Exhibit 4.19
 Execution Copy
 BROADCASTING MEDIA PARTNERS, INC.
 BMPI SERVICES II, LLC
 UNIVISION COMMUNICATIONS INC.
 GRUPO TELEVISA, S.A.B.
 AND
 PAY-TV VENTURE, INC.
 INVESTMENT AGREEMENT
 December 20, 2010




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TABLE OF CONTENTS
 PageARTICLE I SALE, CONTRIBUTION AND PURCHASE
    
    
    21.1 Sale and Purchase
    
    
    21.2 Closing
    
    
    2ARTICLE II DELIVERIES AND PAYMENT
    
    
    32.1 Class C/D Common Stock
    
    
    32.2 Debentures
    
    
    32.3 BMPS2 Units
    
    
    32.4 TuTV Interests
    
    
    32.5 Use of Proceeds
    
    
    3ARTICLE III REPRESENTATIONS AND WARRANTIES OF BMP, BMPS2 AND
UNIVISION
    
    
    43.1 Organization and Good Standing
    
    
    43.2 Organizational Documents
    
    
    43.3 Authorization and Enforceability
    
    
    43.4 Capitalization
    
    
    53.5 Valid Issuance of BMPS2 Units, C/D Shares, Debentures, Televisa Option
Shares, Debenture Shares and TV Warrants
    
    
    63.6 Non-Contravention
    
    
    63.7 No Dividends, Distributions, or Share Repurchases
    
    
    73.8 Securities Act
    
    
    73.9 Permits and Licenses; Compliance with Laws
    
    
    73.10 Univision SEC Documents
    
    
    83.11 Disclosure Controls and Procedures
    
    
    83.12 Absence of Certain Changes or Events; Compliance with Certain Covenants
    
    
    93.13 No Undisclosed Liabilities
    
    
    93.14 Litigation
    
    
    93.15 Employee Benefit Plans
    
    
    93.16 Labor Matters
    
    
    103.17 Trademarks, Patents and Copyrights
    
    
    10
  i




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TABLE OF CONTENTS
(continued)
 Page3.18 Taxes
    
    
    113.19 Title to Properties; Assets
    
    
    123.20 Material Contracts
    
    
    123.21 Related Party Transactions; Agreements of Principal Investors
    
    
    133.22 Brokers
    
    
    133.23 Digital Television
    
    
    133.24 Claims Against Televisa
    
    
    133.25 Certain Fees and Expenses
    
    
    143.26 Certain Financing Transactions
    
    
    143.27 Sole Representations and Warranties
    
    
    14ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TELEVISA
    
    
    154.1 Organization and Good Standing
    
    
    154.2 Authorization and Enforceability
    
    
    154.3 Non-Contravention
    
    
    154.4 Indebtedness
    
    
    154.5 Investment Representations
    
    
    154.6 Claims Against the Company
    
    
    164.7 Televisa Affiliates
    
    
    164.8 Sole Representations and Warranties
    
    
    16ARTICLE V MUTUAL CONDITIONS PRECEDENT
    
    
    165.1 HSR
    
    
    165.2 No Injunction
    
    
    16ARTICLE VI CONDITIONS TO THE OBLIGATIONS OF TELEVISA AND TELEVISA TUTV AT CLOSING
    
    
    176.1 Representations and Warranties
    
    
    176.2 Performance
    
    
    176.3 Material Adverse Effect
    
    
    176.4 Compliance Certificate
    
    
    176.5 Charter
    
    
    176.6 Bylaws
    
    
    17
  ii




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TABLE OF CONTENTS
(continued)
 Page6.7 Secretarys Certificate
    
    
    176.8 Debentures and Common Stock Certificates
    
    
    186.9 Stockholders Agreement
    
    
    186.10 Participation, Registration Rights and Coordination Agreement
    
    
    186.11 Service Agreements
    
    
    186.12 Principal Investor Agreement
    
    
    186.13 Limited Liability Company Agreement
    
    
    186.14 Program License and Other Agreements
    
    
    186.15 Letter of Credit
    
    
    196.16 Side Letter Agreements
    
    
    196.17 Litigation
    
    
    196.18 TuTV Purchase Agreement
    
    
    19ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND UNIVISION AT CLOSING
    
    
    197.1 Representations and Warranties
    
    
    197.2 Performance
    
    
    207.3 Compliance Certificate
    
    
    207.4 Stockholders Agreement
    
    
    207.5 Participation, Registration Rights and Coordination Agreement
    
    
    207.6 Principal Investor Agreement
    
    
    207.7 Limited Liability Agreements
    
    
    207.8 Program License and Other Agreements
    
    
    207.9 Litigation
    
    
    207.10 TuTV Purchase Agreement
    
    
    20ARTICLE VIII COVENANTS
    
    
    218.1 Conduct of Business by the Company Prior to Closing
    
    
    218.2 Efforts
    
    
    218.3 Standstill
    
    
    238.4 Notification of Certain Matters
    
    
    248.5 Televisa Option
    
    
    258.6 Letter of Credit
    
    
    288.7 FCC Requirements
    
    
    298.8 No Material Business Operations
    
    
    30
  iii




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TABLE OF CONTENTS
(continued)
 PageARTICLE IX TERMINATION
    
    
    309.1 Termination
    
    
    309.2 Effect of Termination
    
    
    31ARTICLE X INDEMNIFICATION
    
    
    3110.1 Survival of Representations and Warranties
    
    
    3110.2 Indemnification
    
    
    3110.3 Indemnification Procedures
    
    
    3210.4 Certain Limitations
    
    
    32ARTICLE XI MISCELLANEOUS
    
    
    3211.1 Amendments
    
    
    3311.2 Entire Agreement
    
    
    3311.3 Assignment; Binding Effect; Third Party Beneficiaries
    
    
    3311.4 Notices
    
    
    3311.5 Execution of Counterparts
    
    
    3311.6 Severability of Provisions
    
    
    3411.7 Governing Law
    
    
    3411.8 Consent to Jurisdiction
    
    
    3411.9 Waiver of Jury Trial
    
    
    3411.10 Injunctive Relief
    
    
    3511.11 No Announcements
    
    
    3511.12 Condition of Business
    
    
    3511.13 No Recourse
    
    
    3511.14 Headings
    
    
    3611.15 Expenses
    
    
    3611.16 Payment Gross-Up
    
    
    36ARTICLE XII DEFINITIONS
    
    
    3612.1 Certain Matters of Construction
    
    
    3612.2 Definitions
    
    
    37
  iv




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TABLE OF CONTENTS
(continued)
 EXHIBITS:
 Exhibit A
    
    Form of DebenturesExhibit B
    
    Form of Amended and Restated BMP CharterExhibit C
    
    Form of Amended and Restated BMP BylawsExhibit D
    
    Form of Amended and Restated Stockholders AgreementExhibit E
    
    Form of Amended and Restated Participation, Registration Rights and Coordination AgreementExhibit F
    
    Form of Amended and Restated Management AgreementExhibit G
    
    Form of Amended and Restated Principal Investor AgreementExhibit H
    
    Form of BMPS2 LLC AgreementExhibit I
    
    Form of 2011 Program License AgreementExhibit J
    
    Form of Second Program License AgreementExhibit K
    
    Form of International Program Rights AmendmentExhibit L
    
    Form of Mexico License AgreementExhibit M
    
    Form of Sales Agency AgreementExhibit N
    
    Form of Letter of CreditExhibit O
    
    Form of ReleaseExhibit P
    
    Form of TuTV Purchase AgreementExhibit Q
    
    Form of Amended and Restated Services AgreementExhibit R
    
    Form of Technical Assistance Agreement
  v




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INVESTMENT AGREEMENT
 Agreement BMP BMPS2 Sellers Univision Televisa Televisa TuTV Article XII
 W I T N E S S E T H:
 MOU MOU
Date
    TuTV Interest TuTV
 TuTV LLC
Agreement
 Exhibit P TuTV
Purchase Agreement




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ARTICLE I
 SALE, CONTRIBUTION AND PURCHASE
 Sale and Purchase
 Issuance and Sale by BMP to Televisa C/D Shares C/D Share Purchase Price Exhibit
A Debentures Debenture Shares TV Warrants Debenture Purchase Price
 Issuance and Sale by BMPS2 to Televisa. Section 1.1(a) BMPS2 Units BMPS2 Unit Consideration
 Sale of the TuTV Interest to Univision TuTV
Purchase Price
 Closing Section 1.1 Closing Articles VI VII provided Closing Date
  2




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ARTICLE II
 DELIVERIES AND PAYMENT
  Class C/D Common Stock
 Debentures
 BMPS2 Units
 TuTV Interests
 Use of Proceeds
  3




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ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF BMP, BMPS2 AND UNIVISION
 Disclosure Schedules Article III Article III Article III
 Organization and Good Standing
 Organizational Documents Organizational
Documents
 Authorization and Enforceability Section 11.2
  4




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Capitalization
 Schedule 3.4(a) Schedule 3.4(a)
 BMPS2
 Schedule 3.4(c)
  5




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Valid Issuance of BMPS2 Units, C/D Shares, Debentures, Televisa Option Shares, Debenture
Shares and TV Warrants
 Non-Contravention
 clause (i) Section 5.1
  6




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No Dividends, Distributions, or Share Repurchases
 Securities Act Article IV
 Permits and Licenses; Compliance with Laws
  Section 3.9(c)
  7




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Univision SEC Documents
 Univision SEC
Documents
 2009 Audited Financials
 Disclosure Controls and Procedures
  8




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Absence of Certain Changes or Events; Compliance with Certain Covenants
  Section 8.1 Section 8.1
 No Undisclosed Liabilities
 Litigation
 Employee Benefit Plans
    9




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Labor Matters
 Trademarks, Patents and Copyrights
 Intellectual Property Rights Company
Intellectual Property Rights
   10




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provided
 Taxes
  11




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Title to Properties; Assets
    Material Contracts provided
  12




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Related Party Transactions; Agreements of Principal Investors Related Persons Schedule 3.21
 Brokers
 Digital Television DTV Federal Communications Laws
 Claims Against Televisa
  13




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Certain Fees and Expenses
 Certain Financing Transactions
  Section 3.26
 Sole Representations and Warranties Article III
  14




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ARTICLE IV
 REPRESENTATIONS AND WARRANTIES OF TELEVISA
  Organization and Good Standing
 Authorization and Enforceability Section 11.2
 Non-Contravention
 Indebtedness
 Investment Representations
 Securities provided provided
   15




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Claims Against the Company Televisa, S.A. de C.V. et al. v. Univision Communications Inc. et al.
 Televisa Affiliates
 Sole Representations and Warranties Article IV
 ARTICLE V
 MUTUAL CONDITIONS PRECEDENT
 Article I
 HSR
 No Injunction
  16




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ARTICLE VI
 CONDITIONS TO THE OBLIGATIONS OF TELEVISA AND TELEVISA TUTV AT CLOSING
  Representations and Warranties Article III Section 3.4 Sections 3.3 3.5 3.7
 Performance
 Material Adverse Effect
 Compliance Certificate Sections 6.1 6.2 6.3
 Charter Exhibit B
 Bylaws Exhibit C
 Secretarys Certificate provided however
  17




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Debentures and Common Stock Certificates
 Stockholders Agreement Exhibit D Stockholders
Agreement
 Participation, Registration Rights and Coordination Agreement Exhibit E Participation, Registration
Rights and Coordination Agreement
 Service Agreements Exhibit F Exhibit R Exhibit Q Section 6.11 Service Agreements
 Principal Investor Agreement Exhibit G Principal Investor Agreement
 Limited Liability Company Agreement Exhibit H BMPS2 LLC Agreement
 Program License and Other Agreements Exhibit I 2011 Program License Agreement Exhibit J Second
Program License Agreement Exhibit K IPRA Amendment Exhibit L Mexico License
Agreement Exhibit M Sales Agency Agreement
  18




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Letter of Credit Exhibit N Letter of Credit
 Side Letter Agreements
   Litigation Exhibit O
 TuTV Purchase Agreement
 ARTICLE VII
 CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND UNIVISION AT CLOSING
  Representations and Warranties Article IV
  19




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Performance
 Compliance Certificate Sections 7.1 7.2
 Stockholders Agreement
 Participation, Registration Rights and Coordination Agreement
 Principal Investor Agreement
 Limited Liability Agreements
 Program License and Other Agreements
 Litigation Exhibit O
 TuTV Purchase Agreement
  20




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ARTICLE VIII
 COVENANTS
 Conduct of Business by the Company Prior to Closing
 provided however Schedule
3.4(a)
 Schedule 3.4(a)
    Section 8.1 provided
 Efforts
 Section
8.2(d)
  21




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Section 9.1
 Section 8.2 Section 8.2(a) Section 8.2(d)
   22




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 Standstill
  provided Section
8.3(a)
 clause (b)(ii) provided
 Section 8.3(a) Section 8.3 provided
  23




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th
 Notification of Certain Matters
  24




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 Televisa Option
 Section 8.3(a) Televisa Option Share Televisa Option
Shares Section 8.5 Televisa
Option provided provided further
 Televisa Option
Notice Section 8.5(h)
  25




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Banker
Selection Date Initial Appraisers Appraiser Report Third Appraiser Mid-Range provided provided further Fair Market Value Section 8.5(c) Preliminary Fair Market Value
 Section 8.5(c) Televisa Option
Sellers provided
  26




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 Section 8.5
 provided however
 Section 8.5 Section
8.5(g) Sections 8.5 11.13 Sections 8.5 11.13
 it being understood Section 8.5 provided further Section 8.5(b) Section 8.5 Section 8.5 provided Section 8.5
  27




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Letter of Credit
 Beneficiary L/C Issuer Schedule 8.6(a)
  Section 8.6 Interest Payment Event of
Default Draw Down
Right Maximum Stated
Amount Section 8.6
 Remaining Payment Obligations
  28




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 clause (i) (ii) Termination
Event
 provided Expiration Draw
 provided
  FCC Requirements
  29




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No Material Business Operations
 ARTICLE IX
 TERMINATION
 Termination
  Sections 7.1 7.2
 Sections 6.1 6.2 Section 6.16
 Drop Dead Date provided Section 9.1(d)
  Section 9.1 Section 9.1(a)
  30




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Effect of Termination Section 9.1 provided however Section
11.3 Section 11.4 Section 11.7 Section 11.8 Section 11.9 Section 11.13 Section 9.2 Section 9.1
(b) (c)
 ARTICLE X
 INDEMNIFICATION
 Survival of Representations and Warranties Article III Article IV Sections 3.1 3.3 3.4 3.5 3.6 3.7 3.8 3.12(b) 3.21 3.25 Sections 4.1 4.2
 Indemnification Sections 3.1 3.3 3.4 3.5 3.6 3.7 3.8 3.12(b) 3.21 3.25
  31




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Indemnification Procedures Section 10.2 provided provided however
 Certain Limitations
 ARTICLE XI
 MISCELLANEOUS
 Amendments
 Oral Modifications
 Waiver, Written Modifications Amendment provided provided Section 11.1(b)
  32




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Entire Agreement
 Assignment; Binding Effect; Third Party Beneficiaries provided provided provided Section 8.5(g) Section
10.3 Section 11.13 Section 10.3 Section 11.13 Section 10.3 Section
11.13 Section 10.3 Section 11.13
 Notices Schedule 11.4
 Execution of Counterparts
 Severability of Provisions
  33




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Governing Law Covered Matters
 Consent to Jurisdiction Schedule 11.4
 Waiver of Jury Trial
  34




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Injunctive Relief Section 11.8
 No Announcements
 Condition of Business Article III
 No Recourse provided provided
  35




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Headings
 Expenses
 Payment Gross-Up
 ARTICLE XII
 DEFINITIONS
 Certain Matters of Construction ARTICLE XII
        36




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Definitions
 2007 Equity Incentive Plan
 2009 Audited Financials Section 3.10(b)
 2010 Equity Incentive Plan
 2011 Program License Agreement Section
6.14
 Acquisition Holdco
 Action
 Additional Equity Amount
 Affiliate provided however
 Affiliated Fund
 Agreement
 Amended and Restated BMP Bylaws
 Amended and Restated BMP Charter
 Amended and Restated Program License Agreement Exhibit I
 Amendment Section 11.1(b)
  37




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Appraiser Report Section 8.5(c)
 Bank Investors
 Banker Selection Date Section 8.5(c)
 Beneficiary Section 8.6(a)
 BMP
 BMPH
 BMPS1
 BMPS2
 BMPS2 LLC Agreement Section 6.13
 BMPS2 Units Section 1.1(b)
 BMPS2 Unit Consideration Section 1.1(b)
 Board
 business day
 Capital Percentage
 Cap Release Requirements
 C/D Shares Section 1.1(a)
 C/D Share Purchase Price Section 1.1(a)
 Chairman
  38




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Change of Control clause (a) (b) provided Change of Control clause
(a) clause
(b) clause (c)
 Change of Control Procedures
 Class A Common Stock
 Class A/B Common Stock
 Class B Common Stock
  39




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 Class C Common Stock
 Class C/D Common Stock
 Class D Common Stock
 Closing Section 1.2
 Closing Date Section 1.2
 Period Section 8.5(h)
 Code
 Co-Investment Vehicle
 Commercial Agreements
 Common Stock
 Company
 Company Benefit Plan
  40




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Company FCC Licenses .
 Company Intellectual Property Rights Section
3.17(a)
 Company Material Contract
 Company Permits .
 Company Stations
 Compliant Change of Control Transaction
 Consolidated Leverage Ratio
 Convertible Securities provided
 Covered Matters Section 11.7
 Debentures Section 1.1(a)
 Debenture Purchase Price Section 1.1(a)
 Debenture Shares Section 1.1(a)
  41




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Disclosure Schedules Article III
 Discriminate(s)
 Draw Down Right Section 8.6(c)
 Drop Dead Date Section 9.1(d)
 DTV Section 3.23
 Equity Incentive Plans
 Equity Percentage clause (a)
 Equivalent Shares
 ERISA
 ERISA Affiliate
 Event of Default
 Exchange Act
  42




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Exchange Act Rules
 Expiration Draw Section 8.6(f)
 Fair Market Value Section 8.5(c)
 Family Member clauses (a) (c)
 FCC
 FCC-Approved Trust
 FCC Permitted Increase in Ownership provided
 Federal Communications Laws
 Foreign Ownership Cap
 Foreign Ownership Restrictions
 GAAP
  43




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Governmental Authority
 Group provided
 HSR Act
 Indebtedness
 Initial Appraisers Section 8.5(c)
 Initial Public Offering
 Intellectual Property License
 Intellectual Property Rights Section
3.17(a)
 Interest Payment Event of Default shall have the meaning set forth in .
 IPRA Amendment Section 6.14
 IRS
 Law
 L/C Issuer Section 8.6(a)
 Letter of Credit Section 6.15
 Liens
  44




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Majority Principal Investors
 Majority PITV Investors
 Management Investors
 Material Adverse Effect
 Maximum Capital Percentage provided provided further Section 8.3(b)
 Maximum Equity Percentage
 provided provided further clause (b)(ii) clause (i) provided plus
  45




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clause (a) (b)
 provided however Section 8.3(b)
 Maximum Stated Amount Section 8.6(c)
 MDP
 MDP Co-Investment Vehicles
 MDP Investors
 Merger Exit
 Merger Exit Participation Rights
 Mexico License Agreement Section 6.14
 Mid-Range Section 8.5(c)
  46




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Minimum Total Combined Investment
 MOU
 MOU Date
 Multiemployer Plan
 Open Market Purchase Rights
 Order
 Organizational Documents Section 3.2
 Original Participation, Registration Rights and Coordination Agreement
 Original Principal Investor Agreement
 Original Stockholders Agreement
 Participation, Registration Rights and Coordination Agreement Section 6.10
 Party Parties
 PEP
 PEP Co-Investment Vehicles
  47




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PEP Investors
 Permitted Lien
 Permitted Transferee Saban subclause (i) (iii) clause (c) clauses (a) (c) Section 3.1.1
 Person
 PITV Investor Group
 PITV Investors provided
 Preferential Rights
 Preliminary Fair Market Value Section
8.5(c)
  48




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Principal Investor Agreement Section
6.12
 Principal Investor Group provided however provided further
 Principal Investors
 Principal Investor Sell-Down
 Principal Investors Total Ownership Amount
 Program License Agreement
 Public Offering
 Purchaser of Control
 Qualified Public Offering
 Recapitalization
 Regulatory Amendment or Waiver Foreign Ownership Cap
 Related Persons Section 3.21
  49




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Remaining Payment Obligations Section
8.6(d)
 Restricted Person
 Saban Permitted
Transferee
 Saban Arrangements
 Sales Agency Agreement Section 6.14
 SCG Investors
 SEC
 Second Program License Agreement Section
6.14
 Securities Section 4.5(a)
 Securities Act
 Sellers
 Senior Officer
 Service Agreements Section 6.11
 Shares
 Side Letter Agreements
 Significant Subsidiary provided
 Sponsor Sale
  50




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CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS
DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE
24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THE
OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
 Sponsor Sale Tag Along Rights
 Standstill Section 8.3(a)
 Standstill Release Requirements
 Stockholders
 Stockholders Agreement Section 6.9
 Strategic Buyer provided
 subsidiary
 Tag Along Holders
 Tax Taxes
 Tax Returns
 Televisa
  51




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Televisa Investors clause (ii) provided clauses (i) (ii) (iii) provided further
 Televisa Option Section 8.5(a)
 Televisa Option Notice Section 8.5(b)
 Televisa Option Sellers Section 8.5(d)
 Televisa Option Shares Section 8.5(a)
 Televisa TuTV
 Termination Event Section 8.6(e)
 Third Appraiser Section 8.5(c)
 THL
 THL Co-Investment Vehicles
 THL Investors
 Total Combined Investment
  52




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TPG
 TPG Co-Investment Vehicles
 TPG Investors
 Transaction Agreements
 Transfer
  53




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Treasury Rate
 TuTV
 TuTV Interest
 TuTV LLC Agreement
 TuTV Purchase Agreement
 TuTV Purchase Price Section 1.1(c)
 TV Warrants Section 1.1(a)
 Units
 Univision
 Univision Credit Agreement
 Univision SEC Documents Section 3.10(a)
 Remainder of Page Intentionally Left Blank
  54




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IN WITNESS WHEREOF,
 BMP:
BROADCASTING MEDIA PARTNERS, INC.By:
    *Name:
    Andrew HobsonTitle:
    Senior Executive Vice PresidentBMPS2:

BMPI SERVICES II, LLCBy:
    *Name:
    Andrew HobsonTitle:
    Senior Executive Vice PresidentUNIVISION:
UNIVISION COMMUNICATIONS INC.By:
    *Name:
    Andrew HobsonTitle:
    Senior Executive Vice President *
    
    The signature appearing immediately below shall serve as a signature at each place indicated
with an * on this page: /s/
Andrew HobsonName:
    Andrew HobsonTitle:
    Senior Executive Vice President




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TELEVISA:
GRUPO TELEVISA, S.A.B.By:

/s/
Salvi Rafael Folch ViaderoName:
    Salvi Rafael Folch ViaderoTitle:
    Attorney-in-FactBy:

/s/
Joaquín Balcárcel Santa CruzName:
    Joaquín Balcárcel Santa CruzTitle:
    Attorney-in-FactPAY-TV VENTURE, INC.By:

/s/
Salvi Rafael Folch ViaderoName:
    Salvi Rafael Folch ViaderoTitle:
    Attorney-in-FactBy:

/s/
Joaquín Balcárcel Santa CruzName:
    Joaquín Balcárcel Santa CruzTitle:
    Attorney-in-Fact




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Schedule 8.6(a)  Financial Institutions for Letter of Credit




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Schedule 11.4  Notices
  
  
  
  th