shallcause the board of directors of each of BMPH and Univision to, maintain at all times suchcommittees as the Company at such time, with the same member composition; provided, that aPITV Investor Group may, by notice to the Company and the other PITV Investor Groups, have adifferent person serve on a committee of BMPH or Univision than serves on the correspondingcommittee for the Company. Any rights of Televisa and the Majority Televisa Investors underSection 2.4 of this Agreement, Section 4.4.3 of the Company’s certificate of incorporation,or Section 17.1 of the Program License Agreement, shall apply to actions by any subsidiary of theCompany.
 
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2.9 Further Assurances. The Company will not, and will cause its subsidiaries not to,give effect to any action by any PITV Investor or any other Person which is in contravention ofthis Section 2. Subject to rights of Televisa and the Majority Televisa Investors underSection 2.4 of this Agreement, Section 4.4.3 of the Company’s certificate of incorporation,and Section 17.1 of the Program License Agreement, in connection with any vote or action of thestockholders of the Company or any subsidiary thereof relating to any matter requiring consent asspecified in Sections 2.1, 2.2, 2.3 or 2.4, each PITV Investoragrees, with respect to any voting securities beneficially owned by such PITV Investor with respectto which it has the power tovote, (a) to vote against (and not act in any manner, including by way of a written consent,to approve) such matter if such matter was subject to and has failed to receive any of the requiredapprovals of the Majority PITV Investors, the Majority Principal Investors, the Majority VotingPrincipal Investors, the Board, the PITV Investor Majority, the Principal Investors, and/or theTelevisa Investors, as applicable, in accordance with the Transaction Agreements and to take orcause to be taken all other reasonable actions, to the extent permitted by law, to prevent thetaking of any action by the Company and any subsidiary thereof with respect to a matter unless suchmatter was subject to and has received all required approvals of the Majority PITV Investors, theMajority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV InvestorMajority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance withthe Transaction Agreements and (b) to vote in favor of such matter if such matter was subject toand has received all required approvals of the Majority PITV Investors, the Majority PrincipalInvestors, the Majority Voting Principal Investors, the Board, the PITV Investor Majority, thePrincipal Investors, and/or the Televisa Investors, as applicable, in accordance with theTransaction Agreements and to take or cause to be taken all other reasonable actions, to the extentpermitted by law, to cause the taking of all actions by the Company and any subsidiary thereof withrespect to a matter which has received all required approvals of the Majority PITV Investors, theMajority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV InvestorMajority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance withthe Transaction Agreements.2.10 Period. Each of the foregoing provisions of this Section 2 shall survivethe Initial Public Offering and a Change of Control and with respect to any particular provision,shall survive until the last date permitted by applicable Law or any earlier date expresslyspecified in this Section 2. In the event a Televisa Sell-Down occurs prior to there beingno Principal Investors remaining as parties to this Agreement, the Principal Investors hereby agreethat certain sections in this Section 2 shall be amended or replaced as follows:Section 2.1 herein shall be replaced in its entirety by Section 2.1 in the 2007 PrincipalInvestor Agreement, Section 2.2 herein shall be replaced in its entirety by Section 2.2 inthe 2007 Principal Investor Agreement, and Section 2.3 herein shall be replaced in itsentirety by Section 2.3 in the 2007 Principal Investor Agreement.2.11 Proxies. Each Principal Investor agrees that it shall not vote the Shares of anyother Principal Investor pursuant to the proxies granted under Sections 2.1 and 2.2 of theStockholders Agreement in any manner inconsistent with this Agreement, the Participation,Registration Rights and Coordination Agreement or the Stockholders Agreement.2.12 Service, Consulting, Management and Advisory Agreements. Notwithstandinganything to the contrary contained herein, the Company shall not, and shall cause its subsidiariesnot to, without the affirmative vote or prior written approval of Televisa, enter into, modify oramend, extend, or waive any rights under any agreement, arrangement or transaction between theCompany or any of its subsidiaries, on the one hand, and any Principal Investor and/or itsAffiliates, on the other hand, relating to consulting, management or advisory services.
 
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**3. TRANSFER RESTRICTIONS**.3.1 PITV Investors Permitted Transferees. Any Permitted Transferee receiving Sharesfrom a PITV Investor in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or 3.1.5 of the StockholdersAgreement shall be subject to the terms and conditions of, and be entitled to enforce, thisAgreement to the same extent, and in the same capacity, as the PITV Investor that Transfers theShares to such Permitted Transferee as if such Permitted Transferee were such PITV Investor. Priorto the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 3.1.1,3.1.4(b) or 3.1.5 of the Stockholders Agreement, and as a condition thereto, each holder of Shareseffecting such Transfer shall (a) cause such Permitted Transferee to deliver to the Company andeach of the PITV Investors (other than the transferor) its written agreement, in form and substancereasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreementto the extent described in the preceding sentence and (b) remain directly liable for theperformance by the Permitted Transferee of all obligations of such Permitted Transferee under thisAgreement.3.2 Transfer by Principal Investors and Principal Investor Groups. Subject to anyapplicable provisions of the Charter, the certificate of incorporation or similar organizationaldocuments of subsidiaries of the Company, this Agreement and Sections 4.7, 4.8 and 4.9 of theStockholders Agreement, each PITV Investor agrees and acknowledges hereby that each PrincipalInvestor’s and each Principal Investor Group’s individual and collective rights in their capacityas such under any and all of the applicable Transaction Agreements (other than the InvestmentAgreement) (including such rights pursuant to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 hereof, butexcluding the rights retained by any such transferor as an “Other Holder” under the StockholdersAgreement (including under Section 4.1 thereof) and as an “Other Investor” under the Participation,Registration Rights and Coordination Agreement, in each case, by virtue of any Shares retained bysuch transferor), (i) shall be fully transferred by such Principal Investors and Principal InvestorGroups to such Purchaser of Control in connection with a Compliant Change of Control Transactionwith the result that the Purchaser of Control will become and have all the rights of the PrincipalInvestors and Principal Investor Groups, and the rights so transferred shall not be retained by orshared with the transferors, provided that such Purchaser of Control agrees to assume allof the Principal Investors’ and Principal Investor Groups’ obligations hereunder and under any andall applicable Transaction Agreements (but excluding the obligations that continue to be imposed onany such transferor as an Other Holder under the Stockholders Agreement and/or as an Other Investorunder the Participation, Registration Rights and Coordination Agreement, by virtue of any Sharesretained by such transferor), in each case, to the same extent as the transferor was bound, and thetransferor remains bound as an Other Holder under the Stockholders Agreement and as an OtherInvestor under the Participation, Registration Rights and Coordination Agreement to the extent itowns any Shares following such Compliant Change of Control Transaction, (ii) such transfer ofrights to and assumption of obligations by the Purchaser of Control shall not in itself require anyTelevisa Investor’s approval hereunder or under any of the other Transaction Agreements or anyother agreement (without prejudice to any approvals expressly required for or in connection with,or other rights expressly provided with respect to, the Compliant Change of Control Transaction,the Change of
 
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Control Procedures and other applicable provisions of the Transaction Documents), and(iii) any Purchaser of Control can thereafter transfer all such rights (other than rights that it electsto terminate) and all such obligations to any subsequent Purchaser of Control in connection with aCompliant Change of Control Transaction; provided that none of the rights so transferredshall be retained by or shared with the transferor Purchaser of Control and such subsequentPurchaser of Control shall assume all of the Principal Investor Groups’ obligations under any andall of the applicable Transaction Agreements (but excluding the obligations that continue to beimposed on any transferor as an Other Holder under the Stockholders Agreement and as an OtherInvestor under the Participation, Registration Rights and Coordination Agreement by virtue of anyShares retained by such transferor), in each case, to the same extent as the transferor Purchaserof Control was bound, and the transferor Purchaser of Control remains bound as an Other Holderunder the Stockholders Agreement and as an Other Investor under the Participation, RegistrationRights and Coordination Agreement to the extent that it owns any Shares following such CompliantChange of Control Transaction. Notwithstanding any other provision in the Transaction Agreementsto the contrary, (x) the rights afforded to Principal Investors and Principal Investor Groups intheir capacity as such under this Agreement shall not terminate due to the Transfer of Shares heldby Principal Investors to a Purchaser of Control and the resulting reduction in the percentageownership of the Shares held by any Principal Investor shall not constitute a Principal InvestorSell-Down for purposes of this Agreement, so long as all such rights are fully transferred to suchPurchaser of Control (and not retained by or shared with the transferors) and the obligations ofPrincipal Investors in their capacity as such under the Transaction Agreements are fully assumed bysuch Purchaser of Control to the same extent as the transferors were bound, and (y) none of therights or obligations of any of the Principal Investors under the Service Agreements may beassigned or transferred to, and assumed by, a Purchaser of Control (except for any rights orobligations assigned or transferred by a Principal Investor to, or assumed by, a Purchaser ofControl who is its Affiliate).3.3 Transfer Between PITV Investor Groups. Except for Transfers to Televisa Investorsby Principal Investors as contemplated by the other Transaction Agreements, no PITV Investor shallTransfer Shares to another PITV Investor who is not a Permitted Transferee without the consent ofthe Majority PITV Investors; provided, that for purposes of calculating the Majority PITVInvestors for this Section 3.3 only, the PITV Investors Groups of which the PITV Investorswho are the prospective transferor and transferee shall be disregarded.**4. COVENANTS**.4.1 Annual Budget. Subject to Section 4.4, the Company will furnish each PITVInvestor Group with a proposed annual operating budget for the Company and its subsidiaries, aswell as any proposed material modifications to such budget or notice of any proposed action that isor would be reasonably likely to result in material variance therefrom.4.2 Directors’ and Officers’ Insurance. The Company shall purchase, prior to theTelevisa Closing, and maintain for such periods as the Board shall in good faith determine(provided that such period shall not be less than six (6) years following cessation ofservice), at its expense, insurance in an amount determined in good faith by the Board to beappropriate (provided that such amount shall not be lower than $25,000,000 unless otherwiseagreed by the Majority PITV Investors), on behalf of any person who after March 29, 2007 is or wasa directoror officer of the Company, or is or was serving at the request of the Company as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, including any direct or indirect subsidiary of the Company, against any expense,liability or loss asserted against such Person and incurred by such Person in any such capacity, orarising out of such Person’s status as such, subject to customary exclusions. The provisions ofthis Section 4.2 shall survive any termination of this Agreement.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OFTHIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TORULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILEDTHE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**4.3 Expenses. All reasonable costs and expenses incurred by any current or formerPITV Investor in (a) exercising or, to the extent successful, enforcing any rights afforded to suchcurrent or former PITV Investor under this Agreement or the other Transaction Agreements, or (b)amending, modifying, revising this Agreement or the other Transaction Agreements, shall be paid orreimbursed by the Company. Costs and expenses subject to the preceding sentence shall include allattorneys’ fees and charges and all accounting fees and charges. Notwithstanding anything to thecontrary herein, each PITV Investor shall be entitled to payment or reimbursement under thisSection 4.3 for so long as such PITV Investor owns Shares, irrespective of whether suchPITV Investor ceases to be a PITV Investor in accordance with the definition thereof;provided, that such reimbursement shall not exceed $500,000 in the aggregate following suchtime as a PITV Investor ceases to be a PITV Investor hereunder.4.4 Disclosure of Confidential Information. At the request of the Chief ExecutiveOfficer, the Company’s Chairman shall determine whether any information of the Company or any ofits subsidiaries should be deemed to be Confidential Information and whether any PITV Investorshould be treated as a Conflicted PITV Investor with respect thereto (other than the case in whichthe Chairman is an Affiliate of such potential Conflicted PITV Investor, in which case the ChiefExecutive Officer shall make such determination); provided that, notwithstanding thedetermination of the Company’s Chairman and Chief Executive Officer, a PITV Investor will not betreated as a Conflicted PITV Investor with respect to any information if either (i) all of theother PITV Investors agree that such PITV Investor is not a Conflicted PITV Investor with respectto such information, or (ii) a majority of the Board of Directors agree that such PITV Investor isnot a conflicted PITV Investor with respect to such information. In the event of uncertainty as towhether any particular information should be classified as Confidential Information, the Chairmanand Chief Executive Officer should, acting reasonably, consult with the Company’s outsidecompetition counsel to assure the Company complies with the Company’s policies and applicablecompetition and antitrust Laws. The Chairman and Chief Executive Officer also should, actingreasonably, discuss with competition counsel any practical methods to limit the amount ofConfidential Information (e.g., by consolidating information on any single competitive market witha broad group of markets that are not competitive vis-à-vis such Conflicted PITV Investor), withthe objective of providing as much meaningful information to Conflicted PITV Investors as ispractical under the circumstances and does not present a risk of violating or the appearance ofviolating applicable competition or antitrust Laws. The Company, its subsidiaries, and theirrespective directors, officers, employees, equity holders, agents and representatives, shall notdisclose Confidential Information with respect to which any PITV Investor has been found to be aConflicted PITV Investor to such Conflicted PITV Investor or any Affiliate thereof (including anyBoard Observers designated by such PITV Investor). Each Conflicted PITV Investor shall cause anymember of the Board or Board Observer designated by such PITV Investor to recuse himself or herselffrom any portion of a meeting of the Board regarding the applicable Confidential Information. ThePITV Investors, will use good faith efforts to conduct meetings of the Board (and its committees)in a manner that limits the amount of time representatives of Conflicted PITV Investors arerequired to be recused from the meetings. For the avoidance of doubt, Televisa Investors shall notbe deemed to be a Conflicted PITV Investor for ***-related matters (other than disputes under the***).
 
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4.5 Company Debt. Each of the PITV Investors agrees that it will not, in its capacityas a holder of any Indebtedness (other than, in the case of Televisa Investors, the TV Debenturesor successor securities thereof) of the Company or its subsidiaries, take action that would resultin an event of default or acceleration under such Indebtedness, or initiate an involuntarybankruptcy filing with respect to the Company or any of its subsidiaries; provided,however, that the foregoing shall not in any respect restrict any PITV Investor’s abilityto exercise its rights in the event of that the Company or any of its subsidiaries commences orbecomes subject to (voluntarily or involuntarily) any case, action or proceeding before any courtor other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,receivership, dissolution, winding-up or relief of debtors or any general assignment for thebenefit of creditors, composition, marshaling of assets for creditors, or other, similararrangement in respect of its creditors generally or any substantial portion of its creditors, ineach case undertaken under the Laws of any jurisdiction.4.6 13D or 13G Filing. Upon the Company’s Initial Public Offering, the Majority PITVInvestors may require, upon the advice of counsel that such action is legally required, that eachPITV Investor participate in, provide all information necessary for the filing of, and dulyexecute, a Schedule 13D or Schedule 13G, as applicable, “group” filing (without necessarilyacknowledging that the PITV Investors are a group) pursuant to the Exchange Act and Exchange ActRules with respect to the agreements among the PITV Investors and each such PITV Investor’sownership of the Company; provided that, except to the extent expressly required hereunder and bythe other Transaction Agreements, no PITV Investor will be required to act together for the purposeof acquiring, holding, voting, disposing of or otherwise with respect to, Shares and such aSchedule 13D or Schedule 13G filing shall not result in any PITV Investor being deemed toconstitute a group with any other PITV Investor(s) for any other purpose under any TransactionAgreement.4.7 Representations and Warranties of the Principal Investors. Except as set forth inSchedule 4.7, each Principal Investor represents and warrants (for itself, and not onbehalf of or jointly with any other Principal Investor) to Televisa, as of October 3, 2010 and asof the date hereof only, that: (i) neither it nor any of its Affiliated Funds is party to oris bound by any agreements with the other Principal Investor Groupsregarding the Company or its subsidiaries;
 
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 (ii) it has not Transferred any of the equity securities ofthe Company or any of its Affiliates acquired at the Merger Closing and,since the Merger Closing, has not purchased, been issued, received orotherwise acquired any equity securities of the Company or any of itsAffiliates, in each case other than (x) to members of the same PrincipalInvestor Group as itself or (y) in the Recapitalization; (iii) except as otherwise disclosed to Televisa prior toOctober 3, 2010, neither it nor any of its Affiliated Funds owns, directlyor indirectly, any Indebtedness of the Company or its subsidiaries; (iv) it is not engaged in any negotiations or discussions tosell all or any part of the Company or its ownership of the Company to anyparty other than Televisa; and (v) it has agreed for the benefit of the Company and the PITVInvestors that it will not be paid, and it hereby irrevocably waives anyright to payment, by the Company and its subsidiaries of any rights to orcompensation (including any transaction fees) in connection with theTelevisa Investment and any other transactions relating to subsequentinvestments in the Company by Televisa expressly provided for by theTransaction Agreements (including the Televisa Option, the PreferentialRight of First Refusal and the Preferential Participation Right) (for theavoidance of doubt, (x) the PITV Investors may receive compensation pursuantto the Service Agreements in the future in respect of securities offerings,including Public Offerings, and acquisitions, financings and a Merger Exit,even though Televisa has a preemptive right with respect thereto (but notwith respect to the Televisa Option, the Preferential Right of First Refusaland the Preferential Participation Right) and (y) the Saban Arrangements arenot impacted by this clause (v)).The representations and warranties set forth in this Section 4.7 shall expire on theeighteen month anniversary of the Televisa Closing.**5. REMEDIES**.5.1 General. The parties hereto acknowledge that money damages are not an adequateremedy for violations of this Agreement and that any party, in addition to any other rights andremedies which the parties may have hereunder or at law or in equity, may, in his or its solediscretion, apply to a court of competent jurisdiction for specific performance or injunction orsuch other relief as such court may deem just and proper in order to enforce this Agreement orprevent any violation hereof and, to the extent permitted by applicable Law, each party waives anyobjection to the imposition of such relief. All rights, powers and remedies provided under thisAgreement or otherwise available in respect hereof at law or in equity shall be cumulative and notalternative, and the exercise or beginning of the exercise of any thereof by any party shall notpreclude the simultaneous or later exercise of any other such rights, powers or remedies by suchparty.
 
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**6. LEGENDS**.6.1 Restrictive Legend. Each certificate representing Shares issued or transferred toa PITV Investor shall have the following legend endorsed conspicuously thereupon:**“THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SALE,ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF APRINCIPAL INVESTOR AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, TO WHICH THEISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDESRESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SECURITIES REPRESENTED BY THISCERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OFTHE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”**Any Person who acquires Shares which are not subject to all or part of the terms of thisAgreement shall have the right to have such legend (or the applicable portion thereof) removed fromcertificates representing such Shares.6.2 Stop Transfer Instruction. The Company will instruct any transfer agent not toregister the Transfer of any Shares until the conditions specified in the foregoing legend, thisAgreement, the Stockholders Agreement and the Participation, Registration Rights and CoordinationAgreement are satisfied.6.3 Shares Held by Co-Investment Vehicles. Each Principal Investor Group agrees toconvert any shares of Class A Common Stock held by the Co-Investment Vehicles of such PrincipalInvestor Group at any time into shares of Class B Common Stock upon the receipt thereof by suchCo-Investment Vehicle.6.4 Shares Held by Televisa. In the event any stockholder of the Company converts itsvoting shares of Common Stock into non-voting shares of Common Stock, the Company shall promptlynotify Televisa of such conversion and the number of voting shares of Common Stock that is or willbe held by such stockholder and all stockholders following such conversion and shall provide theTelevisa Investors with a certificate signed by an authorized Senior Officer stating that suchconversion has occurred and the number of shares of Common Stock which have been converted and, ifactually known to the Company, the reasons for effectuating such conversion. Not later than thefifteenth (15th) Business Day after the Televisa Investors receive such notice andcertificate, the Televisa Investors will convert (by delivery to the Company of (i) written noticeof such conversion and (ii) the certificate(s), duly endorsed for transfer, evidencing such sharesto be converted), and each Televisa Investor hereby authorizes the Company to convert on itsbehalf, and such conversion shall be deemed to automatically have occurred, in the event it failsto deliver to the Company within such 15 Business-Day period the items set forth in paragraphs (i)and (ii) above, in accordance with the provisions of the Charter with respect to such Common Stock,an amount of the Televisa Investors’ voting shares of Common Stock (pro-rata amongst
 
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theTelevisa Investors, based on the number of voting sharesof Common Stock held by such Televisa Investors or as otherwise determined by Televisa) intonon-voting shares of Common Stock such that the Televisa Investors’ aggregate Equity Percentage(but without regard to clause (a) of the definition of Equity Percentage) is no greater than theMaximum Equity Percentage (i.e., if the Televisa Investors’ aggregate Equity Percentage (withoutregard to clause (a) of the definition of Equity Percentage) is increased by the conversion by astockholder of the Company of its voting shares of Common Stock into non-voting shares of CommonStock but the Televisa Investors’ aggregate Equity Percentage (without regard to clause (a) of thedefinition of Equity Percentage) is as a result thereof less than or equal to the Maximum EquityPercentage, then no conversion of any shares of Common Stock of Televisa Investors will berequired). In the event any stockholder of the Company converts its non-voting shares of CommonStock into voting shares of Common Stock, the Company shall promptly notify the Televisa Investorsof such conversion and the number of non-voting shares of Common Stock that is or will be held bysuch stockholder and all stockholders of the Company following such conversion and shall providethe Televisa Investors with a certificate signed by an authorized Senior Officer stating that suchconversion has occurred and the number of shares of Common Stock which have been converted and, ifactually known to the Company, the reasons for effectuating such conversion. The TelevisaInvestors will be permitted to convert (by delivery to the Company of (x) written notice of suchconversion and (y) the certificate(s), duly endorsed for transfer, evidencing such shares to beconverted), in accordance with the provisions of the Charter with respect to such Common Stock, anamount of the Televisa Investors’ non-voting shares of Common Stock (pro-rata amongst the TelevisaInvestors, based on the number of non-voting shares of Common Stock held by all Televisa Investors)into voting shares of Common Stock up to the Maximum Equity Percentage. Notwithstanding theforegoing, nothing contained herein shall be deemed to limit or restrict in any way the right ofthe Televisa Investors, at any time and from time to time, to convert their non-voting shares ofCommon Stock into voting shares of Common Stock up to the Maximum Equity Percentage. In each case,the Company shall promptly thereafter issue and send to the applicable Televisa Investors newcertificates, registered in the name of such Televisa Investors, evidencing the applicable sharesof Common Stock into which such Televisa Investors converted their respective shares of CommonStock. Notwithstanding the foregoing, the parties hereto agree and acknowledge that Televisa andits Permitted Transferees shall have no obligation to procure the agreement of, or compliance by,any Televisa Investor who is not a Permitted Transferee of Televisa and Televisa’s percentage ofvoting shares shall not be adversely affected as a result of such non-compliance.**7. AMENDMENT, TERMINATION, ETC**.7.1 Oral Modifications. This Agreement may not be orally amended, modified, extendedor terminated, nor shall any oral waiver of any of its terms be effective.
 
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7.2 Written Modifications. Subject to Sections 2.3.2 and 2.4 of thisAgreement, this Agreement may be amended, modified, extended, terminated or waived (an“Amendment”), and the provisions hereof may be waived, only by an agreement in writingsigned by the Company and the Majority PITV Investors; provided, however, that:7.2.1 (a) the consent of each of the Principal Investor Groups shall be required for anyAmendment of (i) the provisions of Sections 2.3.2, 2.6.1 and 2.6.5 (ii)any provision requiring unanimous consent of the Principal Investor Groups, or (iii) thisclause (a) of Section 7.2; (b) the consent of the Televisa Investors shall berequired for any Amendment to (i) the provisions of Sections 2.4, 2.5,2.6, 2.7, 2.8, 2.10, 3.1, 4.1, 4.2,4.4, 4.5, and 7.5 or (ii) this clause (a) and clause(b) of Section 7.2 or the definitions used therein; and (c) the consent of eachPITV Investor or PITV Investor Group, as applicable, shall be required for any Amendment thatDiscriminates against the rights of such PITV Investor or PITV Investor Group, as applicable,as such under this Agreement as compared to the other PITV Investors or PITV Investor Groups,as applicable. Each such Amendment shall be binding upon each party hereto and each holder ofShares subject hereto. In addition, each party hereto and each holder of Shares subject heretomay waive any right of such holder hereunder by an instrument in writing signed by such partyor holder. To the extent the Amendment of any Section of this Agreement would require aspecific consent pursuant to this Section 7.2, any Amendment to the definitions used insuch Section as applied to such Section shall also require the same specified consent.7.3 Withdrawal from Agreement. Any holder of Shares who ceases to be a member of aPITV Investor Group or is not a Purchaser of Control (each such holder, a “WithdrawingHolder”) shall cease to be a party to this Agreement and shall no longer be subject to theobligations of this Agreement or have rights under this Agreement; provided,however, that any such Withdrawing Holder shall retain the indemnification, contributionand reimbursement rights pursuant to Section 9.12 hereof with respect to any matter that(a) may be an Indemnified Liability and (b) occurred prior to such withdrawal. This Agreement willstay in effect with respect to Persons other than the Withdrawing Holders.7.4 Termination; Effect of Termination.7.4.1 This Agreement shall terminate and, except as provided herein, be of no furthereffect, at such time as there are no longer any PITV Investors. For the avoidance of doubt,this Agreement shall remain in effect after such time as there are no longer any PrincipalInvestors. No termination under this Agreement shall relieve any Person of liability forbreach prior to termination. In the event this Agreement is terminated, each PITV Investorshall retain the right to payment and reimbursement of certain expenses in accordance withSection 4.3 and (b) the indemnification, contribution and reimbursement rights pursuantto Section 9.12 hereof with respect to any matter that (i) may be an IndemnifiedLiability and (ii) occurred prior to such termination. In addition, the obligations of theCompany to maintain insurance pursuant to Section 4.2 hereof shall survive suchtermination.
 
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7.5 Federal Communications Laws and Antitrust Laws.7.5.1 In the event that the Voting Principal Investors, after consultation with Companycounsel and a Non Voting Principal Investor’s counsel (so long as such counsel is appointedpromptly upon request by the Majority Voting Principal Investors), reasonably determine in goodfaith that one or more provisions of this Agreement relating to the rights of Non VotingPrincipal Investors in view of (i) an adverse GovernmentalAuthority’s decision, order, written notice or ruling directed against the Company, asubsidiary thereof or such Non Voting Principal Investor, or (ii) a change in, modification,amendment or enactment of, applicable Governmental Authority’s laws, regulations, rules,decisions, orders, written notices, rulings, precedents or policies, are reasonably likely tocause or result in a violation of one or more Federal Communications Laws, the Voting PrincipalInvestors, by unanimous vote, in the exercise of their reasonable good faith judgment, (A) inthe case of an adverse Governmental Authority’s decision, order, written notice or rulingdescribed in clause (i) above shall, and (B) otherwise, may, amend, modify and/or supplementthe provisions of this Agreement (including by way of adding new provisions) to the extentdeemed necessary in the good faith judgment of the Voting Principal Investors (by unanimousvote) to prevent or cure any such violations, but in any case not in a manner that adverselyaffects any Televisa Investor or its rights or obligations under any Transaction Agreement.For the avoidance of doubt, restrictions imposed on the exercise of equityholders’ rights underFederal Communications Laws involving a general analysis of facts and circumstances rather thanthe promulgation of rules of general applicability will not be dispositive of whether therights granted hereunder will or will not violate such Laws, but will be considered inconjunction with all facts and circumstances related to the Company’s compliance with suchLaws.7.5.2 In the event that the Non Conflicted Principal Investors, after consultation withCompany counsel and a Conflicted Principal Investor’s counsel (so long as such counsel isappointed promptly upon request by the Majority Non Conflicted Principal Investors), reasonablydetermine in good faith that one or more provisions of this Agreement relating to the rights ofConflicted Principal Investors in view of (i) an adverse Governmental Authority’s decision,order, written notice or ruling directed against the Company, a subsidiary thereof or suchConflicted Principal Investor, or (ii) a change in, modification, amendment or enactment of,applicable Governmental Authority’s laws, regulations, rules, decisions, orders, writtennotices, rulings, precedents or policies, are reasonably likely to cause or result in aviolation of one or more Antitrust Laws, the Non Conflicted Principal Investors, by unanimousvote, in the exercise of their reasonable good faith judgment, (A) in the case of an adverseGovernmental Authority’s decision, order, written notice or ruling described in clause (i)above shall, and (B) otherwise, may, amend, modify and/or supplement the provisions of thisAgreement (including by way of adding new provisions) to the extent deemed necessary in thegood faith judgment of the Non Conflicted Principal Investors (by unanimous vote) to prevent orcure any such violations, but in any case not in a manner that adversely affects any TelevisaInvestor or its rights or obligations under any Transaction Agreement.7.5.3 In the event a Non Voting Principal Investor, after consultation with Companycounsel, determines that one or more provisions of this Agreement relating to the rights ofVoting Principal Investors can lawfully be held or exercised by Non Voting Principal Investorsdue to modifications in applicable Federal Communications Laws, the parties to this Agreementshall negotiate in good faith, and in consultation with Company counsel, to amend, modifyand/or supplement the provisions hereto as is appropriate to permit such right to be held orexercised, but in any case not in a manner that adversely affects any TelevisaInvestor or its rights or obligations under any Transaction Agreement; providedthat no such amendment, modification and/or supplement shall be made without the unanimousconsent of all Voting Principal Investors.
 
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7.5.4 In the event a Conflicted Principal Investor, after consultation with Companycounsel, determines that one or more provisions of this Agreement relating to the rights of NonConflicted Principal Investors can lawfully be held or exercised by Conflicted PrincipalInvestors due to modifications in applicable Antitrust Laws, the parties to this Agreementshall negotiate in good faith, and in consultation with Company counsel, to amend, modifyand/or supplement the provisions hereto as is appropriate to permit such right to be held orexercised, but in any case not in a manner that adversely affects any Televisa Investor or itsrights or obligations under any Transaction Agreement; provided that no such amendment,modification and/or supplement shall be made without the unanimous consent of all NonConflicted Principal Investors.7.5.5 Any PITV Investor may, from time to time and at any time, waive, permanently ortemporarily, any of its rights under this Agreement upon a written notice to the Company.7.5.6 The parties hereto agree to use their respective commercially reasonable efforts toexecute and deliver such documents and other information and make such filings withGovernmental Authorities as may be required to permit a Voting Principal Investor to become aNon Voting Principal Investor.**8. DEFINITIONS**. For purposes of this Agreement:8.1 Certain Matters of Construction. In addition to the definitions referred to orset forth below in this Section 8: (i) The words “hereof’, “herein”, “hereunder” and words ofsimilar import shall refer to this Agreement as a whole and not to anyparticular Section or provision of this Agreement, and reference to aparticular Section of this Agreement shall include all subsections thereof; (ii) The word “including” shall mean including, withoutlimitation; (iii) Definitions shall be equally applicable to both nounsand verbs and the singular and plural forms of the terms defined; (iv) The masculine, feminine and neuter genders shall eachinclude the other; (v) For the avoidance of doubt, unless otherwise specified,the term “outstanding,” as used in this Agreement in reference to capitalstock, shall not include Convertible Securities or shares issuable uponconversion, exchange or exercise thereof, and as used in this Agreementin reference to Convertible Securities, shall mean Convertible Securitiesthat are outstanding (without giving effect to the conversion, exchange orexercise of such Convertible Securities); and
 
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 (vi) For the avoidance of doubt, “fully diluted” as used inthis Agreement in reference to capital stock, shall mean after giving effectto the conversion, exchange or exercise of all outstanding ConvertibleSecurities.8.2 Definitions. The following terms shall have the following meanings:“2007 Equity Incentive Plan” shall mean the Broadcasting Media Partners, Inc. 2007Equity Incentive Plan, effective as of March 27, 2007, as amended from time to time, or anysuccessor or additional Company management equity incentive plan approved by the Company’s Board.“2007 Principal Investor Agreement” shall have the meaning set forth in the Recitals.“2010 Equity Incentive Plan” shall mean the Broadcasting Media Partners, Inc. EquityIncentive Plan, effective as of the date hereof, as amended from time to time, or any successor oradditional Company management equity incentive plan approved by the Board.“2010 Principal Investor Agreement” shall have the meaning set forth in the Recitals.“Acquisition Holdco” shall have the meaning set forth in the Stockholders Agreement.“Acquisition Sub” shall have the meaning set forth in the Recitals.“Acquisition Target” shall mean any one or more assets (including any equity interestsin any Person) or businesses that the Company or any subsidiary thereof intends to purchase, rent,lease in, license in, exchange or otherwise acquire; provided, that the management of theCompany or any subsidiary thereof shall have notified the Board of such intention in writing.“Affiliate” shall mean, with respect to any specified Person, any other Person whichdirectly or indirectly through one or more intermediaries controls, or is controlled by, or isunder common control with, such specified Person; provided, however, that neitherthe Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders(and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) ifsuch specified Person is a private equity investment fund, any other private equity investment fundthe primary investment advisor to which is the primary investment advisor to such specified Personor an Affiliate thereof and (b) if such specified Person is a natural Person, any Family Member ofsuch natural Person.“Affiliated Fund” shall mean, with respect to any specified Person, a private equityinvestment fund that is an Affiliate of such Person or that is advised by the same investmentadviser as such Person or by an Affiliate of such investment adviser.
 
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“Agreement” shall have the meaning set forth in the Preamble, as amended from time totime.“Amendment” shall have the meaning set forth in Section 7.2.“Antitrust Laws” shall mean any federal, foreign or state law now or hereafter ineffect (and any regulation thereunder), including the Sherman Act, the Clayton Act and theHart-Scott-Rodino Act, in each case as amended, and regulations or policies promulgated thereunder,pertaining to antitrust, competition or fair trade matters.“Audit Committee” shall have the meaning set forth in Section 2.6.“Bankruptcy Code” shall mean Chapter 11 of Title 11 of the United States Code, asamended from time to time and any successor statute and all rules and regulations promulgatedthereunder.“BMPH” shall have the meaning set forth in the Preamble.“BMPS1” shall mean BMPI Services, LLC.“BMPS1 LLC Agreement” shall mean the Amended and Restated Limited Liability CompanyAgreement of BMPS1, dated as of January 29, 2008, as amended from time to time.“BMPS2” shall have the meaning set forth in the Recitals.“BMPS2 LLC Agreement” shall mean the Amended and Restated Limited Liability CompanyAgreement of BMPS2, dated as of the date hereof, as amended from time to time.“BOFAS” shall have the meaning set forth in the definition of “Existing DebtDocuments.”“Board” shall mean the board of directors of the Company or any authorized committeethereof.“Board Nominee” shall have the meaning set forth in Section 2.5.2(ii).“Board Observer” shall have the meaning set forth in Section 2.5.4.“Board Seat Assignee” shall have the meaning set forth in Section 2.5.3(i).“Business” shall mean the business of the Company and its subsidiaries conducted atany given time or which the Board has authorized the Company to develop or pursue (by acquisitionor otherwise), which currently consist of (primarily but not necessarily exclusively)Spanish-language media in the U.S., including Spanish-language television broadcast networks,Spanish-language radio broadcast networks, ownership and operation of Spanish-language televisionand radio stations and Spanish-language Internet portals.
 
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“Business Day” shall mean any day that is not a Saturday, a Sunday or other day onwhich banks are required or authorized by Law to be closed in the City of New York or Mexico.“Chairman” shall mean the Chairman of the Board.“Change of Control” shall have the meaning set forth in the Stockholders Agreement.“Change of Control Procedures” shall have the meaning set forth in the StockholdersAgreement.“Charter” shall mean the Amended and Restated Certificate of Incorporation of theCompany, as filed with the Delaware Secretary of State, on the date hereof, as may thereafter beamended from time to time.“Class A Common Stock” shall mean the voting Class A Common Stock, par value $.001 pershare, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class A Common Stock, includingshares of common stock issued upon an Initial Public Offering in exchange for or in substitutionfor such Class A Common Stock, or as such shares of Class A Common Stock may be reclassified.“Class B Common Stock” shall mean the nonvoting Class B Common Stock, par value $.001per share, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class B Common Stock, includingshares of common stock issued upon an Initial Public Offering in exchange for or in substitutionfor such Class B Common Stock, or as such shares of Class B Common Stock may be reclassified.“Class C Common Stock” shall mean the voting Class C Common Stock, par value $.001 pershare, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class C Common Stock, or as suchshares of Class C Common Stock may be reclassified.“Class D Common Stock” shall mean the nonvoting Class D Common Stock, par value $.001per share, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class D Common Stock, or as suchshares of Class D Common Stock may be reclassified.“Co-Investment Vehicle” shall mean any one of (a) the MDP Co-Investment Vehicles,collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles,collectively, and (d) the TPG Co-Investment Vehicles, collectively.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Commercial Agreements” shall mean the Program License Agreement (and all agreementsancillary thereto for programming rights granted to the Company), the Second Program LicenseAgreement, the IPRA Amendment, the Sales Agency Agreement and the Mexico License Agreement.“Common Stock” shall mean the common stock of the Company, including the Class ACommon Stock, the Class B Common Stock, the Class C Common Stock and the Class D Common Stock.“Company” shall have the meaning set forth in the Preamble.“Compensation Committee” shall have the meaning set forth in Section 2.6.“Competitor” shall have the meaning set forth in the Stockholders Agreement.“Compliant Change of Control Transaction” shall have the meaning set forth in theStockholders Agreement.“Confidential Information” shall mean, without limitation to any provision of theStockholders Agreement, any confidential or proprietary information or other competitivelysensitive information, including information regarding strategic plans, sales, marketing, talentcontracts, acquisition targets, and current or future pricing obtained from the Company or anysubsidiary thereof, unless such confidential information (a) is known or becomes known to thepublic in general (other than as a result of a breach of this Agreement or the divulging Persons’contractual or fiduciary obligations to the Company), (b) is or has been independently developed orconceived by the party holding such information without use of the Company’s or its subsidiaries’Confidential Information, or (c) is or has been made known or disclosed to the party holding suchinformation by a third party without a breach of any obligation of confidentiality such third partymay have to the Company or any of its subsidiaries that is known to such party.“Conflicted PITV Investor” shall mean as of any applicable time, with respect to anyConfidential Information of the Company or its subsidiaries relating to, or that would bereasonably likely to affect, any portion of the Business (including an Acquisition Target or itsacquisition by the Company or any subsidiary thereof), any PITV Investor or an Affiliate thereof,which has a material conflict of interest to which such Confidential Information is reasonablydirectly related. For the purpose of this definition, the ownership by a PITV Investor alone ortogether with its Affiliates of less than *** of each class of the voting securities of aCompetitor *** shall not alone result in the PITV Investor being deemed to be a Conflicted PITVInvestor pursuant to the preceding sentence. If any member of a PITV Investor Group or any of itsAffiliates is a Conflicted PITV Investor, the Principal Investor Group of which it is a membershall also be a “Conflicted PITV Investor.” For the avoidance of doubt, the TelevisaInvestors shall not be deemed to be a Conflicted PITV Investor solely as a result of discussions bythe Board or a committee thereof or information related to (i) the *** (other than disputes underany such agreement) or (ii) compliance with Federal Communications Laws.
 
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“Conflicted Principal Investor” shall mean any Principal Investor who is a ConflictedPITV Investor.“Contract” shall mean any note, bond, mortgage, indenture, loan or credit agreement,or any other contract, agreement, lease, license, deed of trust, permit, franchise or otherinstrument or obligation.“control” (including, with correlative meanings, the terms “controlling,” “controlledby” and “under common control with”), as used with respect to any Person, shall mean thepossession, directly or indirectly, of the power to direct or cause the direction of the managementor policies of such Person, whether through the ownership of voting securities, by agreement orotherwise.“Convertible Securities” shall mean any evidence of indebtedness (including the TVDebentures), shares of stock, options, warrants (including the TV Warrants) or other securitieswhich are directly or indirectly convertible into or exchangeable or exercisable for shares ofCommon Stock, including any options and warrants; provided that the Preferential Rights shall notbe deemed to be Convertible Securities.“Covered Matters” shall have the meaning set forth in Section 10.1.“DBSI” shall have the meaning set forth in the definition of “Existing DebtDocuments.”“Debt Committee” shall have the meaning set forth in Section 2.6.“DMA” shall mean designated market areas as defined from time to time by Nielsen MediaResearch Company.“Discriminate(s)” and “Discrimination” shall mean, with respect to a specifiedPerson, to discriminate against such specified Person as compared to other applicable parties in amanner that is, or is reasonably expected to be, (a) with respect to all Persons other than theTelevisa Investors, materially and disproportionately adverse to such specified Person and, (b)with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.“Equity Incentive Plans” shall mean the 2007 Equity Incentive Plan and the 2010 EquityIncentive Plan, collectively.“Equity Percentage” shall have the meaning set forth in the Stockholders Agreement.“Exchange Act” shall mean the Securities Exchange Act of 1934 and the rules andregulations promulgated thereunder, as amended from time to time.“Exchange Act Rules” shall mean the rules adopted by the Securities and ExchangeCommission under the Exchange Act.“Executive Committee” shall have the meaning set forth in Section 2.6.
 
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“Existing Debt Documents” shall mean (i) that certain Credit Agreement dated as ofMarch 29, 2007 by and among Univision, Univision of Puerto Rico Inc., the lenders party thereto,and Deutsche Bank AG New York Branch, as Administrative Agent and First-Lien Collateral Agent forthe First-Lien Lenders and as Administrative Agent and Second-Lien Collateral Agent for theSecond-Lien Lenders, Deutsche Bank Securities Inc. (“DBSI”) and Banc Of America SecuritiesLLC (“BOFAS”), as Joint Lead Arrangers for the First-Lien Facilities, DBSI and CreditSuisse, as Joint Lead Arrangers for the Second-Lien Facility, BOFAS, as documentation agent, andCredit Suisse, Cayman Islands Branch, Wachovia Bank, National Association, The Royal Bank OfScotland, PLC and Lehman Brothers Inc., as joint syndication agents, as amended on June 19, 2009and October 26, 2010, and as further amended from time to time, the outstanding 7.85% UnivisionSenior Notes due on July 15, 2011, (iii) the outstanding 9.75%/10.50% Univision Senior Notes due onMarch 15, 2015, (iv) the outstanding 12.00% Univision Senior Secured Notes due July 1, 2014, (v)the outstanding 7.875% Univision Senior Secured Notes due on November 1, 2020 and (vi) theoutstanding 8.5% Univision Senior Unsecured Notes due on May 15, 2021.“Family Member” shall mean, with respect to any natural Person, (a) any linealdescendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse orformer spouse of any of the foregoing, (c) any legal representative or estate of any of theforegoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d)any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of theforegoing Persons described in clauses (a) through (c) above.“FCC” shall mean the United States Federal Communications Commission or any successorentity.“Federal Communications Laws” shall mean the Communications Act of 1934, as amended,and any successor statute thereto, and the rules, regulations and policies promulgated by the FCCthereunder.“GAAP” shall mean United States generally accepted accounting principles as in effecton the date of the Televisa Closing.“Governmental Authority” shall mean any United States (federal, state or local) orforeign government, or governmental, regulatory, judicial or administrative authority, agency,commission or court (including the FCC and applicable stock exchange(s)).“Group” shall mean “group” (within the meaning of Section 13(d)(3) of the ExchangeAct); provided, that a “group” must be formed knowingly in order to constitute a Group, andthe existence of any Group may not be established by mere parallel action.
 
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“Indebtedness” shall mean, as of any date of determination, any indebtedness(including principal and any premium) of the Company and its consolidated subsidiaries on aconsolidated basis which both (a) customarily bears interest on the outstanding principal amountthereof and (b) appears as a liability upon a balance sheet (excluding the footnotes thereto) ofsuch Person prepared in accordance with GAAP (including any guaranty by the Company and itsconsolidated subsidiaries of the foregoing types of Indebtedness of any third party and anysuch Indebtedness of any third party which is secured by a Lien on the assets of the Company or itsconsolidated subsidiaries) plus, without duplication, the aggregate outstanding principal amount ofthe TV Debentures. Notwithstanding the foregoing, in no event shall “Indebtedness” bedeemed to include (i) non-interest bearing contingent obligations incurred in the ordinary courseof business, (ii) inter-company indebtedness, (iii) trade payables or similar obligations to tradecreditors in the ordinary course of business, (iv) non-interest bearing liabilities accrued in theordinary course of business, (v) any amounts attributable to a lease which, if in effect at thetime of the Televisa Closing would have been characterized as an “operating lease” under GAAP, (vi)any derivative instrument in the ordinary course of business intended to provide an accounting oreconomic hedge of the indebtedness of the Company and its subsidiaries, (vii) the Letter of Creditissued to Televisa upon the Televisa Closing and any related reimbursement obligations, includingfees or margin pertaining thereto in favor of Televisa, as further described in the Letter ofCredit or (viii) payments under the Program License Agreement, the Mexico License Agreement, theIPRA Amendment or the Sales Agency Agreement. For the avoidance of doubt, Indebtedness shall becalculated consistent with the illustrative example set forth in Schedule 8.2 to this Agreement.“Indemnified Liabilities” shall have the meaning set forth in Section 9.12.1.“Indemnitees” shall have the meaning set forth in Section 9.12.1.“Independence” shall mean meeting the test for independent director status as setforth in the New York Stock Exchange Listing Standards §303A.02.“Initial Public Offering” shall mean the initial underwritten Public Offeringregistered on Form S-1 (or any successor form under the Securities Act).“Interim Charter” shall have the meaning set forth in the Recitals.“Investment Agreement” shall have the meaning set forth in the Recitals.“IPRA Amendment” shall have the meaning set forth in the Investment Agreement.“Law” shall mean any statute, law, ordinance, regulation, rule, code, injunction,judgment, decree, order or any other judicially enforceable legal requirement (including commonlaw) of any Governmental Authority.“Lien” shall mean with respect to any asset, any mortgage, lien (statutory orotherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbranceof any kind in respect of such asset, whether or not filed, recorded or otherwise perfected underapplicable law, including any conditional sale or other title retention agreement, any lease in thenature thereof, any option or other agreement to sell or give a security interest in and any filingof or agreement to give any financing statement under the Uniform Commercial Code (or equivalentstatutes) of any jurisdiction; provided that in no event shall an operating lease or therestrictionson transfer under applicable state and federal securities and Federal Communications Laws andthe Transaction Agreements be deemed to constitute a Lien.
 
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“Majority in Interest” shall mean with respect to Shares of one or more class(es), amajority in number of such Shares of all such class or classes taken in the aggregate.“Majority MDP Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the MDP Investors.“Majority Non Conflicted Principal Investors” shall mean as of any applicable time,with respect to any Confidential Information, (a) Principal Investor Groups (excluding, in eachcase, Co-Investment Vehicles that constitute part of such Principal Investor Group) that do notinclude Conflicted PITV Investors with respect to such Confidential Information and that, in theaggregate, hold at least sixty percent 60% of the outstanding Common Stock then held by allPrincipal Investor Groups that do not include Conflicted PITV Investors with respect to suchConfidential Information (without taking into account Shares held by Co-Investment Vehicles thatare part of such Group) and (b) a majority of the Principal Investor Groups that do not includeConflicted PITV Investors with respect to such Confidential Information (without taking intoaccount Shares held by Co-Investment Vehicles that are part of such Group); provided, thatif the aggregate number of Principal Investor Groups that do not include Conflicted PITV Investorswith respect to such Confidential Information is an even number and a majority of the PrincipalInvestor Groups that do not include Conflicted PITV Investors with respect to such ConfidentialInformation has not reached agreement or consented with respect to a matter, the term “Majority NonConflicted Principal Investors” shall be determined by reference to paragraph (a) of thisdefinition only.“Majority PEP Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the PEP Investors.“Majority PITV Investors” shall mean, as of any applicable time, (a) PITV InvestorGroups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding CommonStock then held by all PITV Investor Groups (provided, in the case of the TelevisaInvestors, including only such shares of Common Stock held directly by Televisa) and (b) a majorityof the PITV Investor Groups; provided, that if the aggregate number of PITV Investor Groupsis two and both of the PITV Investor Groups have not reached agreement or consented with respect toa matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a)of this definition only; provided, further, that no Principal Investor Group shallbe deemed to be a Principal Investor Group for purposes of this definition from and after such timethat it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate,of the Shares held by such Principal Investor Group immediately following the Televisa Closing toPersons other than their respective Permitted Transferees; and provided, further,that, following a Transfer of control to an initial or subsequent Purchaser of Control, suchPurchaser of Control shall have the right to exercise the rights of the transferor PrincipalInvestor Groups and the transferor PITV Investor Groups in accordance with Section 3.8 of theStockholders Agreement.
 
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“Majority Principal Investors” shall mean, as of any applicable time, (a) PrincipalInvestor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of suchPrincipal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stockthen held by all Principal Investor Groups (without taking into account shares of Common Stock heldby Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of thePrincipal Investor Groups; provided, that if the aggregate number of Principal InvestorGroups is an even number and a majority of the Principal Investor Groups has not reached agreementor consented with respect to a matter, the term “Majority Principal Investors” shall have themeaning set forth in clause (a) of this definition only; provided, further,that no Principal Investor Group shall be deemed to be a Principal Investor Group for purposes ofthis definition from and after such time that it has voluntarily sold sixty six and two thirdspercent (66 2/3%) or more, in the aggregate, of the Shares held by such Principal Investor Groupimmediately following the Televisa Closing to Persons other than their respective PermittedTransferees; provided, further, that, following a Transfer of control to an initialor subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise therights of the Principal Investors and the Majority Principal Investors in accordance with Section3.8 of the Stockholders Agreement.“Majority SCG Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the SCG Investors.“Majority Televisa Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the Televisa Investors.“Majority THL Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the THL Investors.“Majority TPG Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the TPG Investors.“Majority Voting Principal Investors” shall mean, as of any applicable time, (a)Principal Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part ofsuch Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Class ACommon Stock then held by all Voting Principal Investor Groups (without taking into account Sharesheld by Co-Investment Vehicles that are part of such Group) and (b) a majority of the VotingPrincipal Investor Groups; provided, that if the aggregate number of Voting PrincipalInvestor Groups is an even number and a majority of the Voting Principal Investor Groups has notreached agreement or consented with respect to a matter, the term “Majority Voting PrincipalInvestors” shall have the meaning set in clause (a) of this definition only;provided, further, that no Principal Investor Group shall be deemed to be aPrincipal Investor Group for purposes of this definition from and after such time that it hasvoluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of theShares held by such Principal Investor Group immediately following the Televisa Closing to Personsthat are not Permitted Transferees of such Principal Investor Group; provided,further, that, following a Transfer of control to an initial or subsequent Purchaser ofControl, such Purchaser of Control shall have the right to exercise therights of the Principal Investor Groups and the Majority Voting Principal Investors inaccordance with Section 3.8 of the Stockholders Agreement.
 
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“Management Review and Succession Committee” shall have the meaning set forth inSection 2.6.“Maximum Equity Percentage” shall have the meaning set forth in the StockholdersAgreement.“MDP” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., MDCPIVIntermediate (Umbrella), L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate(Umbrella), L.P. and their respective Permitted Transferees, in each case only if such Person isthen a Stockholder and holds any Shares.“MDP Co-Investment Vehicles” shall mean, as of any date, MDCP Foreign Co-Investors(Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities,and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof(including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of MDP, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate (Umbrella),L.P., MDCPV Intermediate (Umbrella), L.P., nor any successor thereof shall be deemed to be aCo-Investment Vehicle for the purposes of this Agreement.“MDP Investors” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Merger” shall have the meaning set forth in the Recitals.“Merger Agreement” shall have the meaning set forth in the Recitals.“Merger Closing” shall have the meaning set forth in the Recitals.“Merger Exit” shall have the meaning set forth in the Stockholders Agreement.“Mexico License Agreement” shall have the meaning set forth in the InvestmentAgreement.“Minimum Total Combined Investment” shall mean, with respect to any one PrincipalInvestor, shares of Common Stock with an aggregate initial cost of $150,000,000. For purposeshereof, the agreed initial cost of a share of Common Stock shall be $398.52 (subject to appropriateadjustment for stock splits, dividends and similar events).“Nominating Committee” shall have the meaning set forth in Section 2.6.
 
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“Non Conflicted Principal Investor” and “Non Conflicted Principal InvestorGroup” shall mean a Principal Investor or a Principal Investor Group, as applicable, which isnot a Conflicted Principal Investor or a Conflicted Principal Investor Group, as applicable.“Non-Related PITV Groups” shall have the definition set forth in the definition of“PITV Investor Majority”.“Non Voting Principal Investor” shall mean a Principal Investor which is not a VotingPrincipal Investor.“Non Voting Principal Investor Group” shall mean a Principal Investor Group which isnot a Voting Principal Investor Group.“Open Market Purchase Rights” shall have the meaning set forth in the InvestmentAgreement.“Options” shall mean any options to subscribe for, purchase or otherwise directlyacquire Common Stock, other than (i) any such option held by the Company or any direct or indirectsubsidiary thereof or (ii) any right to purchase shares of Common Stock pursuant to theStockholders Agreement or the Participation, Registration Rights and Coordination Agreement.“Participation, Registration Rights and Coordination Agreement” shall mean the Amendedand Restated Participation, Registration Rights and Coordination Agreement of the Company, dated asof the date hereof, as amended from time to time.“PEP” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P.,Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P.,Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each caseonly if such Person is then a Stockholder and holds any Shares.“PEP Co-Investment Vehicles” shall mean, as of any date, Providence Co-Investors(Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successorentities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equitythereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of PEP, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither Providence Investors V(Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall bedeemed to be a Co-Investment Vehicle for the purposes of this Agreement.“PEP Investors” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.
 
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“Permitted Transferee” shall mean, in respect of (a) any PITV Investor, (i) anyAffiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) anysuccessor entity, (b) any SCG Investor, (i) any Person which is controlled by or for the benefit ofHaim Saban or Cheryl Saban (or in the event of their divorce, their subsequent respective spouses)(collectively “Saban”) or their Family Members (other than a portfolio company of any SCGInvestor), (ii) then-current or former officers and/or employees of Saban or entities controlled bySaban who were issued such interests as a result of or in connection with their employment bySaban, or such officers’ and/or employees’ Family Members to the extent they receive suchTransferred interests initially issued to such officer or employee as a result of or in connectionwith his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship orother entity created for estate or tax planning purposes all of the beneficiaries of which are anyof the persons listed in subclause (i) to (iii) of this clause (b), and (c) anyholder of Shares who is a natural person, (i) upon the death of such natural person, such person’sestate, executors, administrators, personal representatives, heirs, legatees or distributees ineach case acquiring the Shares in question pursuant to the will or other instrument taking effectat death of such holder or by applicable Laws of descent and distribution and (ii) any Personacquiring such Shares pursuant to a qualified domestic relations order; in each case described inclauses (a) through (c), only if such transferee agrees to be bound by the terms ofthe Transaction Agreements in accordance with their respective terms to the same extent itstransferor is bound thereby (it being understood that any Transfer not meeting the foregoingconditions but purporting to rely on Section 3.1.1 of the Stockholders Agreement shall be null andvoid). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transfereesof itself and any member of a Principal Investor Group shall be a Permitted Transferee of any othermember of such Principal Investor Group. No Restricted Person may be a “Permitted Transferee.”“Person” shall mean any individual, partnership, corporation, company, association,trust, joint venture, limited liability company, unincorporated organization, entity or division,or any government, governmental department or agency or political subdivision thereof.“PITV Investor Group” shall mean (a) each of the Principal Investor Groups; and (b)the Televisa Investors; provided, however, that the Televisa Investors shall ceaseto be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for thevote, consent or approval of any PITV Investor Group, such vote, consent or approval shall bedetermined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCGInvestors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPGInvestors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwisespecifically set forth herein.
 
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“PITV Investor Majority” shall mean, with respect to a transaction between the Companyor one of its subsidiaries on the one hand and a PITV Investor Group (or any member thereof) or oneof its, or their, Affiliates on the other (a “Related PITV Group”), (a) (i) PITV InvestorGroups that are not and whose Affiliates are not Related PITV Groups with respect to suchtransaction (“Non-Related PITV Groups”) and who, in the aggregate, hold a Majority inInterest of the outstanding Common Stock then held by all Non-Related PITV Groups and (ii) amajorityof the Non-Related PITV Groups, (b) if the aggregate number of Non-Related PITV Groups is twoand both of the Non-Related PITV Groups have not reached agreement or consented with respect to thetransaction, “PITV Investor Majority” shall have the meaning set in clause (a) (i) of thisdefinition only, or (c) if each PITV Investor Group and/or an Affiliate of each PITV Investor Groupis a Related PITV Group with respect to such transaction, the Majority PITV Investors;provided, that in the case of clause (c), no PITV Investor Group may be treated in adisproportionately adverse manner with respect to other PITV Investor Groups in such transaction;provided, further, that no Principal Investor Group shall be deemed to be a PITVInvestor Group for purposes of this definition from and after such time that it has voluntarilysold sixty six and two thirds percent (66 2/3%) or more, in the aggregate, of the Shares held bysuch Principal Investor Group immediately following the Televisa Closing to Persons that are notPermitted Transferees of such Principal Investor Group; provided, further, that,following a Transfer of control to an initial or subsequent Purchaser of Control, such Purchaser ofControl shall have the right to exercise the rights of the transferor Principal Investor Groups andthe transferor PITV Investor Groups in accordance with Section 3.8 of the StockholdersAgreement. For the avoidance of doubt, the approval of the PITV Investor Majority shall not berequired to effectuate a Change of Control transaction pursuant to Section 4.2 of the StockholdersAgreement, a Recapitalization Transaction pursuant to Section 4.3 of the Stockholders Agreement, aSponsor Sale pursuant to Section 4.7 of the Stockholders Agreement or a Merger Exit pursuant toSection 4.8 of the Stockholders Agreement on the terms set forth therein.“PITV Investors” shall mean the Televisa Investors and the Principal Investors,collectively; provided that a Principal Investor and/or a Televisa Investor shall cease tobe a PITV Investor if it ceases to be a member of a PITV Investor Group; provided,further, that, following a Transfer of control to an initial or subsequent Purchaser ofControl, such Purchaser of Control shall have the right to exercise the rights of the transferorPrincipal Investors in accordance with Section 3.8 of the Stockholders Agreement.“Preferential Participation Right” shall have the meaning set forth in theParticipation, Registration Rights and Coordination Agreement.“Preferential Rights” shall mean the Open Market Purchase Rights, the Televisa Option,the Preferential Participation Right and the Preferential Right of First Refusal.“Preferential Right of First Refusal” shall have the meaning set forth in theStockholders Agreement.“Principal Investor” shall have the meaning set forth in the Preamble.
 
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“Principal Investor Group” shall mean any one of (a) the MDP Investors, collectively,(b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors,collectively, and (e) the TPG Investors, collectively; provided, however, that anysuch Principal Investor Group shall cease to be a Principal Investor Group at such time after theTelevisa Closing, and at all times thereafter, as such Principal Investor Group ceases to holdShares representing a Total Combined Investment of at least the Minimum Total Combined Investment;provided, further, that, following a Transfer of control to an initial orsubsequent Purchaser ofControl, such Purchaser of Control shall have the right to exercise the rights of thePrincipal Investor Groups in accordance with Section 3.8of the Stockholders Agreement;provided, further, that no adjustment or modification to the term “Minimum TotalCombined Investment” shall cause any former Principal Investor Group to again become a PrincipalInvestor Group. Where this Agreement provides for the vote, consent or approval of any PrincipalInvestor Group, such vote, consent or approval shall be determined by (i) the Majority MDPInvestors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors, orthe Majority SCG Investors, as the case may be, or (ii) any Purchaser of Control, as applicable,except as otherwise specifically set forth herein.“Principal Investor Sell-Down” shall have the meaning set forth in the StockholdersAgreement.“Program License Agreement” shall have the meaning given to “Amended and RestatedProgram License Agreement” in the Investment Agreement.“Public Offering” shall mean a public offering and sale of Common Stock for cashpursuant to an effective registration statement under the Securities Act.“Purchaser of Control” shall have the meaning set forth in the Stockholders Agreement.“Qualified Public Offering” shall have the meaning set forth in the StockholdersAgreement.“Recapitalization” shall have the meaning set forth in the Recitals.“Recapitalization Agreement” shall have the meaning set forth in the Recitals.“Related Party” shall mean, with respect to the Company and/or its subsidiaries, (i)any of their Affiliates, (ii) any Principal Investor, Principal Investor Group or any of theirrespective Affiliates, or their respective Affiliated Funds, and (iii) any current officer ordirector of the Company or any of its subsidiaries.“Related Party Transaction” shall have the meaning set forth in Section 2.6.6.“Related Party Transactions Committee” shall have the meaning set forth in Section2.6.“Related PITV Group” shall have the meaning set forth in the definition of PITVInvestor Majority.“Revolving Credit Facility” shall mean the Revolving Loans (as defined in theRevolving Credit Facility) drawn under the Existing Debt Documents, or any successor agreementsthereto as approved by the Board.“Saban” shall have the meaning set forth in the definition of “PermittedTransferee.”
 
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“Saban Arrangements” shall mean the arrangements reflected in the Saban ServicesAgreement, the BMPS1 LLC Agreement or the BMPS2 LLC Agreement, as amended from time to time.“Saban Services Agreement” shall mean the Amended and Restated Services Agreement, byand between the Company, SCG Investments IIB LLC, BMPI Services LLC and BMPI Services II, LLC,dated as of the date hereof, as amended from time to time.“Sales Agency Agreement” shall have the meaning set forth in the Investment Agreement.“SCG Investors” shall mean, as of any date, SCG Investments II, LLC and its PermittedTransferees, in each case only if such Person is then a Stockholder and holds any Shares.“Second Program License Agreement” shall have the meaning set forth in the InvestmentAgreement.“Securities Act” shall mean the Securities Act of 1933 and the rules and regulationspromulgated thereunder, as amended from time to time.“Senior Officer” shall have the meaning set forth in the Investment Agreement.“Service Agreements” shall have the meaning set forth in the Stockholders Agreement.“Shares” shall have the meaning set forth in the Stockholders Agreement.“Side Letter Agreements” shall mean the side letter agreements entered into by andamong the Principal Investors and Televisa, dated as of October 3, 2010.“Special Meeting Notice” shall have the meaning set forth in Section 2.7.1.“Stockholders” shall have the meaning set forth in the Stockholders Agreement.“Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement ofthe Company, dated as of the date hereof, as amended from time to time.“subsidiary” of any Person, shall mean any corporation, partnership, joint venture orother legal entity of which such Person (either alone or through or together with any othersubsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests,the holders of which are generally entitled to vote for the election of the board of directors orother governing body of such corporation or other legal entity.“Televisa” shall have the meaning set forth in the Preamble.“Televisa Board Designee” shall have the meaning set forth in Section2.5.3(i).“Televisa Closing” shall have the meaning set forth in the Recitals.
 
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“Televisa Investment” shall have the meaning set forth in the Recitals.“Televisa Investors” shall mean, as of any date, collectively, (i) Televisa and anyPermitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisabut that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates isa member with respect to securities of the Company (excluding any Principal Investor); and (iii) aPermitted Transferee of a Person described in clause (ii) above, provided that suchPermitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of itsAffiliates is a member with respect to securities of the Company (excluding any PrincipalInvestor); in each case under clauses (i), (ii) and (iii), only if and tothe extent such Person is then a Stockholder and holds any Shares; provided,further, that BMPS2 shall not constitute a Televisa Investor and Televisa shall not beresponsible for any actions or failures to act of BMPS2, but Televisa shall be deemed to hold theShares held by BMPS2, including regardless of any Transfer of Shares by BMPS2 under the SabanArrangements.“Televisa Option” shall have the meaning set forth in the Investment Agreement.“Televisa Sell-Down” shall have the meaning set forth in the Stockholders Agreement.“Third Party Claim” shall have the meaning set forth in Section 9.12.2.“THL” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity FundVI Investors (Univision), L.P., and their respective Permitted Transferees, in each case only ifsuch Person is then a Stockholder and holds any Shares.“THL Co-Investment Vehicles” shall mean, as of any date, THL Equity Fund VIIntermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (Univision US),L.P., THL Equity Fund VI Investors (GS), LLC and their respective successor entities, and anyAffiliated Fund thereof if, in each case, (i) substantially all of the equity thereof (includingamounts paid for the acquisition of any Convertible Securities to subscribe for, purchase orotherwise acquire such equity) has not been contributed by the same investors, partners and membersas contributed to the equity of THL, (ii) such entity has been formed for the main purpose ofinvesting in the Company or any Affiliate thereof, and (iii) such entity is a Stockholder and ownsShares. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor anysuccessor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of this Agreement.“THL Investors” shall mean, as of any date, THL, the THL Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Total Combined Investment” shall mean with respect to a Person or group of Persons atany time, the aggregate number of shares of Common Stock (including shares of Common Stockunderlying the outstanding TV Debentures and the outstanding TV Warrants) then held by such Personor group of Persons.
 
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“TPG” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPGUmbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective PermittedTransferees, in each case only if such Person is then a Stockholder and holds any Shares.“TPG Co-Investment Vehicles” shall mean, as of any date, TPG Umbrella Co-Investment,L.P., TPG Umbrella International Co-Investment, L.P. and their respective successor entities, andany Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof(including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of TPG, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV,L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be aCo-Investment Vehicle for the purposes of this Agreement.“TPG Investors” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Transaction Agreements” shall mean this Agreement, the Investment Agreement, theStockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the TVDebentures, the TV Warrants, the Service Agreements and the Charter and the bylaws of the Company,the organizational documents of BMPH and Univision and the Letter of Credit (as defined in theInvestment Agreement).“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer ordisposition of any Shares (or any voting or economic interest therein) to any other Person, whetherdirectly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial processor otherwise. For the avoidance of doubt, it shall constitute a “Transfer” subject to therestrictions on Transfer contained or referenced in Section 3 of the Stockholders Agreement (a) ifa transferee is not an individual, a trust or an estate, and the transferor or an Affiliate thereofceases to control such transferee, (b) with respect to an Acquisition Holdco, or a holder of Shareswhich was formed for the purpose of holding Shares, there is a Transfer of the equity interests ofsuch Acquisition Holdco or holder other than to a Permitted Transferee of such Acquisition Holdcoor holder or of the party transferring the equity of such holder, or (c) with respect to anAffiliate of Televisa of which the Shares held by such Affiliate constitute a majority of the valueof such Affiliate, there is a direct Transfer of the equity interests of such Affiliate other thanto a Permitted Transferee of such Affiliate or of the party transferring the equity of suchAffiliate or to the shareholders of any publicly traded parent entity of such Affiliate. For theavoidance of doubt, a conversion of Class A Common Stock, Class B Common Stock, Class C CommonStock or Class D Common Stock into Common Stock of any such other classes pursuant to the Chartershall not be deemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall betreated as a Transfer of a proportional number of Shares held by BMPS1 or BMPS2, as applicable(based on the total number of Units outstanding and the total number of Shares held by BMPS1 orBMPS2, as the case may be), in each case, as of immediately prior to such Transfer. No securitiestransferred to or held by BMPS1 or BMPS2 will be deemed to have beenTransferred until they are sold by BMPS1 or BMPS2, as applicable. Notwithstanding theforegoing, with respect to securities acquired by BMPS2 from any Televisa Investor, such securitieswill continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2under the Saban Arrangements.
 
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“TuTV Interest” shall have the meaning set forth in the Investment Agreement.“TV Debentures” shall mean the 1.5% convertible debenture due 2025 initially issued toTelevisa pursuant to the Investment Agreement.“TV Warrants” shall mean the Company warrants exercisable for shares of Class A CommonStock, Class C Common Stock and/or Class D Common Stock, as applicable, issuable under certaincircumstances pursuant to the TV Debentures and the Transaction Agreements.“Units” shall have the meaning set forth in the BMPS1 LLC Agreement and the BMPS2 LLCAgreement, as applicable.“Univision” shall have the meaning set forth in the Preamble.“Venevision” shall mean Venevision International, Inc. and any Affiliate thereof.“Voting Principal Investor” and “Voting Principal Investor Group” shall mean,as of any time, Principal Investors then holding, alone or together with their Affiliates, directlyor indirectly, 5% or more of the voting equity of the Company or BMPH.“Withdrawing Holder” shall have the meaning set forth in Section 7.3.**9. MISCELLANEOUS**.9.1 Authority; Effect. Each party hereto, severally and not jointly, represents andwarrants to and agrees with each other party that (a) the execution and delivery of this Agreementand the consummation of the transactions contemplated hereby have been duly authorized on behalf ofsuch party and do not violate any agreement or other instrument applicable to such party or bywhich its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligationof such party, enforceable against such party in accordance with its terms, except to the extentthat the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy,insolvency, reorganization, moratorium and other Laws of general application affecting the rightsand remedies of creditors generally, and (ii) general principles of equity. This Agreement doesnot, and shall not be construed to, give rise to the creation of a partnership among any of theparties hereto, or to constitute any of such parties members of a joint venture or otherassociation. The Company and BMPH shall be jointly and severally liable for all obligations of eachsuch party pursuant to this Agreement.
 
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9.2 Notices. Any notices and other communications required or permitted in thisAgreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or(c) sent by overnight courier, in each case, addressed as follows:If to the Company, BMPH or Univision, to it:c/o Univision Communications Inc.5999 Center DriveLos Angeles, California 90045Facsimile No.: (310) 556-1526Attention: General Counselwith a copy (which shall not constitute notice) to:Weil, Gotshal & Manges LLP50 Kennedy Plaza, 11th FloorProvidence, Rhode Island 02903Facsimile No.: (401) 278-4701Attention: David K. Duffell, Esq.if to a MDP Investor or to the MDP Principal Investor Group, to it:c/o Madison Dearborn PartnersThree First National Plaza, suite 3800Chicago, Illinois, 60602Facsimile No.: (312) 895-1221Attention: Michael P. Colewith a copy (which shall not constitute notice) to:Three First National Plaza, suite 3800Chicago, Illinois, 60602Facsimile No.: (312) 895-1041Attention: Mark Tresnowski, Esq.if to a PEP Investor or to the PEP Principal Investor Group, to it:c/o Providence Equity Partners Inc.50 Kennedy Plaza, 18th FloorProvidence, Rhode Island 02903Facsimile No.: (401) 751-1790Attention: Jonathan M. Nelsonwith a copy (which shall not constitute notice) to:Weil, Gotshal & Manges LLP50 Kennedy Plaza, 11th FloorProvidence, Rhode Island 02903Facsimile No.: (401) 278-4701Attention: David K. Duffell, Esq.
 
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If to a SCG Investor or to the SCG Principal Investor Group, to it:c/o Saban Capital Group10100 Santa Monica BoulevardLos Angeles, California 90067Facsimile No.: (310) 557-5100Attention: Adam Chesnoffwith a copy (which shall not constitute notice) to:10100 Santa Monica BoulevardSuite 2600Los Angeles, California 90067Facsimile No.: (310) 557-5103Attention: Niveen Tadros, Esq.If to a Televisa Investor, to it:c/o Grupo Televisa, S.A.B.Building A, 4th FloorNo. 2000 Colonia Santa FeMexico, DF /01210 / MexicoFacsimile No.: +52 55 5261 2494Attention: General Counselwith a copy (which shall not constitute notice) to:Wachtell, Lipton, Rosen & Katz51 West 52nd StreetNew York, New York 10019Facsimile No.: (212) 403-2000Attention: Joshua R. Cammaker
 
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If to a THL Investor or to the THL Principal Investor Group, to it:c/o Thomas H. Lee Partners, L.P.100 Federal Street, 35th FloorBoston, Massachusetts 02110Facsimile No.: (617) 227-3514Attention: Scott Sperlingwith a copy (which shall not constitute notice) to:Weil, Gotshal & Manges LLP100 Federal Street, 34th FloorBoston, Massachusetts 02110Facsimile No.: (617) 772-8333Attention: David P. Kreisler, Esq.If to a TPG Investor or to the TPG Principal Investor Group, to it:c/o Texas Pacific Group301 Commerce Street, Suite 3300Fort Worth, Texas 76102Facsimile No.: (817) 871-4010Attention: Ronald Camiwith a copy (which shall not constitute notice) to:Cleary Gottlieb Steen & Hamilton LLPOne Liberty PlazaNew York, New York 10006Facsimile No.: (212) 225-3999Attention: Paul J. Shim, Esq. and Glenn P. McGrory, Esq.Notice to the holder of record of any shares of capital stock shall be deemed to be notice tothe holder of such shares for all purposes hereof.Unless otherwise specified herein, such notices or other communications shall be deemedeffective (x) on the date received, if personally delivered, (y) on the date received if deliveredby facsimile on a Business Day, or if not delivered on a Business Day, on the, first Business Daythereafter, and (z) seven (7) Business Days after being sent by overnight courier. Each of theparties hereto shall be entitled to specify a different address by giving notice as aforesaid toeach of the other parties hereto.9.3 Entire Agreement; No Assignment. This Agreement, the Transaction Agreements, anyexhibits or schedules hereto or thereto and any other agreement, document or instrument referred toherein or therein set forth the entire understanding and agreement of the parties, and supersedeall prior agreements, arrangements and communications, whether oral or written, with respect to thesubject matter hereof (including the Memorandum of Understanding, dated October 4, 2010, by andamong certain of the parties hereto and the Side LetterAgreements). Except as otherwise expressly provided herein or therein, no PITV Investor orother party hereto may assign any of its respective rights or delegate any of its respectiveobligations under this Agreement without the prior written consent of the other parties hereto, andany attempted assignment or delegation in violation of the foregoing shall be null and void.
 
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9.4 No Third Party Beneficiaries. Nothing expressed or referred to in this Agreementwill be construed to give any Person, other than the parties to this Agreement and their permittedtransferees, any legal or equitable right, remedy or claim under or with respect to this Agreementor any provision of this Agreement; provided, that the provisions of Sections 4.2and 9.12 are intended to benefit the persons named therein and that such persons shall havethe right to enforce such provisions.9.5 No Partnership, Agency, or Joint Venture. This Agreement is intended to create,and creates, a contractual relationship and is not intended to create, and does not create, anyagency, partnership, joint venture or any like relationship between the parties hereto.9.6 No Waiver. The failure of any party hereto to exercise any right, power or remedyprovided under this Agreement or otherwise available in respect hereof at law or in equity, or toinsist upon compliance by any other party hereto with his or its obligations hereunder, and anycustom or practice of the parties at variance with the terms hereof, shall not constitute a waiverby such party of his or its right to exercise any such or other right, power or remedy or to demandsuch compliance.9.7 Descriptive Heading. The descriptive headings of this Agreement are forconvenience of reference only, are not to be considered a part hereof and shall not be construed todefine or limit any of the terms or provisions hereof.9.8 Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich shall be deemed an original, but all of which taken together shall constitute one instrument.A facsimile signature shall be considered due execution and shall be binding upon the signatorythereto with the same force and effect as if the signature were an original.9.9 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.
 
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9.10 No Recourse. Notwithstanding anything that may be expressed or implied in thisAgreement, and notwithstanding the fact that certain of the Principal Investors may be partnershipsor limited liability companies, each party to this Agreement covenants, agrees andacknowledges that no recourse under this Agreement or any documents or instruments deliveredin connection with this Agreement shall be had against any current or future director, officer,employee, general or limited partner, member or manager of any PITV Investor or of any partner,member, manager, Affiliate or assignee thereof, in its capacity as such (and provided that,for the avoidance of doubt, such recourse may be had against any such person in its capacity as aparty signatory hereto, if applicable), whether by the enforcement of any assessment or by anylegal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, itbeing expressly agreed and acknowledged that no personal liability whatsoever shall attach to, beimposed on or otherwise be incurred by any current or future officer, agent or employee of any PITVInvestor or any current or future member of any PITV Investor or any current or future director,officer, employee, partner, member or manager of any PITV Investor or of any Affiliate or assigneethereof, in its capacity as such (and provided that, for the avoidance of doubt, suchrecourse may be had against such Person in its capacity as a party hereto, if applicable), for anyobligation of any PITV Investor under this Agreement or any documents or instruments delivered inconnection with this Agreement for any claim based on, in respect of or by reason of suchobligations or their creation.9.11 Obligations of Company, BMPH and Univision. Each of the Company, BMPH andUnivision shall be jointly and severally liable for any payment obligation of any of the Company,BMPH or Univision pursuant to this Agreement.9.12 Indemnity and Liability, Reimbursement.9.12.1 Indemnification by the Company, BMPH and Univision. Each of the Company,BMPH and Univision, jointly and severally, will indemnify, exonerate and hold each of the PITVInvestors, and each of their respective partners, shareholders, members, Affiliates, directors,officers, fiduciaries, managers, controlling Persons, employees and agents and each of thepartners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers,controlling Persons, employees and agents of each of the foregoing (collectively, the“Indemnitees”) free and harmless from and against any and all actions, causes ofaction, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses inconnection therewith (including reasonable attorneys’ and accountants’ fees and expenses)incurred by the Indemnitees or any of them before or after the date of this Agreement(collectively, the “Indemnified Liabilities”) solely in respect of or in connectionwith, any Third Party Claims arising as a result of, arising out of, or in any way relating to: (a) (i) this Agreement, (ii) the Merger Agreement, the Merger, the otherTransaction Agreements or any other transactions contemplated by the Merger Agreementand the other Transaction Agreements and the Principal Investors’ investment in theCompany and its subsidiaries, (iii) the Investment Agreement and the TelevisaInvestment or (iv) any transaction to which any of the Company, BMPH or Univision is aparty or any other circumstances with respect to any of the Company, BMPH or Univision(other than any such Indemnified Liabilities to the extent such Indemnified Liabilitiesarise out of any breach of the Transaction Agreements by such Indemnitee or itsaffiliated or associated Indemnitees or other related Persons); or
 
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 (b) operations of, or services provided by any of the Indemnitees to, any of theCompany, BMPH or Univision, or any of their Affiliates pursuant to the ServiceAgreements;provided that the foregoing indemnification rights shall not be available in the eventthat any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence orwillful misconduct; providedfurther that, if and to the extent that theforegoing undertaking may be unavailable or unenforceable for any reason, the Company, BMPH orUnivision will make the maximum contribution to the payment and satisfaction of each of theIndemnified Liabilities which is permissible under applicable Law. For purposes of thisSection 9.12.1, none of the circumstances described in the limitations contained in thetwo provisos in the immediately preceding sentence shall be deemed to apply absent a finalnon-appealable judgment of a court of competent jurisdiction to such effect, in which case tothe extent any such limitation is so determined to apply to any Indemnitee as to any previouslyadvanced indemnity payments made by any of the Company, BMPH or Univision, then such paymentsshall be promptly repaid by such Indemnitee to the Company, BMPH and Univision.9.12.2 The rights of any Indemnitee to indemnification hereunder will be in addition toany other rights any such Person may have under any other agreement or instrument referencedabove or any other agreement or instrument to which such Indemnitee is or becomes a party or isor otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shallin any event be liable to any of the Company, BMPH or Univision or any of their Affiliates, forany act or omission suffered or taken by such Indemnitee that does not constitute grossnegligence or willful misconduct (for purposes of this Section 9.12.2, gross negligenceor willful misconduct shall not be deemed to apply absent a final, non-appealable judgment of acourt of competent jurisdiction to such effect). A “Third-Party Claim” means any (i)claim brought by a Person other than the Company, BMPH, Univision or any of their subsidiariesor, with respect to a PITV Investor, other than such PITV Investor or, with respect to anIndemnitee, other than such Indemnitee and (ii) any derivative claim brought in the name of theCompany, BMPH, Univision or any of their respective subsidiaries that is initiated by a Person,with respect to a PITV Investor, other than such PITV Investor or, with respect to anyIndemnitee, other than such Indemnitee.9.12.3 Notwithstanding any provision of this Section 9.12, the indemnificationrights set forth in Section 9.12.1 shall not be available to any Indemnitees to theextent such Indemnified Liabilities arise out of or relate to commercial agreements between theCompany and such Indemnitee and their respective Affiliates, including as an example, withrespect to Televisa, the Program License Agreement or the Mexico License Agreement.9.13 Notwithstanding anything to the contrary contained in this Agreement, no Partyshall be liable to the other parties under this Agreement for any special, consequential,punitive, indirect or exemplary damages (including lost or anticipated revenues or profitsrelating to the same) arising from any claim relating to this Agreement, whether such claim isbased on warranty, contract, tort (including negligence or strict liability) or otherwise.
 
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**10. GOVERNING LAW**.10.1 Governing Law. This Agreement and the negotiation, execution, performance ornonperformance, interpretation, termination, construction and all matters based upon, arising outof or related to this Agreement, whether arising in law or in equity (collectively, the“Covered Matters”), and all claims or causes of action (whether in contract or tort) thatmay be based upon, arise out of or relate to the Covered Matters, except for documents, agreementsand instruments that specify otherwise, shall be governed by the laws of the State of Delawarewithout giving effect to its principles or rules of conflict of laws to the extent that suchprinciples or rules would require or permit the application of laws of another jurisdiction.10.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof,(a) hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State ofDelaware (and if the Chancery Court does not accept jurisdiction, the federal court located inDelaware if the federal court in Delaware does not accept jurisdiction, any state court inDelaware) for the purpose of any action, claim, cause of action or suit (in contract, tort orotherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement orrelating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicableLaw, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way ofmotion, as a defense or otherwise, in any such action, any claim that it is not subject personallyto the jurisdiction of the above-named courts, that its property is exempt or immune fromattachment or execution, that any such proceeding brought in one of the above named courts isimproper, or that this Agreement or the subject matter hereof or thereof may not be enforced in orby such court and (c) hereby agrees not to commence or maintain any action, claim, cause of actionor suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of orbased upon this Agreement or relating to the subject matter hereof or thereof other than before oneof the above-named courts nor to make any motion or take any other action seeking or intending tocause the transfer or removal of any such action, claim, cause of action or suit (in contract, tortor otherwise), inquiry, proceeding or investigation to any court other than one of the above-namedcourts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing,to the extent that any party hereto is or becomes a party in any litigation in connection withwhich it may assert indemnification rights set forth in this agreement, the court in which suchlitigation is being heard shall be deemed to be included in clause (a) above.Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action toenforce a judgment of any of the above-named courts in any court of competent jurisdiction. Eachparty hereto hereby consents to service of process in any such proceeding in any manner permittedby Delaware law, and agrees that service of process by registered or certified mail, return receiptrequested, at its address specified pursuant to Section 9.2 hereof is reasonably calculatedto give actual notice.
 
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10.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICHCANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER ASPLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUEOR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING ORINVESTIGATIONARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAYCONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASEWHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMEDBY THE OTHER PARTIES HERETO THAT THIS SECTION 10.3 CONSTITUTES A MATERIAL INDUCEMENT UPONWHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONSCONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THISSECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THEWAIVER OF ITS RIGHT TO TRIAL BY JURY.10.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of anyright, power or remedy accruing to any party as a result of any breach or default by any otherparty under this Agreement shall impair any such right, power or remedy, nor shall it be construedas a waiver of or acquiescence in any such breach or default, or of any similar breach or defaultoccurring later; nor shall any such delay, omission nor waiver of any single breach or default bedeemed a waiver of any other breach or default occurring before or after that waiver.10.5 No Derogation of Other Rights. Notwithstanding anything to the contrary herein,nothing in this Agreement derogates from any party’s rights and obligations under the CommercialAgreements.[*Signature pages follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused thisAgreement to be executed on its behalf by its officer or representative thereunto duly authorized)under seal as of the date first above written.       *THE COMPANY*: **BROADCASTING MEDIA PARTNERS, INC.**           By: *       Name: Andrew Hobson      Title: Senior Executive VicePresident         *BMPH*: **BROADCAST MEDIA PARTNERS HOLDINGS, INC.**           By: *       Name: Andrew Hobson      Title:  Senior Executive VicePresident         *UNIVISION*: **UNIVISION COMMUNICATIONS INC.**           By: *             Name:  Andrew Hobson      Title:  Senior Executive VicePresident     * The signature appearing immediately below shall serve as a signature at each place indicatedwith an “*” on this page:            /s/ Andrew Hobson      Name:  Andrew Hobson      Title:  Senior Executive VicePresident  SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT
 
 

 
*THE PRINCIPAL INVESTORS*:**MDP INVESTORS**         **MADISON DEARBORN CAPITAL PARTNERS IV, L.P.**           By: Madison Dearborn Partners IV, L.P., its General Partner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael Cole      Its: Managing Director           **MDCPIV INTERMEDIATE (UMBRELLA), L.P.**           By: Madison Dearborn Partners IV, L.P. its General Partner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael Cole      Its: Managing Director           **MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its GeneralPartner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael Cole      Its: Managing Director  SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT
 
 

 
         **MDCPV INTERMEDIATE (UMBRELLA), L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its GeneralPartner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael Cole      Its: Managing Director           **MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its GeneralPartner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael Cole      Its: Managing Director           **MDCP US CO-INVESTORS (UMBRELLA), L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its GeneralPartner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael Cole      Its: Managing Director     * The signature appearing immediately below shall serve as a signature at each place indicated withan “*”under the heading of MDP INVESTORS:           /s/ Michael Cole Name: Michael Cole      Title: Managing Director  SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT
 
 

 
**PEP INVESTORS**         **PROVIDENCE INVESTORS V (UNIVISION) L.P.**           By: Providence Umbrella GP L.L.C., its General Partner           By: *             Name: Mark Masiello      Its: Managing Director           **PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P.**           By: Providence Equity GP V L.P., its General Partner           By: Providence Equity Partners V L.L.C., its General Partner           By: *             Name: Mark Masiello      Its: Managing Director           **PROVIDENCE INVESTORS VI (UNIVISION) L.P.**           By: Providence VI Umbrella GP L.L.C., its General Partner           By: *             Name: Mark Masiello      Its: Managing Director           **PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P.**           By: Providence Equity GP VI L.P., its General Partner           By: Providence Equity Partners VI L.L.C., its General Partner           By: *             Name: Mark Masiello      Its: Managing Director  SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT
 
 

 
         **PROVIDENCE CO-INVESTORS (UNIVISION) L.P.**           By: Providence Umbrella GP L.L.C., its General Partner           By: *             Name: Mark Masiello      Its: Managing Director           **PROVIDENCE CO-INVESTORS (UNIVISION US) L.P.**           By: Providence Umbrella GP L.L.C., its General Partner           By: *             Name: Mark Masiello      Its: Managing Director     * The signature appearing immediately below shall serve as a signature at each place indicated withan “*” under the heading of PEP INVESTORS:           /s/ Mark Masiello      Name: Mark Masiello      Title: Managing Director  SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT
 
 

 
      **SCG INVESTMENTS II, LLC, a Delaware LLC**