(b) Each of the undersigned Parties (other than the Company, BMPH and Univision)represent and warrant that it owns the number of shares across from such Party’sname on the attached Schedule I (in the case of Multimedia Telecom, S.A. de C.V.,assuming the effectiveness of, and the completion of the deliveries under, theamendment to the Investment Agreement entered into immediately prior hereto byTelevisa, the Company, Univision and BMPSI Services II, LLC). The Companyrepresents that the undersigned parties (other than the Company, BMPH andUnivision) collectively comprise the Majority PITV Investors necessary to amendthe Stockholders Agreement.3. Reference to and Effect on the Stockholders Agreement; Ratification.(a) Except as specifically amended above, the Stockholders Agreement is and shall continue tobe in full force and effect and is hereby ratified and confirmed in all respects.(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiverof any right, power or remedy of any Party hereto under the Stockholders Agreement, or constitute awaiver of any provision of any other agreement.(c) Upon the effectiveness of this Amendment, each reference in the Stockholders Agreement to“Stockholders Agreement”, “hereto”, “hereunder”, “hereof” or words of like import referring to theStockholders Agreement, and, for the avoidance of doubt, each reference in any other TransactionDocuments to “the Stockholders Agreement”, “thereto”, “thereof”, “thereunder” or words of likeimport referring to the Stockholders Agreement, shall mean and be a reference to the StockholdersAgreement as amended hereby.4. Execution of Counterparts. This Amendment may be executed in any number ofcounterparts and by different Parties hereto on separate counterparts, each of which counterparts,when so executed and delivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute but one and the same Amendment.5. Governing Law. This Amendment and the negotiation, execution, performance ornonperformance, interpretation, construction and all matters based upon, arising out of or relatedto this Amendment, whether arising in law or in equity (collectively, the “CoveredMatters”), and all claims or causes of action (whether in contract or tort) that may be basedupon, arise out of or relate to the Covered Matters, except for documents, agreements andinstruments that specify otherwise, shall be governed by the laws of theState of Delaware without giving effect to its principles or rules of conflict of laws to theextent that such principles or rules would require or permit the application of laws of anotherjurisdiction.6. Headings. The Section headings used or contained in this Amendment are for convenienceof reference only and shall not affect the construction of this Amendment.
 
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7. 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.8. Interpretation. Whenever the context and construction so require, all words used inthe singular number herein shall be deemed to have been used in the plural, and vice versa, and themasculine gender shall include the feminine and neuter and the neuter shall include the masculineand feminine.[The remainder of the page is intentionally left blank.]
 
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by theirrespective officers hereunto duly authorized as of the day and year first above written.       *THE COMPANY*: **BROADCASTING MEDIA PARTNERS, INC.**           By: *             Name: Andrew W. Hobson      Title: Senior Executive Vice President         *BMPH*: **BROADCAST MEDIA PARTNERS HOLDINGS, INC.**           By: *             Name: Andrew W. Hobson      Title: Senior Executive Vice President         *UNIVISION*: **UNIVISION COMMUNICATIONS INC.**           By: *             Name: Andrew W. Hobson      Title: Senior Executive Vice President     * The signature appearing immediately below shall serve as a signature at each place indicatedwith an “*” on this page:           /s/ Andrew W. Hobson             Name: Andrew W. Hobson      Title: Senior Executive Vice President  Signature Page to Stockholders Agreement Amendment
 
 

 
*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 P. 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 P. Cole      Its: Managing Director           **MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its General Partner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael P. Cole      Its: Managing Director  Signature Page to Stockholders Agreement Amendment
 
 

 
         **MDCPV INTERMEDIATE (UMBRELLA), L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its General Partner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael P. Cole      Its: Managing Director           **MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its General Partner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael P. Cole      Its: Managing Director           **MDCP US CO-INVESTORS (UMBRELLA), L.P.**           By: Madison Dearborn Partners V-A&C, L.P., its General Partner           By: Madison Dearborn Partners, LLC, its General Partner           By: *             Name: Michael P. 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 P. Cole             Name: Michael P. Cole      Title: Managing Director  Signature Page to Stockholders Agreement Amendment
 
 

 
**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 Stockholders Agreement Amendment
 
 

 
         **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 Stockholders Agreement Amendment
 
 

 
         **SCG INVESTMENTS II, LLC, a Delaware LLC**           By: /s/ Adam Chesnoff             Name: Adam Chesnoff      Title: Manager  Signature Page to Stockholders Agreement Amendment
 
 

 
**TPG INVESTORS**         **TPG UMBRELLA IV, L.P.**           By: TPG Advisors IV, Inc.,