Exhibit 4.23





Exhibit 4.23




Execution Version




Amended and restated

By-Laws

of

Broadcasting Media Partners, Inc.

(a Delaware corporation (the “Corporation”))




Effective December 20, 2010




ARTICLE I




Stockholders




SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly come before the meeting
shall be held each year at such date and time, within or without the State of Delaware, as the
Board of Directors shall determine.



SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of
such business as may properly come before the meeting may be called by order of the Board of
Directors or the Chief Executive Officer of the Corporation, or at any time prior to the
Corporation having a class of stock registered pursuant to the provisions of the Exchange Act, by
stockholders holding together at least four percent (4%) of all the shares of common stock of the
Corporation, and shall be held at such date and time, within or without the State of Delaware, as
may be specified by such order.



SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders,
stating the place (if any), date and hour of the meeting, the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in person and vote at such
meeting, and the place within the city or other municipality or community at which the list of
stockholders may be examined, shall be given by mailing, via regular U.S. mail, overnight delivery
or, if consented to by the stockholder, by facsimile or by emailing the same, or by delivering the
same personally to each stockholder not less than ten (10) nor more than sixty (60) days prior to
the meeting. Notice of any special meeting shall state, in general terms, the purpose or purposes
for which the meeting is to be held.



SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present.


 


 









 





The stock ledger shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by this section or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.



SECTION 5. Quorum. Except as otherwise provided by Law or the Certificate of
Incorporation, a quorum for the transaction of business at any meeting of stockholders shall
consist of the holders of record of a majority of the issued and outstanding shares of the capital
stock of the Corporation entitled to vote at the meeting, which majority shall include the Majority
PITV Investors entitled to vote at the meeting, present in person or by proxy. If there be no such
quorum, the holders of a majority of such shares so present or represented may adjourn the meeting
from time to time, without further notice, until a quorum shall have been obtained. When a quorum
is once present it is not broken by the subsequent withdrawal of any stockholder.



SECTION 6. Organization. Meetings of stockholders shall be presided over by the
Chairman, if any, or if none or in the Chairman’s absence or inability to act the Chief Executive
Officer, if any, or if none or in the Chief Executive Officer’s absence or inability to act a
Vice-President, if any, or if no Vice-President is present and able to act, by a chairman to be
chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting.
The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act
as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present,
the presiding officer of the meeting shall appoint any person present to act as secretary of the
meeting.



SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders,
every stockholder shall be entitled to vote in person or by proxy appointed by instrument in
writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact
(but no such proxy shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period), and, unless the Certificate of Incorporation provides
otherwise, shall have one vote for each share of stock entitled to vote registered in the name of
such stockholder on the books of the Corporation on the applicable record date fixed pursuant to
these By-laws. At all elections of directors the voting may but need not be by ballot and a
plurality of the votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors shall elect. Except as otherwise required by Law or
the Certificate of Incorporation, any other action shall be authorized by the vote of the majority
of the shares present in person or represented by proxy at the meeting and entitled to vote on the
subject matter.


 


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(b) Any action required or permitted to be taken at any meeting of stockholders may, except as
otherwise required by Law or the Certificate of Incorporation, be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of record of the issued and outstanding capital stock of the Corporation
having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted, and the
writing or writings are filed
with the permanent records of the Corporation; provided, however, that prior
to a Televisa Sell-Down, any action of the stockholders taken without a meeting shall also require
either Televisa’s written consent or prior written notice provided to Televisa by the earlier of
(i) at least two (2) Business Days prior to the taking of such action and (ii) two (2) Business
Days after the consent has been signed by the requisite holders of capital stock. Prompt notice of
the taking of corporate action without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing. If at any time the Corporation
shall have a class of stock registered pursuant to the provisions of the Exchange Act and the
Principal Investors, collectively, no longer beneficially own (as determined in accordance with
Rules 13d-3 and 13d-5 of the Exchange Act) at least 50.1% of the then outstanding shares of voting
capital stock of the Corporation, then for so long as such class is so registered, any action by
the stockholders of such class must be taken at an annual or special meeting of stockholders and
may not be taken by written consent.



(c) Where a separate vote by a class or classes is required, the presence in person or
represented by proxy of the majority of shares of such class or classes shall constitute a quorum
entitled to vote on that matter, and the affirmative vote of the majority of shares of such class
or classes present in person or represented by proxy at the meeting shall be the act of such class,
unless otherwise provided in the Certificate of Incorporation.



SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but
need not, appoint one or more inspectors of election to act at the meeting or any adjournment
thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any,
before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and according to the best
of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear
and determine all challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of the person presiding
at the meeting, the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by such inspector or inspectors and execute a certificate
of any fact found by such inspector or inspectors.


 


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ARTICLE II




Board of Directors




SECTION 1. General Powers. The business, property and affairs of the Corporation
shall be managed by, or under the direction of, the Board of Directors.



SECTION 2. Qualification; Number; Term; Remuneration. (a) Each director shall be at
least eighteen (18) years of age. A director need not be a stockholder or a resident of the State
of Delaware. All directors (other than directors appointed by Televisa and its Affiliates) shall
be U.S. citizens, unless otherwise agreed by the Majority PITV Investors; provided that
Televisa shall have the right to designate the maximum number of non-U.S. citizens allowable under
Federal Communications Laws as its representatives on the Board of Directors (up to the maximum
number of directors to which Televisa is entitled to designate pursuant to the Principal Investor
Agreement) before any Principal Investor may designate any non-U.S. citizens as its representatives
on the Board of Directors pursuant to the Principal Investor Agreement and before any independent
director who is a non-U.S. citizen is designated to the Board of Directors pursuant to the
Principal Investor Agreement. The number of directors constituting the entire Board of Directors
shall be twenty (20), or such other number as may be fixed from time to time by action of the
stockholders or Board of Directors. The use of the phrase “entire Board” herein refers to the
total number of directors that the Corporation would have if there were no vacancies.



(b) Directors who are elected at an annual meeting of stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall hold office until
the next annual meeting of stockholders and until their successors are elected and qualified or
until their earlier resignation or removal. No person, other than directors that PITV Investors
have the right to designate and do designate, may be nominated as a director unless first
recommended by the Nominating Committee.



(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor unless such payment precludes
a director from serving, or causes a director who is then independent under the applicable laws and
rules to be no longer independent, under applicable laws or stock exchange regulations. Members of
special or standing committees may be allowed like compensation for attending committee meetings.



SECTION 3. Quorum and Manner of Voting.



(a) Except as otherwise provided by Law, a majority of the entire Board shall constitute a
quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a
meeting from time to time to another time and place without notice. At each meeting of the Board
of Directors at which a quorum is present, each director shall be entitled to one vote on each
matter to be voted on at such meeting. Except as may be otherwise provided by Law, the vote of a
majority of the directors present at a meeting at which a quorum is present shall be the act of the
Board of Directors. All directors may attend meetings of the Board of Directors telephonically if
they desire.


 


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(b) Prior to an Initial Public Offering (and thereafter if permitted by applicable Law and/or
stock exchange rules), each PITV Investor shall have the right to
appoint a person, other than another director (an “Alternate Director”), to act as a
director in the alternative to any of such PITV Investor’s designated directors who cannot attend
any meeting of the Board of Directors by providing notice in writing to the Secretary before the
applicable meeting. Any Alternate Director shall have all the rights and powers of the director
for whom such Alternate Director is appointed in the alternative, provided that such
Alternate Director shall not be counted more than once in determining whether or not a quorum is
present. An Alternate Director shall be entitled to receive notice of all meetings of the Board of
Directors and to attend and vote at any such meeting at which the director for whom such Alternate
Director was appointed in the alternative is not personally present and generally to perform at
such meeting all the functions of such director for whom such Alternate Director was appointed. An
Alternate Director shall cease to be such if the director for whom such Alternate Director was
appointed (i) ceases for any reason to be a director or (ii) revokes the appointment of such
Alternate Director by notice in writing deposited with the Secretary.



SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any
place within or without the State of Delaware (including by telephone), as may from time to time be
fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.



SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly
elected Board of Directors shall meet for the purpose of the election of officers and the
transaction of such other business as may properly come before the meeting. Such meeting may be
held without notice immediately after the annual meeting of stockholders at the same place at which
such stockholders’ meeting is held.



SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held
at such times and places as the Board of Directors shall from time to time by resolution determine;
provided, that the Board of Directors shall hold no less than one (1) meeting per fiscal
quarter (counting the annual meeting of the Board of Directors as a regular meeting for purposes of
this provision). At least fifteen (15) Business Days notice must be given of regular meetings of
the Board of Directors even if such meetings are held at times and places fixed by resolution of
the Board of Directors, as applicable.



SECTION 7. Special Meetings. Subject to Section 8 of this Article II, special
meetings of the Board of Directors shall be held whenever called by the Chief Executive Officer, by
a majority of the directors then in office or by any PITV Investor.



SECTION 8. Notice of Special Meetings. A notice of the place, date and time and the
purpose or purposes of each special meeting of the Board of Directors shall be given to each
director by mailing, via regular U.S. mail, overnight delivery or facsimile, at least 48 hours
before the proposed start time of such special meeting, or by telephoning or emailing the same or
by delivering the same personally not later than 48 hours before the proposed start time of such
special meeting (“Special Board Meeting Notice”). Within 48 hours from receipt of the
applicable Special Board Meeting Notice, one or more of the
Televisa Board Designees may notify the chairman of the Board of Directors that he or she
cannot attend such scheduled special meeting, and in such event, such special meeting will be
postponed to a subsequent date (which, unless otherwise agreed by the Televisa Investors, shall be
at least 48 hours after the originally proposed start time for such special meeting). Such special
meeting of the Board of Directors shall be held on such subsequent date, whether or not any of the
Televisa Board Designees can attend the special meeting on such date. For the avoidance of doubt,
in no event shall the Televisa Board Designees have the right to postpone any proposed special
meeting of the Board more than once as a result of any of the Televisa Board Designees’ inability
to attend such special meeting.


 


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SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if
any, or if none or in the Chairman’s absence or inability to act, the Chief Executive Officer, if
any, or if none or in the Chief Executive Officer’s absence or inability to act, any Vice-President
who is a member of the Board of Directors, or if no Vice-President is present and able to act a
chairman (who must be a director) chosen by the directors, shall preside. The Secretary of the
Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in
the Secretary’s absence, the presiding officer may appoint any person to act as secretary.



SECTION 10. Resignation; Removal. Any director may resign at any time upon written
notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief
Executive Officer or Secretary, unless otherwise specified in the resignation. If the number of
directors that any PITV Investor Group has the right to designate under the Principal Investor
Agreement decreases at any time, such PITV Investor Group shall cause to resign such number of
directors designated by it as are necessary to comply with such reduced rights. Any or all of the
directors may be removed, with or without cause, by the holders of a majority of the shares of
stock outstanding and entitled to vote for the election of directors; provided that no
director or committee member designated by Televisa shall be removed without Televisa’s prior
written consent, subject to the preceding sentence.



SECTION 11. Vacancies. If at any time any director ceases to serve on the Board of
Directors or any committee, whether caused by resignation, death, disqualification, removal or
otherwise, the PITV Investor Group that designated or nominated such director pursuant to the
Principal Investor Agreement shall designate or nominate, respectively, a successor to fill the
vacancy created thereby; provided that if no PITV Investor Group designated or nominated
such director pursuant to the Principal Investor Agreement or if any position on the Board of
Directors for which a Principal Investor previously had the right to designate or nominate a
director becomes vacant after such Principal Investor no longer has the right to designate or
nominate such director, then a successor to fill the vacancy shall be designated in accordance with
the Principal Investor Agreement; provided further that if any position on the
Board of Directors for which the Televisa Investors previously had the right to designate or
nominate a director becomes vacant after the Televisa Investors no longer have the right to
designate or nominate such director, then a successor to fill the vacancy shall be elected by the
Board of Directors; in
each case on the terms and subject to the conditions of the Principal Investor Agreement, as
applicable.


 


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SECTION 12. Action by Written Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if all the directors
consent thereto in writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.



ARTICLE III




Committees




SECTION 1. Appointment. From time to time the Board of Directors by a resolution
adopted by a majority of the entire Board may appoint any committee or committees for any purpose
or purposes, to the extent lawful, which shall have powers as shall be determined and specified by
the Board of Directors in the resolution of appointment.



SECTION 2. Procedures, Quorum and Manner of Voting.



(a) Each committee shall fix its own rules of procedure, and shall meet at such times and
places as such committee shall from time to time by resolution determine; provided, that
each committee shall hold no less than one (1) meeting per fiscal quarter. Except as otherwise
provided by Law, the presence of a majority of the then appointed members of a committee shall
constitute a quorum for the transaction of business by that committee. At each meeting of a
committee at which a quorum is present, each member of such committee shall be entitled to one vote
on each matter to be voted on at such meeting. Except as may be otherwise provided by Law, in
every case where a quorum is present at any meeting, the vote of a majority of the members of such
committee present shall be the act of such committee. All committee members may attend meetings of
a committee telephonically if they desire. Each committee shall keep minutes of its proceedings,
and actions taken by a committee shall be reported to the Board of Directors. Notice need not be
given of regular meetings of the committees held at times and places fixed by resolution of such
committee.



(b) Prior to an Initial Public Offering (and thereafter if permitted by applicable Law and/or
stock exchange rules), each PITV Investor shall have the right to appoint a person, other than
another member of such committee (an “Alternate Committee Member”), to act as a member of
such committee in the alternative to any of such PITV Investor’s designated members of such
committee who cannot attend any meeting by providing notice in writing to the Secretary before the
applicable special meeting. Any Alternate Committee Member shall have all the rights and powers of
the committee member for whom such Alternate Committee Member is appointed in the alternative,
provided that such Alternate Committee Member shall not be counted more than once in
determining whether or not a quorum is present. An Alternate Committee Member shall be entitled to
receive notice of all meetings and to attend and vote at any such meeting at
which the committee member for whom such Alternate Committee Member was appointed in the
alternative is not personally present and generally to perform at such meeting all the functions of
such committee member for whom such Alternate Committee Member was appointed. An Alternate
Committee Member shall cease to be such if the committee member for whom such Alternate Committee
Member was appointed (i) ceases for any reason to be a member of such committee or (ii) revokes the
appointment of such Alternate Committee Member by notice in writing deposited with the Secretary.


 


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SECTION 3. Notice of Special Meetings. Each PITV Investor shall have the right to
call a special meeting of any committee of the Board of Directors. A notice of the place, date and
time and the purpose or purposes of each special meeting of such committee shall be given to each
member of such committee by mailing, via regular U.S mail, overnight delivery or facsimile, at
least 48 hours before the proposed start time of such special meeting, or by telephoning or
emailing the same or by delivering the same personally not later than 48 hours before the proposed
start time of such special meeting (“Special Committee Meeting Notice”). Within 48 hours
from receipt of the applicable Special Committee Meeting Notice, one or more members of the
committee who are Televisa Board Designees may notify the chairman of such committee that he or she
cannot attend such special scheduled meeting, and in such event such special meeting will be
postponed to a subsequent date (which, unless otherwise agreed by the Televisa Investors, shall be
at least 48 hours after the originally proposed start time for such special meeting). Such special
meeting of such committee shall be held on such subsequent date, whether or not any of the Televisa
Board Designees can attend the special meeting on such date. For the avoidance of doubt, in no
event shall the Televisa Board Designees have the right to postpone any proposed special meeting of
any such committee more than once as a result of any of the Televisa Board Designees’ inability to
attend such special meeting.



SECTION 4. Action by Written Consent. Any action required or permitted to be taken at
any meeting of any committee of the Board of Directors may be taken without a meeting if all the
members of the committee consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the committee.



SECTION 5. Term; Termination. In the event any person shall cease to be a director of
the Corporation, such person shall simultaneously therewith cease to be a member of any committee
appointed by the Board of Directors.



ARTICLE IV




Officers




SECTION 1. Election and Qualifications. The Board of Directors shall elect the
officers of the Corporation (in accordance, where applicable, with the provisions of the Principal
Investor Agreement), which shall include a Chief Executive Officer and a Secretary, and may
include, by election or appointment, a President, one or more Vice-Presidents (any one or more of
whom may be given an additional designation of rank or function), a Chief Financial Officer, a
Treasurer and such assistant secretaries and such
other officers as the Board of Directors may from time to time deem proper. Each officer
shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by
the Board of Directors or the Chief Executive Officer. Any two or more offices may be held by the
same person.


 


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SECTION 2. Term of Office and Remuneration. The term of office of all officers shall
be one year and until their respective successors have been elected and qualified, but any officer
may be removed from office, either with or without cause, at any time by the Board of Directors.
Any vacancy in any office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed
by the Board of Directors or in such manner as the Board of Directors shall provide.



SECTION 3. Resignation; Removal. Any officer may resign at any time upon written
notice to the Corporation and such resignation shall take effect upon receipt thereof by the Chief
Executive Officer or, in the case of a resignation of the Chief Executive Officer, by the Chairman,
unless otherwise specified in the resignation. Any officer shall be subject to removal, with or
without cause, at any time by vote of a majority of the entire Board of Directors.



SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the chief
executive officer of the Corporation, and shall have such duties as customarily pertain to that
office. The Chief Executive Officer shall have general management and supervision of the property,
business and affairs of the Corporation and over its other officers; may appoint and remove
assistant officers and other agents and employees, other than officers referred to in Section 1 of
this Article IV; and may execute and deliver in the name of the Corporation powers of attorney,
contracts, bonds and other obligations and instruments.



SECTION 5. President. A President may execute and deliver in the name of the
Corporation contracts and other obligations and instruments pertaining to the regular course of the
duties of said office, and shall have such other authority as from time to time may be assigned by
the Board of Directors or the Chief Executive Officer.



SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of
the Corporation contracts and other obligations and instruments pertaining to the regular course of
the duties of said office, and shall have such other authority as from time to time may be assigned
by the Board of Directors or the Chief Executive Officer.



SECTION 7. Chief Financial Officer. The Chief Financial Officer shall in general have
all duties incident to the position of Chief Financial Officer and such other duties as may be
assigned by the Board of Directors or the Chief Executive Officer.


 


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SECTION 8. Secretary. The Secretary shall in general have all the duties incident to
the office of Secretary and such other duties as may be assigned by the Board of Directors or the
Chief Executive Officer.



SECTION 9. Treasurer. The Treasurer shall in general have all the duties incident to
the office of Treasurer and such other duties as may be assigned by the Board of Directors or the
Chief Executive Officer.



SECTION 10. Assistant Officers. Any assistant officer shall have such powers and
duties of the officer such assistant officer assists as such officer or the Board of Directors
shall from time to time prescribe.



ARTICLE V




Books and Records




SECTION 1. Location. The books and records of the Corporation may be kept at such
place or places within or outside the State of Delaware as the Board of Directors or the respective
officers in charge thereof may from time to time determine. The record books containing the names
and addresses of all stockholders, the number and class of shares of stock held by each and the
dates when they respectively became the owners of record thereof shall be kept by the Secretary as
prescribed in the By-laws and by such officer or agent as shall be designated by the Board of
Directors.



SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate
notices may be delivered personally or mailed to each stockholder at the stockholder’s address as
it appears on the records of the Corporation.



SECTION 3. Fixing Date for Determination of Stockholders of Record.



(a) In order that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by
the Board of Directors, the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


 


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(b) In order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which date shall
not be more than ten (10) days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is required, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be taken is delivered
to the Corporation by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s
registered office shall be by hand or by certified or registered mail, return receipt requested or
by electronic means, including facsimile. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by this chapter, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the day on which the Board of Directors adopts the resolution
taking such prior action.



(c) In order that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date shall be not more than sixty (60) days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the resolution relating
thereto.



ARTICLE VI




Certificates Representing Stock




SECTION 1. Certificates; Signatures. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the Corporation may
provide by resolution or resolutions that some or all of any or all classes or series of its stock
shall be uncertificated shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption
of such a resolution by the Board of Directors, every holder of stock represented by certificates
and upon request every holder of uncertificated shares shall be entitled to have a certificate,
signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the
President or Vice-President, and by the Treasurer, Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate form. Any and all
signatures on any such certificate may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer, transfer agent or
registrar at the
date of issue. The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of the Corporation.


 


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SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the
Transfer or registration of Transfer of shares of stock, if any, shares of capital stock shall be
transferable on the books of the Corporation only by the holder of record thereof in person, or by
duly authorized attorney, upon surrender and cancellation of certificates for a like number of
shares, properly endorsed, and the payment of all taxes due thereon.



SECTION 3. Fractional Shares. The Corporation may, but shall not be required to,
issue certificates for fractions of a share where necessary to effect authorized transactions, or
the Corporation may pay in cash the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined, or it may issue scrip in registered or bearer
form over the manual or facsimile signature of an officer of the Corporation or of its agent,
exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to
any rights of a stockholder except as therein provided.



To the fullest extent permitted by Law, the Board of Directors shall have power and authority
to make all such rules and regulations as it may deem expedient concerning the issue, Transfer and
registration of certificates representing shares of the Corporation.



SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new
certificate of stock in place of any certificate, theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the issuance of any such new certificate.



ARTICLE VII




Dividends




Subject always to the provisions of Law and the Certificate of Incorporation, the Board of
Directors shall have full power to determine whether any, and, if any, what part of any, funds
legally available for the payment of dividends shall be declared as dividends and paid to
stockholders; the distribution of the whole or any part of such funds of the Corporation shall rest
wholly within the lawful discretion of the Board of Directors, and it shall not be required at any
time, against such discretion, to distribute or pay any part of such funds among or to the
stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to
meet contingencies, or for
authorizing dividends, or for repairing or maintaining any property of the Corporation, or for
such other purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in
which it was created; subject in any case to any agreements by which the Corporation is bound that
restrict the declaration and/or payment of dividends.


 


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ARTICLE VIII




Ratification




To the fullest extent permitted by Law, any transaction questioned in any law suit on the
ground of lack of authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of improper principles
or practices of accounting, may be ratified before or after judgment, by the Board of Directors or
by the stockholders, and if so ratified shall have the same force and effect as if the questioned
transaction had been originally duly authorized. Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or execution of any
judgment in respect of such questioned transaction.



ARTICLE IX




Corporate Seal




The corporate seal shall have inscribed thereon the name of the Corporation and the year of
its incorporation, and shall be in such form and contain such other words and/or figures as the
Board of Directors shall determine. The corporate seal may be used by printing, engraving,
lithographing, stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document,
by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.



ARTICLE X




Fiscal Year




The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the
Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the
Corporation shall be the calendar year.



ARTICLE XI




Waiver of Notice




Whenever notice is required to be given by these By-laws or by the Certificate of
Incorporation or by Law, a written waiver thereof, signed by the person or
persons entitled to said notice, whether before or after the time stated therein, shall be
deemed equivalent to notice.


 


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ARTICLE XII




Bank Accounts, Drafts, Contracts, Etc.




SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be
authorized by the Board of Directors, the primary financial officer or any person designated by
said primary financial officer, whether or not an employee of the Corporation, may authorize such
bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may
deem necessary or appropriate, payments from such bank accounts to be made upon and according to
the check of the Corporation in accordance with the written instructions of said primary financial
officer, or other person so designated by the primary financial officer.



SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in
the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds,
bonds, mortgages, contracts and other obligations or instruments, and such authority may be general
or confined to specific instances.



SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chief Executive
Officer or any other person designated by the Chief Executive Officer shall have the power and
authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the
Corporation in connection with the rights and powers incident to the ownership of stock by the
Corporation. The Chief Executive Officer or any other person authorized by proxy or power of
attorney executed and delivered by either of them on behalf of the Corporation may attend and vote
at any meeting of stockholders of any company in which the Corporation may hold stock, and may
exercise on behalf of the Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of
attorney so authorizing any such person. The Board of Directors, from time to time, may confer
like powers upon any other person.



SECTION 4. Financial Reports. The Board of Directors may appoint the primary
financial officer or other fiscal officer or any other officer to cause to be prepared and
furnished to stockholders entitled thereto any special financial notice and/or financial statement,
as the case may be, which may be required by any provision of Law.



ARTICLE XIII

Definitions




For purposes of these By-laws:



“Acquisition Holdco” shall have the meaning set forth in the Stockholders Agreement.


 


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“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 Corporation nor any of its subsidiaries shall be deemed an Affiliate of any of the holders of
shares of Common Stock (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 mean, with respect to any specified Person, a private equity
investment fund that is an Affiliate of such Person or that is advised by the same investment
adviser as such Person or by an Affiliate of such investment adviser.



“Alternate Committee Member” shall have the meaning set forth in Section 3 of
Article III.



“Alternate Director” shall have the meaning set forth in Section 2(b) of
Article II.



“BMPH” shall mean Broadcast Media Partners Holdings, Inc., a Delaware corporation and
a wholly owned subsidiary of the Corporation.



“BMPS1” shall mean BMPI Services, LLC.



“BMPS2” shall mean BMPI Services II, LLC.



“BMPS1 LLC Agreement” shall mean the Amended and Restated Limited Liability Company
Agreement of BMPS1, dated as of January 29, 2008, as amended from time to time.



“BMPS2 LLC Agreement” shall mean the Amended and Restated Limited Liability Company
Agreement of BMPS2, dated as of the date hereof, as amended from time to time.



“Board of Directors” shall mean the board of directors of the Corporation.



“Business Day” shall have the meaning set forth in the Stockholders Agreement.



“Certificate of Incorporation” shall mean the Certificate of Incorporation of the
Corporation, as amended from time to time.



“Class A Common Stock” shall mean the voting Class A Common Stock, par value $.001 per
share, of the Corporation and shall include any shares of common stock issued in exchange for or in
consideration of (including shares of common stock of the surviving company in connection with a
merger or similar business combination) or in substitution for the Class A Common Stock, including
shares of common stock issued upon an Initial
Public Offering in exchange for or in substitution for such Class A Common Stock, or as such
shares of Class A Common Stock may be reclassified.


 


15









 





“Class B Common Stock” shall mean the nonvoting Class B Common Stock, par value $.001
per share, of the Corporation and shall include any shares of common stock issued in exchange for
or in consideration of (including shares of common stock of the surviving company in connection
with a merger or similar business combination) or in substitution for the Class B Common Stock,
including shares of common stock issued upon an Initial Public Offering in exchange for or in
substitution for 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 per
share, of the Corporation and shall include any shares of common stock issued in exchange for or in
consideration of (including shares of common stock of the surviving company in connection with a
merger or similar business combination) or in substitution for the Class C Common Stock, or as such
shares of Class C Common Stock may be reclassified.



“Class D Common Stock” shall mean the nonvoting Class D Common Stock, par value $.001
per share, of the Corporation and shall include any shares of common stock issued in exchange for
or in consideration of (including shares of common stock of the surviving company in connection
with a merger or similar business combination) or in substitution for the Class D Common Stock, or
as such shares 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.



“Common Stock” shall mean the common stock of the Corporation, including the Class A
Common Stock, the Class B Common Stock, the Class C Common Stock and the Class D Common Stock. For
the avoidance of doubt, as used in these By-laws, outstanding Common Stock does not include
Convertible Securities or shares issuable or exercisable in connection thereof.



“Convertible Securities” shall mean any evidence of indebtedness (including the TV
Debentures), shares of stock, options, warrants (including the TV Warrants) or other securities
which are directly or indirectly convertible into or exchangeable or exercisable for shares of
Common Stock, including any options and warrants; provided that the Preferential Rights
shall not be deemed to be Convertible Securities.



“Corporation” shall mean Broadcasting Media Partners, Inc., a Delaware corporation.



“Exchange Act” shall mean the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time.


 


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“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.



“FCC” shall mean the United States Federal Communications Commission or any successor
entity.



“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 FCC
thereunder.



“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 FCC and applicable stock exchange(s)).



“Group” shall mean “group” (within the meaning of Section 13(d)(3) of the Exchange
Act); provided that a “group” must be formed knowingly in order to constitute a Group, and
the existence of any Group may not be established by mere parallel action.



“Initial Public Offering” shall mean the initial underwritten Public Offering
registered on Form S-1 (or any successor form under the Securities Act).



“Investment Agreement” shall mean the Investment Agreement among the Corporation,
Univision Communications Inc., Televisa, Pay-TV Venture, Inc., and BMPI Services II, LLC dated as
of the date hereof, as amended from time to time.



“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 in Interest” shall mean with respect to shares of Common Stock of one or
more class(es), a majority 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 in
Interest of the Shares held by the MDP Investors.



“Majority PEP Investors” shall mean, as of any date, the holders of a Majority in
Interest of the Shares held by the PEP Investors.


 


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“Majority PITV Investors” shall mean, as of any applicable time, (a) PITV Investor
Groups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding Common
Stock then held by all PITV Investor Groups (provided, in the case of the Televisa
Investors, including only such shares of Common Stock held directly by Televisa)
and (b) a majority of the PITV Investor Groups; provided, that if the aggregate number
of PITV Investor Groups is two and both of the PITV Investor Groups have not reached agreement or
consented with respect to a 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 shall be deemed to be a Principal Investor Group for purposes of this
definition from and after such time that 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 to Persons other than their respective Permitted
Transferees; and provided, further, that, following a Transfer of control to an
initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right to
exercise the rights of the transferor Principal Investor Groups and the transferor PITV Investor
Groups in accordance with Section 3.8 of the Stockholders Agreement.



“Majority Principal Investors” shall mean, as of any applicable time, (a) Principal
Investor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of such
Principal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stock
then held by all Principal Investor Groups (without taking into account shares of Common Stock held
by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) a majority of the
Principal Investor Groups; provided, that if the aggregate number of Principal Investor
Groups is an even number and a majority of the Principal Investor Groups has not reached agreement
or consented with respect to a matter, the term “Majority Principal Investors” shall have the
meaning 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 of
this definition from and after such time that 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 to Persons other than their respective Permitted
Transferees; provided, further, that, following a Transfer of control to an initial
or subsequent Purchaser of Control, such Purchaser of Control shall have the right to exercise the
rights of the Principal Investors and the Majority Principal Investors in accordance with Section
3.8 of the Stockholders Agreement.



“Majority SCG Investors” shall mean, as of any date, the holders of a Majority in
Interest of the Shares held by the SCG Investors.



“Majority Televisa Investors” shall mean, as of any date, the holders of a Majority in
Interest of the Shares held by the Televisa Investors.



“Majority THL Investors” shall mean, as of any date, the holders of a Majority in
Interest of the Shares held by the THL Investors.



“Majority TPG Investors” shall mean, as of any date, the holders of a Majority in
Interest of the Shares held by the TPG Investors.



“MDP” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., Madison
Dearborn Capital Partners V-A, L.P., MDCPV Intermediate (Umbrella), L.P.,
MDCPIV Intermediate (Umbrella), L.P., and their respective Permitted Transferees, in each case
only if such Person holds any Shares.


 


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“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, partners
and members as contributed to the equity of MDP, (ii) such entity has been formed for the main
purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity 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 a Co-Investment
Vehicle for the purposes of these By-laws.



“MDP Investors” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, and
their respective Permitted Transferees, in each case only if such Person holds any Shares.



“Minimum Total Combined Investment” shall mean, with respect to any one Principal
Investor, shares of Common Stock with an aggregate initial cost of $150,000,000. For purposes
hereof, the agreed initial cost of a share of Common Stock shall be $398.52 (subject to appropriate
adjustment for stock splits, dividends and similar events).



“Participation, Registration Rights and Coordination Agreement” shall mean the Amended
and Restated Participation, Registration Rights and Coordination Agreement of the Corporation,
dated as of 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 case
only if such Person 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 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, partners
and members as contributed to the equity of PEP, (ii) such entity has been formed for the main
purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity 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 be deemed to be a Co-Investment
Vehicle for the purposes of these By-laws.


 


19









 





“PEP Investors” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, and
their respective Permitted Transferees, in each case only if such Person holds any Shares.



“Permitted Transferee” shall mean, in respect of (a) any PITV Investor, (i) any
Affiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) any
successor entity, (b) any SCG Investor, (i) any Person which is controlled by or for the benefit of
Haim 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 SCG
Investor), (ii) then-current or former officers and/or employees of Saban or entities controlled by
Saban who were issued such interests as a result of or in connection with their employment by
Saban, or such officers’ and/or employees’ Family Members to the extent they receive such
Transferred interests initially issued to such officer or employee as a result of or in connection
with his or her employment by Persons controlled by Saban, and (iii) any trust, custodianship or
other entity created for estate or tax planning purposes all of the beneficiaries of which are any
of the persons listed in subclause (i) to (iii) of this clause (b), and (c) any
holder of Shares who is a natural person, (i) upon the death of such natural person, such person’s
estate, executors, administrators, personal representatives, heirs, legatees or distributees in
each case acquiring the Shares in question pursuant to the will or other instrument taking effect
at death of such holder or by applicable Laws of descent and distribution and (ii) any Person
acquiring such Shares pursuant to a qualified domestic relations order; in each case described in
clauses (a) through (c), only if such transferee agrees to be bound by the terms of
the Transaction Agreements in accordance with their respective terms to the same extent its
transferor is bound thereby (it being understood that any Transfer not meeting the foregoing
conditions but purporting to rely on Section 3.1.1 of the Stockholders Agreement shall be null and
void). In addition, any Stockholder shall be a Permitted Transferee of the Permitted Transferees
of itself and any member of a Principal Investor Group shall be a Permitted Transferee of any other
member of such Principal Investor Group. No Restricted Person shall 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 cease
to be a PITV Investor Group after a Televisa Sell-Down. Where these By-laws provide for the vote,
consent or approval of any PITV Investor Group, such vote, consent or approval shall be determined
by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCG Investors, the
Majority Televisa Investors, the Majority THL Investors or the Majority TPG Investors, as the case
may be, or (ii) a Purchaser of Control, as applicable, except as otherwise specifically set forth
herein.


 


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“PITV Investors” shall mean the Televisa Investors and the Principal Investors,
collectively; provided that a Principal Investor and/or a Televisa Investor shall cease to
be 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 of
Control, such Purchaser of Control shall have the right to exercise the rights of the transferor
Principal Investors in accordance with Section 3.8 of the Stockholders Agreement.



“Preferential Rights” shall have the meaning set forth in the Stockholders Agreement.



“Principal Investor” shall mean any member of a Principal Investor Group that holds
Shares.



“Principal Investor Agreement” shall mean the Amended and Restated Principal Investor
Agreement of the Corporation, dated as of the date hereof, as amended from time to time.



“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 any
such Principal Investor Group shall cease to be a Principal Investor Group at such time after the
Televisa Closing, and at all times thereafter, as such Principal Investor Group ceases to hold
Shares representing a Total Combined Investment of at least the Minimum Total Combined Investment;
provided, further, that, following a Transfer of control to an initial or
subsequent Purchaser of Control, such Purchaser of Control shall have the rights to exercise the
rights of the Principal Investor Groups in accordance with Section 3.8 of the Stockholders
Agreement; provided, further, that no adjustment or modification to the term
“Minimum Total Combined Investment” shall cause any former Principal Investor Group to again become
a Principal Investor Group. Where these By-laws provide for the vote, consent or approval of any
Principal Investor Group, such vote, consent or approval shall be determined by (i) the Majority
MDP Investors, the Majority PEP Investors, the Majority THL Investors, the Majority TPG Investors,
or the 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 Stockholders
Agreement.



“Public Offering” shall mean a public offering and sale of Common Stock for cash
pursuant to an effective registration statement under the Securities Act.



“Restricted Person” shall have the meaning set forth in the Stockholders Agreement.



“Saban Arrangements” shall have the meaning set forth in the Stockholders Agreement.


 


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“SCG Investors” shall mean, as of any date, SCG Investments II, LLC and its Permitted
Transferees, in each case only if such Person holds any Shares.



“Securities Act” shall mean the Securities Act of 1933 and the rules and regulations
promulgated thereunder, as amended from time to time.



“Service Agreements” shall have the meaning set forth in the Stockholders Agreement.



“Shares” shall have the meaning set forth in the Stockholders Agreement.



“Special Board Meeting Notice” shall have the meaning set forth in Section 8
of Article II.



“Special Committee Meeting Notice” shall have the meaning set forth in Section
3 of Article III.



“Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement of
the Corporation, dated as of the date hereof, as amended from time to time.



“subsidiary” of any Person, shall mean any corporation, partnership, joint venture or
other legal entity of which such Person (either alone or through or together with any other
subsidiary), 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 or
other governing body of such corporation or other legal entity.



“Televisa” shall mean, as of any date, Grupo Televisa, S.A.B., a corporation organized
under the laws of Mexico, and its Permitted Transferees who hold any Shares.



“Televisa Board Designee” shall have the meaning set forth in the Principal Investor
Agreement.



“Televisa Closing” shall have the meaning set forth in the Stockholders Agreement.



“Televisa Investors” shall mean, as of any date, collectively, (i) Televisa; (ii) any
Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a
Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the
Corporation (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person
described in clause (ii) above, provided that such Permitted Transferee is, as of
such date, a member of, a Group of which Televisa and/or any of its Affiliates is a member with
respect to securities of the Corporation (excluding any Principal Investor); in each case under
clauses (i), (ii) and (iii), only if and to the 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 be responsible for any actions or failures to
act of BMPS2, but Televisa shall be deemed to hold the Shares held by BMPS2, including regardless
of any Transfer of Shares by BMPS2 under the Saban Arrangements.


 


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“Televisa Sell-Down” shall have the meaning set forth in the Stockholders Agreement.



“THL” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity Fund
VI Investors (Univision), L.P., and their respective Permitted Transferees, in each case only if
such Person holds any shares of Common Stock.



“THL Co-Investment Vehicles” shall mean, as of any date, THL Equity Fund VI
Intermediate 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 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, partners and members
as contributed to the equity of THL, (ii) such entity has been formed for the main purpose of
investing in the Corporation or any Affiliate thereof, and (iii) such entity owns shares of Common
Stock. For the avoidance of doubt, neither THL Equity Fund VI Investors (Univision), L.P. nor any
successor thereof shall be deemed to be a Co-Investment Vehicle for the purposes of these By-Laws.



“THL Investors” shall mean, as of any date, THL, the THL Co-Investment Vehicles, and
their respective Permitted Transferees, in each case only if such Person holds any Shares.



“Total Combined Investment” shall mean with respect to a Person or group of Persons at
any time, the aggregate number of shares of Common Stock (including shares of Common Stock
underlying the outstanding TV Debentures and the outstanding TV Warrants) then held by such Person
or group of Persons.



“TPG” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPG
Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective Permitted
Transferees, in each case only if such Person 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, 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, partners
and members as contributed to the equity of TPG, (ii) such entity has been formed for the main
purpose of investing in the Corporation or any Affiliate thereof, and (iii) such entity 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 a Co-Investment Vehicle for
the purposes of these By-Laws.


 


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“TPG Investors” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, and
their respective Permitted Transferees, in each case only if such Person holds any Shares.



“Transaction Agreements” shall mean the Investment Agreement, the Principal Investor
Agreement, the Stockholders Agreement, the Participation, Registration Rights and Coordination
Agreement, the TV Debentures, the TV Warrants, the Service Agreements, the Certificate of
Incorporation and these By-laws, the organizational documents of BMPH and Univision and the Letter
of Credit (as defined in the Investment Agreement).



“Transfer” shall mean any sale, pledge (provided that the term “Transfer” shall not be
deemed to include a pledge of any Shares pursuant to a bona fide financing with a financial
institution, commercial lender or other bona fide provider of debt financing, but shall be deemed
to include a foreclosure on, or subsequent Transfer of, any such pledged Shares), assignment,
encumbrance or other transfer or disposition of any Shares (or any voting or economic interest
therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by
operation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shall
constitute a “Transfer” subject to the restrictions on Transfer contained or referenced in Section
3 of the Stockholders Agreement (a) if a transferee is not an individual, a trust or an estate, and
the transferor or an Affiliate thereof ceases to control such transferee, (b) with respect to an
Acquisition Holdco, or a holder of Shares which was formed for the purpose of holding Shares, there
is a transfer of the equity interests of such Acquisition Holdco or holder other than to a
Permitted Transferee of such Acquisition Holdco or holder or of the party transferring the equity
of such holder or (c) with respect to an Affiliate of Televisa of which the Shares held by such
Affiliate constitute a majority of the value of such Affiliate, there is a direct Transfer of the
equity interests of such Affiliate other than to a Permitted Transferee of such Affiliate or of the
party transferring the equity of such Affiliate or to the shareholders of any publicly traded
parent entity of such Affiliate. For the avoidance of doubt, a conversion of Class A Common Stock,
Class B Common Stock, Class C Common Stock and/or Class D Common Stock into Common Stock of any
such other classes pursuant to the Charter shall not be deemed as a Transfer. For the avoidance of
doubt, any Transfer of Units shall be treated 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 or BMPS2, as the case may be), in each case, as of immediately prior
to such Transfer. No securities transferred to or held by BMPS1 or BMPS2 will be deemed to have
been Transferred until they are sold by BMPS1 or BMPS2, as applicable. Notwithstanding the
foregoing, with respect to securities acquired by BMPS2 from any Televisa Investor, such securities
will continue to be deemed to be securities held by Televisa regardless of any Transfer by BMPS2
under the Saban Arrangements.



“TV Debentures” shall mean the 1.5% convertible debentures due 2025 initially issued
to Televisa pursuant to the Investment Agreement.


 


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“TV Warrants” shall mean the Corporation warrants exercisable for shares of Class A
Common Stock, Class C Common Stock and/or Class D Common Stock, as applicable, issuable under
certain circumstances pursuant to the TV Debentures and the Transaction Agreements.



“Units” shall have the meaning set forth in the BMPS1 LLC Agreement and the BMPS2 LLC
Agreement, as applicable.



ARTICLE XIV




Amendments




Subject to the Certificate of Incorporation and the Principal Investor Agreement, the Board of
Directors shall have power to adopt, amend or repeal the Corporation’s By-laws. Subject to the
Certificate of Incorporation and the Principal Investor Agreement, By-laws adopted by the Board of
Directors may be repealed or changed, and new By-laws made, by the stockholders.



ARTICLE XV




Relationship to Transaction Agreements




The provisions of these By-laws are in all cases subject to the rights and obligations under
the Transaction Agreements of the Corporation and the other parties thereto.



* * *





 


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