EX-10.12



 Exhibit 10.12 

Execution Version 

AMENDED AND RESTATED MANAGEMENT AGREEMENT 

This Amended and Restated Management Agreement (this “Agreement”) is entered into as of December 20, 2010 by and among
Univision Communications Inc., a Delaware corporation (the “Univision”), Broadcasting Media Partners, Inc., a Delaware corporation (“BMP”), Broadcast Media Partners Holdings, Inc., a Delaware corporation
(“BMPH” and, together with Univision and BMP, the “Univision Corporations”), Madison Dearborn Partners IV, L.P. (“MDPIV”), Madison Dearborn Partners V-B, L.P. (“MDPV” and together
with MDPIV, “MDP”), Providence Equity Partners V Inc. (“PEPV”), Providence Equity Partners L.L.C. (“PEPVI” and together with PEPV, “PEP”), KSF Corp. (“SCG”), THL
Managers VI, LLC (“THL”), TPG Capital, L.P. (“TPG” and together with MOP, PEP, SCG and THL, each a “Manager” and together, the “Managers”; provided that each Manager shall
cease to be a “Manager” for all purposes hereunder at such time as such Manager or investment funds affiliated with such Manager are no longer members of a Principal Investor Group (but without giving effect to the second proviso of the
definition of “Principal Investor Group”)). Certain capitalized terms used herein are specifically defined in Section 6. 

RECITALS 

WHEREAS, each of BMP, BMPH and Umbrella Acquisition, Inc., a Delaware corporation (“Umbrella”), were formed for the
purpose of engaging in a transaction in which Umbrella was merged with and into Univision, with Univision surviving (the “Merger”) pursuant to an Agreement and Plan of Merger between BMP, Umbrella and Univision dated as of
June 26, 2006 (as amended from time to time, the “Merger Agreement”); 
 WHEREAS, to enable Umbrella to engage
in the Merger and related transactions, MOP, PEP, THL and TPG provided financial and structural advice and analysis as well as assistance with due diligence investigations and negotiations (the “Merger Financial Advisory Services”);

 WHEREAS, the Univision Corporations want to retain the Managers to provide certain management, consulting and advisory services to
the Univision Corporations, and the Managers are willing to provide such services on the terms set forth below; 
 WHEREAS,
Univision, BMP, BMPH and the Managers are parties to that certain Management Agreement, dated as of March 29, 2007 (the “2007 Management Agreement”); 

WHEREAS, as of the date hereof, Grupo Televisa, S.A.B. (“Grupo Televisa”) is entering into an Investment Agreement
(the “Investment Agreement”) with Pay-TV Venture, Inc., BMP, BMPI Services II, LLC (“BMPS2”) and Univision, pursuant to which, among other things, (a) Grupo Televisa will, or will procure that one or more of
its subsidiaries will, on the terms and conditions set forth therein, acquire (i) certain shares of Common Stock of BMP, (ii) 1.5% convertible debentures issued by BMP and convertible into shares of Common Stock of BMP and/or warrants of
BMP exercisable for shares of shares of Common Stock of BMP, and (iii) membership interests from BMPS2 and (b) Univision will, on the terms and conditions set forth therein, acquire the TuTV Interest from Pay-TV Venture, Inc. (clauses
(a) and (b) collectively, the “Televisa Investment”); and 

  
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 WHEREAS, in connection with BMP, BMPS2, Univision, Grupo Televisa and Pay-TV Venture, Inc.
entering into the Investment Agreement, and as a condition thereto, BMP, BMPH and the Managers have agreed to amend and restate the 2007 Management Agreement and to replace it in its entirety with this Agreement. 

AGREEMENT 
 NOW THEREFORE,
in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 
 1.
Services. Each of the Managers hereby agrees that, during the term of this Agreement (the “Term”), it will provide the following management, consulting and advisory services to the Univision Corporations as requested from
time to time by the Boards of Directors of the Univision Corporations; provided that the implementation of any recommendations or actions of the Univision Corporations shall be in the sole discretion of the Boards of Directors of the
applicable Univision Corporation (but without prejudice to any rights, obligations or approval requirements provided in the Transaction Agreements): 

(a) advice in connection with the negotiation of agreements, contracts, documents and instruments relating to the Univision
Corporations’ financing; 
 (b) financial, managerial and operational advice in connection with the Univision
Corporations’ business, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Univision Corporations and their
subsidiaries; and 
 (c) such other services (which may include financial and strategic planning and analysis, consulting
services, human resources and executive recruitment services and other services) as such Manager and the Univision Corporations may from time to time agree in writing. 

Each of the Managers shall devote such .time and efforts to the performance of services contemplated hereby as such Manager deems reasonably necessary or
appropriate; provided, however, that no minimum number of hours is required to be devoted by any Manager on a weekly, monthly, annual or other basis. The Univision Corporations acknowledge that each of the Managers’ services are
not exclusive to any of the Univision Corporations and that each of the Managers may render similar services to other Persons. The Managers and the Univision Corporations understand that the Univision Corporations may, at times, engage one or more
investment bankers or financial or other advisers to provide services in addition to, but not in lieu of, services provided by the Managers under this Agreement. In providing services to the Univision Corporations, each of the Managers will act as
an independent contractor; and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that no party has the right or ability to
contract for or on behalf of any other party or to effect any transaction for the account of any other party. 

  
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 2. Payment of Fees. 

(a) Merger Transaction Fee. The Univision Corporations, jointly and severally, paid to MDP, PEP, THL and TPG (or such
Affiliates as they respectively designated); in consideration of the Managers providing the Merger Financial Advisory Services, an aggregate transaction fee (the “Merger Transaction Fee”) in the amount of $200,000,000, such fee
having been paid at the closing of the Merger. Each of MDP, PEP, THL and TPG hereby acknowledge receipt of their respective portion of such Merger Transaction Fee. The Merger Transaction Fee was divided among MDP, PEP, THL and TPG as follows: 

 

					
	 MDPIV:
	  	$	22,005,630	  
	 MDPV:
	  	$	27,994,370	  
	 PEPV:
	  	$	29,405,587	  
	 PEPVI:
	  	$	20,594,413	  
	 THL:
	  	$	50,000,000	  
	 TPG:
	  	$	50,000,000	  

 The Managers hereby acknowledge, on behalf of themselves and their respective Affiliates, payment in full
prior to the date hereof by the Univision Corporations of all Reimbursement Expenses pursuant to clause (a) of the definition thereof. 

(b) Periodic Fees. During the Term, the Univision Corporations, jointly and severally, will pay to the Managers {or such
Affiliates as they may respectively designate) a quarterly periodic fee (the “Managers Periodic Fee”) equal to the Managers Periodic Fee Percentage of EBITDA for the calendar quarter in question in exchange for the ongoing services
provided by the Managers under Section 1 of this Agreement. The Managers Periodic Fee shall be payable by the Univision Corporations in arrears as soon as practicable following the determination of EBITDA for the applicable calendar
quarter and shall be payable in full for any quarter during which this Agreement was in effect for any portion thereof and shall not be refundable in whole or in part. The Managers Periodic Fee shall be divided among the Managers pro rata in
proportion, as of such date, to the funds committed by investment funds affiliated with each Manager under the Equity Commitment Letter, as set forth on Schedule 1 (the “Managers’ Pro Rata Percentage”); provided,
that, for purposes of this Agreement, (i) the MDP Investors and their respective Affiliated Funds shall be deemed to be Affiliates of MDP; (ii) the PEP Investors and their respective Affiliated Funds shall be deemed to be Affiliates of
PEP; (iii) the SCG Investors and their respective Affiliated Funds shall be deemed to be Affiliates of SCG; (iv) the THL Investors and their respective Affiliated Funds shall be deemed to be Affiliates of THL; and (v) the TPG
Investors and their respective Affiliated Funds shall be deemed to be Affiliates of TPG. 
 (c) Subsequent Fees.
During the Term, the Managers will advise the Univision Corporations, if and to the extent requested by the Univision Corporations, in connection with debt or equity financing, acquisition, disposition and Change of Control transactions involving
the Univision Corporations or any of their respective direct or indirect subsidiaries (however structured); and the Univision Corporations, jointly and 

  
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 severally, will, whether or not such advice is requested, for each transaction (other than a
refinancing of debt which is not made in connection with a significant distribution by BMP to its stockholders) which has a gross transaction value of at least $25,000,000, pay to the Managers (or such Affiliates as they may respectively designate)
an aggregate fee (the “Managers Subsequent Fee”) in connection with each such transaction equal to the Managers Subsequent Fee Percentage of the gross transaction value of such transaction or such lesser amount as may be mutually
agreed by the applicable Univision Corporation and the Manager/Televisa Majority (the “Transaction Value”). The Managers Subsequent Fee shall be due and payable for the foregoing services at the closing of such transaction. Each
Managers Subsequent Fee shall be divided among the Managers according to the Managers’ Pro Rata Percentage, as of such date. The Managers and the Univision Corporations hereby agree that no Managers Subsequent Fee shall be earned or payable in
connection with the Televisa Investment, including with respect to the repayment of debt using the proceeds of such Televisa Investment pursuant to Section 2.5, of the Investment Agreement, or the financing transactions referenced in
Section 3.26 of the Investment Agreement. 
 (d) Certain Tax Matters. The Univision Corporations shall be
entitled to deduct and withhold from any payment made to any Manager hereunder such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder, or under any provision of state, local or foreign tax law. To the extent amounts are so withheld and paid over to the appropriate taxing authority, the withheld amounts shall be treated for all purposes of
this Agreement as having been paid to the Manager in respect of which such deduction and withholding was made. 
 (e)
Acknowledgment of Payment. Notwithstanding anything to the contrary in this Agreement, the Managers and the Univision Corporations acknowledge and agree that (i) all Manager Periodic Fees (other than with respect to the current calendar
quarter as of the date of this Agreement) and Manager Subsequent Fees earned or incurred for periods or transactions prior to the date of this Agreement have been paid in full by the Univision Corporations or irrevocably waived by each of the
Managers, and as a result no payments of such amounts remain outstanding as of the date hereof, and (ii) the aggregate amount of all Reimbursable Expenses incurred or owed to any Manager or its Affiliates which remains outstanding and unpaid by
the Univision Corporations as of the date hereof is as set forth in the last sentence of Section 4. 
 3. Term. This
Agreement shall continue in full force and effect until December 31, 2020 (the “Initial Termination Date”); provided that the Initial Termination Date shall be automatically extended on each December 31 thereafter
for an additional year (so that the remaining term is always ten years) unless the Univision Corporations or the Manager/Televisa Majority provide written notice of their desire not to automatically extend the term for such additional year to the
other parties hereto at least ninety (90) days prior to such December 31; provided, further, (a) that the Manager/Televisa Majority may cause this Agreement to terminate at any time, and (b) this Agreement shall
terminate automatically, without the requirement of notice, immediately prior to the earlier of (x) an Initial Public Offering, and (y) a Change of Control, unless the Manager/Televisa Majority determines otherwise. In the event of a
termination of this Agreement, the Univision Corporations, jointly and severally, shall pay 

  
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 each of the Managers (or such Affiliates as they may respectively designate) (i) all unpaid Managers
Periodic Fees (pursuant to Section 2(b) above), Managers Subsequent Fees (pursuant to Section 2(c) above) and Reimbursable Expenses (pursuant to Section 4 below) due with respect to periods prior to the date of
termination, plus, in the case of a termination pursuant to the foregoing clause (b) only, (ii) the sum of the net present values (using discount rates equal to the then yield on U.S. Treasury securities of like maturity) of
the Managers Periodic Fees (as of such termination date) that would have been payable with respect to the period from the date of termination until the expiration date in effect immediately prior to such termination (such amount pursuant to this
clause (ii), the “Managers Termination Amount”). The Managers Termination Amount shall be calculated, assuming, for such purposes, that (1) the baseline EBITDA for purposes of such calculation is the greater of
(A) EBITDA for the most recently completed quarter and (B) the average of the EBITDA for the last four completed quarters and (2) EBITDA would have grown during each subsequent quarter until the expiration date in effect immediately
prior to such termination at a rate reflecting the greater of (A) a compounded annual growth rate of 10%, and (B) the compounded annual growth rate of the last two completed fiscal years. The Managers Termination Amount shall be divided
among the Managers according to the Managers’ Pro Rata Percentage, as of such termination date. Sections 4 and 5 of this Agreement shall survive any termination of this Agreement with respect to matters occurring before, on or
after the date of such termination. 
 4. Expenses. The Univision Corporations, jointly and severally, will pay on demand all
Reimbursable Expenses of the Managers. As used herein, “Reimbursable Expenses” means (a) all expenses incurred or accrued prior to the date on which the transactions contemplated by the Merger Agreement were consummated (the
“Merger Closing Date”) by any of the Managers or their Affiliates in connection with this Agreement, the Merger or any related transactions, consisting of their respective out-of-pocket expenses for travel and other incidentals in
connection with such transactions (including, without limitation, all air travel and other travel related expenses) and the out-of-pocket expenses and the fees and charges of the consultants and advisors retained by the Managers in connection with
the Merger and related transactions, (b) reasonable out-of-pocket legal expenses incurred by any Manager or former Manager or their Affiliates, from and after the Merger Closing Date, in connection with the enforcement of rights or taking of
actions under this Agreement; provided that the reimbursement of expenses incurred by the Managers, former Managers, or their respective Affiliates, which are subject to reimbursement under Section 4.3 of the Principal Investor
Agreement, will be governed by, and subject to any limitations contained in, such section and shall not be duplicated and (c) expenses incurred from and after the Merger Closing Date by the Managers or former Managers and their Affiliates which
the Manager/Televisa Majority agree are properly allocable to the Univision Corporations under this Agreement; provided that such determinations shall be made on a reasonable basis and equitably with respect to similar expenses incurred by
Managers and Televisa. Each Manager hereby acknowledges that the Univision Corporations have paid it all such Reimbursable Expenses incurred or accrued prior to September 30, 2010 (other than Reimbursable Expenses reimbursable for an amount not
to exceed $50,000 in the aggregate for all Managers). 

  
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 5. Disclaimer and Limitation of Liability. 

(a) Disclaimer; Standard of Care. None of the Managers or former Managers makes any representations or warranties,
express or implied, in respect of the services to be provided by any Manager or former Manager hereunder. In no event shall any Manager or former Manager be liable to the Univision Corporations or any of their Affiliates, shareholders or Affiliates
of shareholders for any act, alleged act, omission or alleged omission in connection with any services provided pursuant to this Agreement that does not constitute gross negligence or willful misconduct of such Manager or former Manager as
determined by a final, non-appealable determination of a court of competent jurisdiction. 
 (b) Limitation of
Liability. In no event will any of the Managers or former Managers be liable to the Univision Corporations or any of their Affiliates or any of the other Managers or former. Managers for any indirect, special, incidental or consequential
damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this
Agreement, including, without limitation, the services to be provided by the Managers or former Managers hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct or in excess of the fees received by the
applicable Manager or former Manager hereunder. 
 6. Definitions. For purposes of this agreement, the following terms shall have the
following meanings: 
 “2007 Management Agreement” shall have the meaning set forth in the recitals. 

“Affiliate” shall mean, with respect to any specified Person, any other Person which directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control with, such specified Person; provided, however, that neither the Univision Corporations nor any of their subsidiaries shall be deemed an Affiliate of any of
the stockholders of the Univision Corporations (and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) if such specified Person is a private equity investment fund, any other private equity investment
fund the primary investment advisor to which is the primary investment advisor to such specified Person or an Affiliate thereof and (b) if such specified Person is a natural Person, any Family Member of such natural Person. 

“Affiliated Fund” shall have the same meaning set forth in the Principal Investor Agreement. 

“Agreement” shall have the meaning set forth in the preamble. 

“BMP” shall have the meaning set forth in the preamble. 

“BMPH” shall have the meaning set forth in the preamble. 

“BMPS2” shall have the meaning set forth in the recitals. 

“Change of Control” shall have the meaning set forth in the Principal Investor Agreement. 

“Common Stock” shall have the meaning set forth in the Principal Investor Agreement. 

  
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 “Covered Matters” shall have the meaning set forth in Section 9(a).

 “Discriminate(s)” shall have the meaning set forth in the Stockholders Agreement. 

“EBITDA” shall have the meaning given to such term in the Indenture as in effect on the date hereof and even if such
Indenture is no longer in effect when such EBITDA is measured; provided that for purposes of this agreement, “EBITDA” for any quarter, and any other amount required to be calculated in order to calculate “EBITDA” for such
quarter shall be calculated as if the Total Periodic Fee were not paid. 
 “Equity Commitment Letter” shall have the
meaning set forth in the Merger Agreement. 
 “Family Member” shall mean, with respect to any natural Person, (a) any
lineal descendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse or former spouse of any of the foregoing, (c) any legal representative or estate of any of the foregoing, 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 the foregoing Persons described in clauses (a) through (c) above. 

“Governmental Authority” shall mean any United States (federal, state or local) or foreign government, or governmental,
regulatory, judicial or administrative authority, agency, commission or court (including the Federal Communications Commission and applicable stock exchange(s)). 

“Grupo Televisa” shall have the meaning given to such term in the recitals. 

“Indenture” shall mean the indenture dated as of March 29, 2007, as amended and supplemented through the date hereof,
governing the outstanding 9.75%/10.50% Univision Senior Notes due on March 15, 2015. 
 “Initial Public Offering”
shall have the meaning given to such term in the Principal Investor Agreement. 
 “Initial Termination Date” shall have the
meaning set forth in Section 3. 
 “Investment Agreement” shall have the meaning set forth in the recitals.

 “Law” shall mean any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree, order or any other
judicially enforceable legal requirement (including common law) of any Governmental Authority. 
 “Majority Principal
Investors” shall have the meaning given to such term in the Principal Investor Agreement. 
 “Manager” shall have
the meaning set forth in the preamble. 
 “Manager/Televisa Majority” shall mean, as of any applicable time, a majority in
number of the Managers and Televisa, taken together. 

  
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 “Managers Periodic Fee” shall have the meaning set forth in
Section 2(b). 
 “Managers Periodic Fee Percentage” shall mean, for any calendar quarter, 2% minus the
then applicable Televisa Periodic Fee Percentage, calculated on a weighted average basis in the event that more than one Televisa Periodic Fee Percentage applies for such calendar quarter. 

“Managers Percentage” shall mean, at any given time, the difference between 100% and the then applicable Televisa Percentage.

 “Managers’ Pro Rata Percentage” shall have the meaning set forth in Section 2(b). 

“Managers Subsequent Fee” shall have the meaning set forth in Section 2(c). 

“Managers Subsequent Fee Percentage” shall mean, for any transaction for which a Managers Subsequent Fee is payable, the
percentage equal to 1% minus the Televisa Subsequent Fee Percentage that is applicable as of the closing of such transaction. 

“Managers Termination Amount” shall have the meaning set forth in Section 3. 

“MDP” shall have the meaning set forth in the preamble. 

“MDP Investors” shall have the meaning given to such term in the Principal Investor Agreement. 

“MDPIV” shall have the meaning set forth in the preamble. 

“MDPV” shall have the meaning set forth in the preamble. 

“Merger” shall have the meaning set forth in the recitals. 

“Merger Agreement” shall have the meaning set forth in the recitals. 

“Merger Closing Date” shall have the meaning set forth in Section 4. 

“Merger Financial Advisory Services” shall have the meaning set forth in the recitals. 

“Merger Transaction Fee” shall have the meaning set forth in Section 2(a). 

“PEP” shall have the meaning set forth in the preamble. 

“PEP Investors” shall have the meaning given to such term in the Principal Investor Agreement. 

“PEPV” shall have the meaning set forth in the preamble. 

“PEPVI” shall have the meaning set forth in the preamble. 

“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. 

  
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 “Principal Investor Agreement” means the Amended and Restated Principal Investor
Agreement dated as of the date hereof among BMP, BMPH, Univision, Grupo Televisa and the Principal Investors (as defined therein), as amended from time to time. 

“Principal Investor Group” shall have the meaning given to such term in the Principal Investor Agreement. · 

“Purchaser of Control” shall have the meaning given to such term in the Stockholders Agreement. 

“Reimbursable Expenses” shall have the meaning set forth in Section 4. 

“Requisite Managers” shall mean, at any given time, the approval of Managers whose Affiliates and/or affiliated investment
funds constitute Majority Principal Investors. 
 “SCG” shall have the meaning set forth in the preamble. 

“SCG Investors” shall have the meaning given such term in the Principal Investor Agreement. 

“Shares” shall have the meaning given to such term in the Principal Investor Agreement. 

“Stockholders Agreement” means the Amended and Restated Stockholders Agreement dated as of the date hereof among BMP, BMPH,
Univision and certain stockholders of BMP and BMPH, as amended from time to time. 
 “Technical Assistance Agreement” shall
mean the Technical Assistance Agreement dated as of the date hereof among BMP, BMPH, the Univision Corporations and Televisa, S.A. de C.V., as amended from time to time. 

“Televisa” shall have the meaning set forth in the Technical Assistance Agreement. 

“Televisa Investment” shall have the meaning set forth in the recitals. 

“Televisa Percentage” shall have the meaning set forth in the Technical Assistance Agreement. 

“Televisa Periodic Fee” shall have the meaning set forth in the Technical Assistance Agreement. 

“Televisa Periodic Fee Percentage” shall have the meaning set forth in the Technical Assistance Agreement. · 

“Televisa Subsequent Fee Percentage” shall have the meaning set forth in the Technical Assistance Agreement. 

“Term” shall have the meaning set forth in Section 1. 

“THL” shall have the meaning set forth in the preamble. 

  
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 “THL Investors” shall have the meaning given such term in the Principal Investor
Agreement. 
 “Total Periodic Fee” shall mean the sum of the Managers Periodic Fee and the Televisa Periodic Fee payable
for any given calendar quarter. 
 “TPG” shall have the meaning set forth in the preamble. 

“TPG Investors” shall have the meaning given such term in the Principal Investor Agreement. 

“Transaction Agreements” shall have the meaning given to such term in the Principal Investor Agreement. 

“Transaction Value” shall have the meaning set forth in Section 2(c). 

“TuTV Interest” shall have the meaning set forth in the Investment Agreement. 

“Umbrella” shall have the meaning set forth in the recitals. 

“Univision” shall have the meaning set forth in the preamble. 

“Univision Corporations” shall have the meaning set forth in the preamble. 

7. Assignment, etc. Except as provided below, none of the parties hereto shall have the right to assign this Agreement without the prior
written consent of each of the other parties; provided, however, that this Agreement and any rights of the Managers hereunder may not be assigned to any Purchaser of Control or any person who is not an Affiliate of any Manager without
the prior written consent of Grupo Televisa. Notwithstanding the foregoing, (a) any Manager may assign all or part of its rights and obligations hereunder to any of its respective Affiliates which provides services similar to those called for
by this Agreement, in which event such Manager shall cease to be entitled to fees under Section 2 and reimbursement of expenses under Section 4 (except to the extent of any expenses incurred and unpaid prior to such
assignment, provided that any such expenses which are recoverable by the assigning Manager shall not be owed to the assignee of such Manager) and shall be released of all of its obligations hereunder upon such assignee assuming such rights and
obligations pursuant to an agreement executed by such Manager and such assignee and notified to Univision and (b) the provisions hereof for the benefit of shareholders, directors, officers, fiduciaries, controlling Persons, employees and other
Affiliates and agents of such Manager shall inure to the benefit of such persons and their successors and assigns. 
 8. Amendments and
Waivers. No amendment or waiver of any term, provision or condition of this Agreement shall be effective unless in writing and executed by the Requisite Managers and the Univision Corporations; provided, that any amendment that would
increase any fee or expense reimbursement or other rights of any Manager pursuant to this Agreement, or the entry into any separate agreement or arrangement with any one or more of the Univision Corporations or a direct or indirect subsidiary or
parent entity thereof which in any way effectuates any of the foregoing, shall require the written consent of the Requisite Managers and the Univision Corporations and any amendment or waiver that Discriminates against a Manager, 

  
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 or the entry into any separate agreement or arrangement with any one or more of the Univision Corporations or a
direct or indirect subsidiary or parent entity thereof which in any way effectuates any such amendment or waiver, will require the written consent of such Manager; provided, further, that any Manager may waive any portion of any fee to
which it is entitled pursuant to this Agreement, and, unless otherwise directed by such Manager, such waived portion shall revert to the other Managers, according to the Managers’ Pro Rata Percentage, without taking into account such waiving
Manager. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy shall
constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto. Notwithstanding the foregoing, the prior written consent of Grupo Televisa shall be required to amend the proviso in the first sentence of
Section 7. 
 9. Governing Law; Jurisdiction. 

(a) Choice of Law. This Agreement and the negotiation, execution, performance or nonperformance, interpretation,
termination, construction and all matters based upon, arising out of 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) that may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements and instruments that specify otherwise, shall be governed by the laws of the State of Delaware without giving effect to its principles or
rules of conflict of laws to the extent that such principles or rules would require or permit the application of laws of another jurisdiction. 

(b) 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 of Delaware (and if the Chancery Court does not accept jurisdiction, the federal court located in Delaware and if the federal court in Delaware does not accept jurisdiction, any other
state court in Delaware) for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon the Covered Matters, the transactions contemplated hereby or
relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by . applicable Law, and agrees not to assert, and agrees not to allow any of its affiliates to assert, by way of motion, as a defense or otherwise, in any
such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is
improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation arising out of or based upon the Covered Matters, the transactions contemplated hereby or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or
take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named
courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of 

  
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 the above-named courts in any court of competent jurisdiction in the United States. Each party
hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to
Section 11 hereof is reasonably calculated to give actual notice. 
 (c) WAIVER OF JURY TRIAL. EACH OF THE
PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION
ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE CONSIDERATION RECEIVED
BY SUCH PARTY PURSUANT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 
 10. Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto. 

11. Notice. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and
(a) delivered personally, (b) sent by facsimile or email (if provided and the recipient acknowledges receipt thereof by reply e-mail or otherwise), or (c) sent by overnight courier, in each case, addressed as follows: 

If to a Univision Corporation, to it: 

c/o Univision Communications Inc. 

5999 Center Drive 
 Los Angeles,
California 90045 
 Facsimile No.: (310) 556-1526 

Attention: General Counsel 
 with
a copy (which shall not constitute notice) to: 
 Weil, Gotshal & Manges LLP 

50 Kennedy Plaza, 11th Floor 

Providence, Rhode Island 02903 

Facsimile No.: (401) 278-4701 

Attention: David K. Duffell, Esq. 

  
 12 








 If to MDPIV or MDPV, to them: 

c/o Madison Dearborn Partners 

Three First National Plaza, suite 3800 

Chicago, Illinois, 60602 

Facsimile No.: (312) 895-1221 

Attention: James N. Perry, Jr. 

with a copy (which shall not constitute notice) to: 

Three First National Plaza, suite 3800 

Chicago, Illinois, 60602 

Facsimile No.: (312) 895-1041 

Attention: Mark Tresnowski, Esq. 

If to PEPV or PEPVI, to them: 

c/o Providence Equity Partners Inc. 

50 Kennedy Plaza:, 18th Floor 

Providence, Rhode Island 02903 

Facsimile No.: (401) 751-1790 

Attention: Jonathan M. Nelson 

with a copy (which shall not constitute notice) to: 

Weil, Gotshal & Manges LLP 

50 Kennedy Plaza, 11th Floor 

Providence, Rhode Island 02903 

Facsimile No.: (401) 278-4701 

Attention: David K. Duffell, Esq. 

If to SCG, to it: 
 c/o Saban
Capital Group 
 10100 Santa Monica Boulevard 

Suite 2600 
 Los Angeles,
California 90067 
 Facsimile No.: (310) 557-5103 

Attention: Adam Chesnoff 
 with a
copy (which shall not constitute notice) to: 
 10100 Santa Monica Boulevard 

Suite 2600 
 Los Angeles,
California 90067 
 Facsimile No.: (310) 557-5103 

Attention: Niveen Tadros, Esq. 

  
 13 








 If to THL, to it: 

c/o Thomas H. Lee Partners, L.P. 

100 Federal Street, 35th Floor 

Boston, Massachusetts 0211 0 

Facsimile No.: (617) 227-3514 

Attention: Scott Sperling 
 with
a copy (which shall not constitute notice) to: 
 Weil, Gotshal & Manges LLP 

100 Federal Street, 34th Floor 

Boston, Massachusetts 02110 

Facsimile No.: (617) 772-8333 

Attention: David P. Kreisler, Esq. 

If to TPG, to it: 
 c/o Texas
Pacific Group 
 301 Commerce Street, Suite 3300 

Fort Worth, Texas 76102 

Facsimile No.: (817) 871-4010 

Attention: Ronald Cami 
 with a
copy (which shall not constitute notice) to: 
 Cleary Gottlieb Steen & Hamilton LLP 

One Liberty Plaza New York, 

New York 10006 
 Facsimile No.:
(212) 225-3999 
 Attention: Paul J. Shim, Esq. and Glenn P. McGrory, Esq, 

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally
delivered, (y) on the date received if delivered by facsimile on a business day, or if not delivered on a business day, on the, first business day thereafter and (z) two business days after being sent by overnight courier. Each of the
parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. 
 12.
Severability. In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum
extent compatible with, and possible under, applicable Law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise
affect any other provision hereof. 
 13. Counterparts. This Agreement may be executed in multiple counterparts, each of which 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 signatory thereto with the same force and effect as if the signature were
an original. 

  
 14 








 14. Payments. Each payment made pursuant to Sections 2, 3 or 4 shall
be paid by wire transfer of immediately available federal funds to the accounts specified on Schedule 2 hereto, or to such other account(s) as the applicable Manager may specify to Univision in writing prior to such payment. 

15. TPG Payment. Univision and the Managers hereby acknowledge that, from and after the date of the Merger Closing Date, 21.32% of all
Merger Transaction Fees, Manager Periodic Fees and Manager Subsequent Fees received by TPG shall be in respect of the services performed by TPG in connection with the investment of TPG Partners Umbrella International IV, L.P. in the Univision
Corporations, 11.49% of all Merger Transaction Fees, Manager Periodic Fees and Manager Subsequent Fees received by TPG shall be in respect of the services performed by TPG in connection with the investment of TPG Partners Umbrella IV, L.P. in the
Univision Corporations, 33.38% of all Merger Transaction Fees, Manager Periodic Fees and Manager Subsequent Fees received by TPG shall be in respect of the services performed by TPG in connection with the investment of TPG Media V-AIV 1, L.P. in the
Univision Corporations, 25.06% of all Merger Transaction Fees, Manager Periodic Fees and Manager Subsequent Fees received by TPG shall be in respect of the services performed by TPG in connection with the investment of TPG Media V-AIV 2, L.P. in the
Univision Corporations, 1.86% of all Merger Transaction Fees, Manager Periodic Fees and Manager Subsequent Fees received by TPG shall be in respect of the services performed by TPG in connection with the investment of TPG Umbrella Co-Investment,
L.P. in the Univision Corporations, and 6.90% of all Merger Transaction Fees, Manager Periodic Fees and Manager Subsequent Fees received by TPG shall be in respect of the services performed by TPG in connection with the investment of TPG Umbrella
International Co-Investment, L.P. in the Univision Corporations. Such allocation is in accordance with the respective purchase price value of the Shares held by each of TPG Umbrella IV, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 1,
L.P., TPG Media V-AIV 2, L.P., TPG Umbrella Co-Investment, L.P. and TPG Universe International Co-Investment, L.P. as the date of determination. 

[Remainder of Page Intentionally Left Blank] 

  
 15 








 IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be
executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written. 
  

							
	BMP:	 	BROADCASTING MEDIA PARTNERS, INC.
			
		 	By:	 	 /s/ Andrew Hobson

		 		 	Name: Andrew Hobson
		 		 	Title: Senior Executive Vice President
		
	BMPH:	 	BROADCAST MEDIA PARTNERS HOLDINGS, INC.
			
		 	By:	 	 /s/ Andrew Hobson

		 		 	Name: Andrew Hobson
		 		 	Title: Senior Executive Vice President
		
	UNIVISION:	 	UNIVISION COMMUNICATIONS INC.
			
		 	By:	 	 /s/ Andrew Hobson

		 		 	Name: Andrew Hobson
		 		 	Title: 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 Hobson

		 		 	Name: Andrew Hobson
		 		 	Title: Senior Executive Vice President

 SIGNATURE PAGE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 








							
		 	MADISON DEARBORN PARTNERS IV, L.P.
		
		 	By: Madison Dearborn Partners, LLC, its General Partner
			
		 	By:	 	 /s/ Michael P. Cole

		 		 	Name: Michael P. Cole
		 		 	Its: Managing Director
		
		 	MADISON DEARBORN PARTNERS V-B, L.P.
		
		 	By: Madison Dearborn Partners, LLC, its General Partner
			
		 	By:	 	 /s/ Michael P. Cole

		 		 	Name: Michael P. Cole
		 		 	Its: Managing Director

 SIGNATURE PAGE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 







 
			
	PROVIDENCE EQUITY PARTNERS V INC.
		
	By:	 	 /s/ Mark Masiello

		 	Name: Mark Masiello
		 	Title: Managing Director
	
	PROVIDENCE EQUITY PARTNERS L.L.C.
		
	By:	 	 /s/ Mark Masiello

		 	Name: Mark Masiello
		 	Title: Managing Director


 SIGNATURE PAGE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 

  








 
			
	KSF CORP.
		
	By:	 	 /s/ Adam Chesnoff

		 	Name: Adam Chesnoff
		 	Title: President


 SIGNATURE PAGE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 

  








 
			
	THL MANAGERS VI, LLC
		
	By:	 	Thomas H. Lee Partners, L.P., its Managing Member
		
	By:	 	Thomas H. Lee Advisors, LLC, its General Partner
		
	By:	 	 /s/ Charles P. Holden

		 	Name: Charles P. Holden
		 	Title: Chief Financial Officer


 SIGNATURE PAGE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 

  








 
			
	TPG CAPITAL, L.P.
		
	By:	 	Tarrant Capital, LLC, its General Partner
		
	By:	 	 /s/ Ronald Cami

		 	Name: Ronald Cami
		 	Title: Vice President


 SIGNATURE PAGE TO AMENDED AND RESTATED MANAGEMENT AGREEMENT 

  








 SCHEDULE 1 

Managers’ Pro Rata Percentage 
  

					
	 MDPIV:
	  	 	10.26081	% 
	 MDPV:
	  	 	13.05324	% 
	 PEPV:
	  	 	13.71127	% 
	 PEPVI:
	  	 	9.60278	% 
	 SCG:
	  	 	6.74381	% 
	 THL:
	  	 	23.31405	% 
	 TPG:
	  	 	23.31405	% 


  








 SCHEDULE 2 

Managers’ Bank Accounts 

[This schedule contains bank account information that has been intentionally omitted] 

 

			
	 MANAGER
	  	 BANK ACCOUNT

	Madison Dearborn Partners IV, L.P.	  	[intentionally omitted]
		
	Madison Dearborn Partners V-B, L.P.	  	[intentionally omitted]
		
	Providence Equity Partners V Inc.	  	[intentionally omitted]
		
	Providence Equity Partners L.L.C.	  	[intentionally omitted]
		
	KSF Corp.	  	[intentionally omitted]
		
	THL Managers VI LLC	  	[intentionally omitted]
		
	TPG Capital, L.P.	  	[intentionally omitted]