Exhibit 4.28





Exhibit 4.28




EXECUTION COPY 




AMENDMENT TO INTERNATIONAL PROGRAM RIGHTS AGREEMENT




This Amendment (this “Amendment”) is entered into as of December 20, 2010 by and
between Univision Communications Inc. (“Univision”) and Grupo Televisa, S.A.B.
(“Televisa”), and amends, as between Univision and Televisa only, that certain Amended and
Restated International Program Rights Agreement (the “Existing IPRA”) dated December 19,
2001, by and among Univision, Televisa and Venevision International, Inc. (“Venevision”).
Capitalized terms used but not defined herein shall have the meanings specified in the Existing
IPRA.



WHEREAS, Univision and Televisa desire to amend the Existing IPRA as between Univision and
Televisa in order to effectuate a reversion to Univision of the right, title and interest in and to
the Grandfathered Programs and New Programs that were granted to Televisa pursuant to the Existing
IPRA; provided, that this Amendment shall not affect the rights, entitlements and
obligations of Venevision under the Existing IPRA.



WHEREAS, Univision and Televisa are entering into that certain 2011 International Sales Agency
Agreement, dated concurrently herewith, pursuant to which Univision shall grant Televisa the right
to act as Univision’s sales agent for certain third party distribution arrangements for certain
audiovisual content in the Remainder Territory (the “Sales Agency Agreement”).



WHEREAS, Televisa, S.A. de C.V. and Univision are entering into that certain 2011 Program
License Agreement, dated concurrently herewith, pursuant to which, among other things, Televisa,
S.A. de C.V. will grant to Univision certain rights to broadcast in the Territory (as defined
therein) certain audiovisual content originally produced in the Spanish language or with Spanish
subtitles produced or acquired by Televisa or entities controlled by Televisa, on terms and
conditions set forth therein (the “2011 PLA”).



WHEREAS, Videoserpel LTD (a controlled affiliate of Televisa) and Univision are entering into
that certain Mexico License Agreement, dated concurrently herewith, pursuant to which, among other
things, Univision will grant to Televisa certain rights to broadcast in Mexico certain audiovisual
content originally produced in the Spanish language or with Spanish subtitles produced or acquired
by Univision or entities controlled by Univision, on terms and conditions set forth therein (the
“Mexico License Agreement”).



WHEREAS, Broadcasting Media Partners, Inc., BMP Services II, LLC, Univision, Televisa and
Televisa Pay-TV Venture, Inc. are entering into that certain Investment Agreement, dated
concurrently herewith, pursuant to which, among other things, Televisa will make, directly or
indirectly, an investment in Broadcasting Media Partners, Inc. and BMP Services II, LLC and acquire
certain rights with respect thereto (such agreement, together with all other related agreements and
instruments as may be required in connection therewith, the “Investment Agreement”).



WHEREAS, each of the parties is delivering to the other party, concurrently herewith, a duly
executed release and stipulation of discontinuance with prejudice of any and all of such party’s
actions, suits and proceedings pending or threatened, claims, damages and causes of action against
the other party relating to certain agreements specified in such release and
stipulation (the “Mutual Release”), on the terms and conditions set forth therein.


 












 





NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:



A. AMENDMENTS TO THE EXISTING IPRA. The parties agree that as between Univision and
Televisa only (and without any effect on the rights, entitlements and obligations of Venevision),
the Existing IPRA is hereby amended, effective as of the date hereof, as follows:



1. Grandfathered Programs. It is the intent of Univision and Televisa to effectuate a
reversion to Univision of all of the rights in and to the Grandfathered Programs granted to
Televisa pursuant to the Existing IPRA. In furtherance of the foregoing:



1.1 Reversion of Televisa Rights to Grandfathered Programs. Section 1.2(a)
of the Existing IPRA is hereby amended and restated in its entirety to read as follows:



“On January 1, 2011, all rights in and to Grandfathered Programs granted to Televisa
pursuant to Section 1.1 shall immediately and automatically (without any
action by either party) revert to Univision, and Televisa shall have no further
right to any Grandfathered Program under this Agreement.”



1.2 Rights, Licenses and Encumbrances Relating to Grandfathered Programs. Without
limiting anything contained in Section A.1.1:



(a) Schedules of Rights, Licenses and Encumbrances. Televisa represents and warrants that (i)
it has provided a true and correct copy of the Grandfathered Program Distribution Agreement, dated
as of June 1, 2006, by and between Televisa, S.A. de C.V. and Venevision International, LLC (the
“Distribution Agreement”); (ii) it has not entered into any amendment of the Distribution Agreement
or otherwise consented to any change to the respective rights of Televisa and Venevision in and to
the Grandfathered Programs in the Remainder Territory; and (iii) Schedule A attached hereto
sets forth a full and complete list of all licenses and other encumbrances relating to the
Grandfathered Programs entered into by Televisa with any third party in the territories for which
the Grandfathered Program rights are controlled by Televisa.



(b) No Changes, Extensions or Amendments. Televisa shall not, and shall not have the right or
ability to, without the prior written consent of Univision, (i) change, or deliver notice to
Univision following the date hereof that would change, its rights in and to the Grandfathered
Programs as set forth in the Distribution Agreement; or (ii) extend or otherwise amend any of the
licenses or encumbrances set forth in Schedule B.



2. New Programs. It is the intent of Univision and Televisa to effectuate a reversion
to Univision of all of the rights in and to the New Programs granted to Televisa pursuant to the
Existing IPRA. In furtherance of the foregoing:



2.1 Reversion of Televisa Rights to New Programs. Section 2.2(a) of the
Existing IPRA is hereby amended and restated in its entirety to read as follows:


 


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“On January 1, 2011, all rights in and to New Programs granted to Televisa pursuant
to Section 2.1 shall immediately and automatically (without any action by
either party) revert to Univision, and Televisa shall have no further right to any
New Program under this Agreement.”



2.2 Clarification Regarding Effect of Televisa Investment. For the avoidance of
doubt, notwithstanding Section 2.2(a) of the Existing IPRA, Televisa’s investment in
Broadcasting Media Partners, Inc. and BMP Services II, LLC pursuant to the Investment Agreement
shall not in any way limit the effectiveness of the reversion to Univision of Televisa’s rights to
New Programs pursuant to Section A.2.1.



3. Univision Rights. As between Univision and Televisa, Section 3 of the
Existing IPRA is hereby deemed to be deleted in its entirety, and to have no further force or
effect.



4. Other Networks. As between Univision and Televisa, Section 4 of the
Existing IPRA is hereby deemed to be deleted in its entirety, and to have no further force or
effect.




5. Rights of First Negotiation and Offer.



5.1 Joint Right of First Negotiation. Notwithstanding entering into the Sales Agency
Agreement, the parties acknowledge and agree that, until the date that Venevision’s applicable
rights under the Existing IPRA terminate or are waived (but in no event later than December 19,
2017), (a) Section 5.1 of the Existing IPRA shall remain in full force and effect; and (b)
they shall fully comply with their respective obligations under Section 5.1 of the Existing
IPRA. At such time as Venevision’s rights under Section 5.1 terminate or are waived
(which in no event shall be later than December 19, 2017), Section 5.1 of the Existing IPRA
shall be deleted in its entirety, and shall have no further force or effect.



5.2 Right of First Offer. As between Univision and Televisa, Section 5.2 of
the Existing IPRA is hereby deemed to be deleted in its entirety, and to have no further force or
effect.



6. Cost Obligations. As between Univision and Televisa, Section 6 of the
Existing IPRA is hereby deemed to be deleted in its entirety, and to have no further force or
effect.



7. Internet. As between Univision and Televisa, Section 7 of the Existing
IPRA is hereby deemed to be deleted in its entirety, and to have no further force or effect.



8. Representations and Warranties of Univision. As between Univision and Televisa,
Section 9 of the Existing IPRA is hereby deleted in its entirety, and shall have no further
force or effect.




9. Indemnification.



9.1 Losses Arising From Venevision Claims. Notwithstanding anything contained in
Section 10 of the Existing IPRA, the parties hereby acknowledge and agree that neither
party shall be required to indemnify or hold harmless the other party or its directors, officers,
employees, agents, shareholders, partners or Affiliates (collectively, the “Indemnitees”)
against any Losses which any of the Indemnitees may suffer arising out of or relating to any
claim, proceeding or other action brought by Venevision relating to this Amendment or any of
Venevision’s rights, entitlements or obligations under the Existing IPRA.


 


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9.2 Losses Prior to the Televisa Closing. The parties acknowledge and agree that
neither party shall be required to indemnify or hold harmless the Indemnitees of the other party
against any Losses incurred or suffered, or relating to events or inaccuracies occurring, prior to
the Televisa Closing (it being understood that pursuant to the Mutual Release, the parties have
released each other of their respective obligations with respect to such Losses, events and
inaccuracies).



10. Term. Section 11 of the Existing IPRA is hereby amended and restated in
its entirety to read as follows:



“The term of this Agreement (the “Term”) shall be until December 17, 2017.”



11. Miscellaneous. Except as expressly amended herein, the Existing IPRA shall remain
in full force and effect.



B. OTHER TERMS AND CONDITIONS.




1. Retained Interest. Without limiting anything contained in this Amendment, to the
extent that Televisa retains any right, title or interest in or to any Programs (a “Retained
Interest”) under the Existing IPRA for any reason (notwithstanding Sections A.1.1 and
A.2.1 and the parties’ mutual intent that all rights to all Programs shall revert to
Univision immediately and automatically (without any action by either party) on January 1, 2011),
Televisa and Univision agree to take all actions necessary to achieve, to the extent possible, the
economic, business and other purposes of the reversion of the Retained Interest from Televisa to
Univision hereunder. Without limiting the generality of the foregoing, Televisa shall enforce, at
the request of Univision, any rights of Univision arising from such Retained Interest against
Venevision under the Existing IPRA until such time as the parties and Venevision have agreed to the
assignment of the Distribution Agreement to Univision or an alternative arrangement with respect to
the division of rights in the Remainder Territory.



2. Efforts. The parties will use commercially reasonable efforts to obtain any
consents or waivers (including from Venevision) as necessary to effectuate the terms of this
Agreement or the terms of the Sales Agency Agreement that would take effect on the Venevision
Rights Termination Date (as defined therein).



3. Dispute Resolution. All disputes between Univision and Televisa arising out of or
relating to this Amendment shall be subject, mutatis mutandis, to the dispute resolution
procedures, specific performance, jurisdiction, venue and service of process provisions set forth
in Sections 15.2, 15.3, 15.5, and 19.5 of the 2011 PLA.



4. Representations and Warranties. Each party hereby represents and warrants that it
is free to enter into and fully perform this Amendment.


 


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5. Reference to and Effect on the Existing IPRA; Entire Agreement. This Amendment
shall pertain only to the matters expressly referred to herein, shall be effective only for the
limited purposes set forth herein, and shall only be effective as between Univision and Televisa
(without any effect as to the rights, entitlements and obligations of Venevision under the Existing
IPRA). The Existing IPRA and this Amendment constitute the entire agreement of the parties with
respect to the subject matter hereof, there being no other agreements or understandings, oral,
written or otherwise, respecting such subject matter, any such agreement or understanding being
superseded hereby.



6. Modification. This Amendment shall not be modified or waived in whole or in part
except in writing signed by an officer of the party to be bound by such modification or waiver.



7. Waiver of Breach. A waiver by one party of any breach or default by the other
party shall not be construed as a waiver of any other breach or default whether or not similar and
whether or not occurring before or after the subject breach.



8. Notices. All notices and other communications required or permitted hereunder
shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in
person, (b) by a generally recognized overnight courier service which provides written
acknowledgment by the addressee of receipt, or (c) by both (i) facsimile and (ii) email or other
generally accepted means of electronic transmission, addressed as set forth in Schedule B
or to such other addresses as may be specified by like notice to the other parties.



9. Assignments. Either party may assign its rights hereunder and delegate its duties
hereunder, in whole or in part, to an Affiliate able to perform the assignor’s obligations
hereunder, and any party may assign its rights hereunder and delegate its duties hereunder to any
person or entity to which all or substantially all of such party’s businesses and assets are
pledged or transferred. No such assignment or delegation shall relieve any party of its
obligations hereunder. Any such assignment or delegation authorized pursuant to this Section
B.9 shall be pursuant to a written agreement in form and substance reasonably satisfactory to
the parties. Except as otherwise expressly provided herein, neither this Amendment nor any rights,
duties or obligations hereunder may be assigned or delegated by any of the parties, in whole or in
part, whether voluntarily, by operation of law or otherwise. Any attempted assignment or
delegation in violation of this prohibition shall be null and void. Subject to the foregoing, all
of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the
successors and assigns of the parties. Nothing contained herein, express or implied, is intended
to confer on any person other than the parties or their respective successors and permitted
assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment.



10. Governing Law. This Amendment and the legal relations among the parties shall be
governed by and construed in accordance with the laws of the State of California applicable to
contracts between California parties made and performed in that State, without regard to conflict
of laws principles.



11. Further Assurances. Each party hereto agrees to execute any and all additional
documents and do all things and perform all acts necessary or proper to further effectuate or
evidence this Amendment including any required filings with the United States Copyright
Office.


 


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12. Counterparts. This Amendment may be executed in counterparts, each of which shall
be an original instrument and all of which, when taken together, shall constitute one and the same
agreement.



13. Severability. If any provision of this Amendment, or the application thereof,
shall for any reason or to any extent be invalid or unenforceable, then the remainder of this
Amendment and application of such provision to other persons or circumstances shall continue in
full force and effect and in no way be affected, impaired or invalidated; provided, that
the aggregate of all such provisions found to be invalid or unenforceable does not materially
affect the benefits and obligations of the parties of the Amendment taken as a whole.



14. Headings. The subject headings of the sections and sub-sections of this Amendment
are included for purposes of convenience only, and shall not affect the construction or
interpretation of any of the terms and conditions of this Amendment.



[Signature page follows]




 


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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	UNIVISION COMMUNICATIONS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew W. Hobson	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Senior Executive Vice President	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	GRUPO TELEVISA, S.A.B.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Salvi Rafael Folch Viadero	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Attorney-in-Fact	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joaquín Balcárcel Santa Cruz	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Attorney-in-Fact	 	 
	 

	 	 	 	 

	 	 





 


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SCHEDULE A




GRANDFATHERED PROGRAMS LICENSES AND ENCUMBRANCES




Televisa entered into the following, currently in force as of the date hereof, license agreements
relating to the Grandfathered Programs with third parties in the territories for which the
Grandfathered Program rights are controlled by Televisa as set forth in Schedule A.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Grandfathered	 	 
	 	 	Licensee	 	Territory(ies)	 	Program(s)	 	Term
	1

	 	Red Uno de Bolivia,
S.A.
	 	Bolivia
	 	(a) Sábado Gigante; (b)
Cristina; and (c) Primer
Impacto
	 	From January 1,
2010 to December
31, 2011
	 
	 	 	 	 	 	 	 	 
	2

	 	Televisión
Ecuatoriana
Telerama, S.A.
	 	Ecuador
	 	Sábado Gigante
	 	From July 1, 2010
to June 30, 2011
	 
	 	 	 	 	 	 	 	 
	3

	 	Telecorporación
Salvadoreña, Inc.
	 	El Salvador
	 	(a) Aquí y Ahora; (b) Cristina
Edición Especial; (c)
Noticiero Univision; (d)
Noticiero Univision Última
Hora; (e) Noticiero Univision
Fin de Semana; (f) Primer
Impacto; (g) Primer Impacto
Fin de Semana; and (h) Sábado
Gigante
	 	From June1, 2010 to
May 31, 2013
	 
	 	 	 	 	 	 	 	 
	4

	 	Telecorporación
Salvadoreña, Inc.
	 	El Salvador
	 	Primer Impacto Extra
	 	From September 13,
2010 to May 31,
2013
	 
	 	 	 	 	 	 	 	 
	5

	 	Compañía Televisora
Hondureña, S.A.
	 	Honduras
	 	(a) Aquí y Ahora; (b) Cristina
Edición Especial; (c)
Noticiero Univision; (d)
Noticiero Univision Fin de
Semana; (e) Noticiero
Univision Última Hora;
(f) Primer Impacto; (g) Primer
Impacto Fin de Semana; (h)
Primer Impacto Extra; and (i)
Sábado Gigante
	 	From June 1, 2010
to May 31, 2011






 


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	 	 	 	 	 	 	Grandfathered	 	 
	 	 	Licensee	 	Territory(ies)	 	Program(s)	 	Term
	6

	 	Las Arenas Canal 9
Canarias, S.L.
	 	Canary Islands
	 	Cristina
	 	From May 15, 2008
to December 15,
2010
	 
	 	 	 	 	 	 	 	 
	7

	 	CME Programming BV
	 	Rumania and Moldavia
	 	Cristina (“Cuidado Con El

Ángel” Cast)
	 	From July 6, 2009
to July 5, 2012
	 
	 	 	 	 	 	 	 	 
	8

	 	CME Programming BV
	 	Rumania and Moldavia
	 	Cristina

(“En Nombre Del Amor”

Cast) 
	 	From March15, 2010
to March 14, 2013
	 
	 	 	 	 	 	 	 	 
	9

	 	CME Programming BV
	 	Rumania and Moldavia
	 	Cristina

(“Mañana Es Para Siempre”

Cast) 
	 	From March15, 2010
to March 14, 2013
	 
	 	 	 	 	 	 	 	 
	10

	 	CME Programming BV
	 	Rumania and Moldavia
	 	Cristina

(“Sortilegio” Cast) 
	 	From June 1, 2010
to May 31, 2013
	 
	 	 	 	 	 	 	 	 
	11

	 	CME Programming BV
	 	Rumania and Moldavia
	 	Cristina

(“Los 50 Famosos Más Bellos”
	 	From June 1, 2010
to May 31, 2013
	 
	 	 	 	 	 	 	 	 
	12

	 	CME Programming BV
	 	Rumania and Moldavia
	 	Cristina

(“Mi Pecado” Cast)
	 	From January 1,
2011 to December
31, 2013
	 
	 	 	 	 	 	 	 	 
	13

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Cristina

(“Destilando Amor” Cast)
	 	From January 1,
2008 to December
31, 2010
	 
	 	 	 	 	 	 	 	 
	14

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Cristina

(“Que Ha Sido De Tu Vida”)
	 	From January 31,
2008 to January 30,
2011
	 
	 	 	 	 	 	 	 	 
	15

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Cristina

(“Con Fernando Colunga”)
	 	From March 15, 2009
to March 14, 2012
	 
	 	 	 	 	 	 	 	 
	16

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Cristina

(“Los Rostros Más

Bellos”) 
	 	From September 1,
2009 to August 31,
2012






 


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	 	 	 	 	 	 	Grandfathered	 	 
	 	 	Licensee	 	Territory(ies)	 	Program(s)	 	Term
	17

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Cristina

(“Con Thalia 2008”) 
	 	From September 1,
2008 to August 31,
2011
	 
	 	 	 	 	 	 	 	 
	18

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Cristina

(“Con Gaby Spanic, Erika

Buenfil y Laura Flores”)

	 	From October 1,
2008 to September
30, 2011
	 
	 	 	 	 	 	 	 	 
	19

	 	MPI Romania BV
	 	Rumania and Moldavia
	 	Premio Lo Nuestro 2009
	 	From April 1, 2009
to March 31, 2012
	 
	 	 	 	 	 	 	 	 
	20

	 	Corporación Medcom
Panamá, S.A.
	 	Panama
	 	(a) Sábado Gigante; and (b)
Primer Impacto
	 	From January 1,
2008 to December
31, 2010






 


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SCHEDULE B



NOTICES




If to Televisa:


Grupo Televisa, S.A.B.

Av. Vasco de Quiroga, 2000

Edificio A, Piso 4

Col. Zedec Santa Fe

01210 Mexico, Distrito Federal

Attn: Salvi Folch / Joaquín Balcárcel

Facsimile No.: (52)55.261.25.46




With a copy to:


Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10018

United States of America

Attn: Herbert M. Wachtell, Esq.

Joshua R. Cammaker, Esq.

Facsimile No.: 212-403-2000




If to Licensee:


Univision Communications, Inc.

5999 Center Drive

Los Angeles, California 90045

Attn: Phyllis Verdugo

Facsimile No.: (310) 348-3677




With a copy to:


O’Melveny & Myers LLP

1999 Avenue of the Stars, Suite 700

Los Angeles, California 90067

Attn: Steven L. Grossman, Esq.

Christopher D. Brearton, Esq.

Facsimile No.: (310) 246-6727





 


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