Exhibit 4.26





Exhibit 4.26




Execution Version







AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




by and among




Broadcasting Media Partners, Inc.




Broadcast Media Partners Holdings, Inc.




Univision Communications Inc.




Grupo Televisa, S.A.B.




and




the Principal Investors




Dated as of December 20, 2010








 


 









 







AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




This Amended and Restated Principal Investor Agreement (the “Agreement”) is made as of
December 20, 2010 by and among:



(i) Broadcasting Media Partners, Inc., a Delaware corporation (f/k/a Umbrella Holdings, LLC,
and together with its successors and permitted assigns, the “Company”);



(ii) Broadcast Media Partners Holdings, Inc., a Delaware corporation (together with its
successors and permitted assigns, “BMPH”);



(iii) Univision Communications Inc., successor in interest to Umbrella Acquisition, Inc., a
Delaware corporation (“Univision”);



(iv) each Person executing this Agreement as a Principal Investor (collectively with their
Permitted Transferees and so long as they are members of a Principal Investor Group, the
“Principal Investors”); and



(v) Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico (collectively
with its Permitted Transferees, “Televisa”).



RECITALS




1. Each of the Company, BMPH and Umbrella Acquisition, Inc. (“Acquisition Sub”), were
formed for the purpose of engaging in a transaction in which Acquisition Sub was merged with and
into Univision, on March 29, 2007 (the “Merger Closing”), with Univision surviving (the
“Merger”) pursuant to an Agreement and Plan of Merger between the Company, Acquisition Sub
and Univision dated as of June 26, 2006 (as amended from time to time, the “Merger
Agreement”).



2. Upon the Merger Closing, shares of common stock of Acquisition Sub were automatically
converted into shares of common stock of Univision, and BMPH thereby holds all of the issued and
outstanding common stock of Univision. In addition, and in connection with the Merger Closing, the
Company, BMPH, Univision and the Principal Investors entered into the Principal Investor Agreement,
dated as of March 29, 2007 (as amended from time to time, the “2007 Principal Investor
Agreement”).



3. On November 23, 2010, the parties to the 2007 Principal Investor Agreement and certain
other parties entered into a Recapitalization Agreement (the “Recapitalization Agreement”),
pursuant to which the following events occurred (the “Recapitalization”):




(i) the Company amended and restated its existing Amended and Restated Certificate of
Incorporation (the “Interim Charter”), which amendment provided for (A) the
authorization of the Class A Common Stock and Class B Common Stock and (B) the
reclassification of all shares of the Company’s outstanding common stock into Class A
Common Stock or Class B Common Stock as set forth in the Recapitalization Agreement and
the Interim Charter;


 


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(ii) each Stockholder exchanged the issued and outstanding securities of the Company
and of BMPH held by such Stockholder as follows: (A) each holder of shares of 8.64%
Cumulative Preferred Stock of BMPH, par value $.001 per share contributed such shares to the
Company and received, in exchange for such shares, shares of Class A Common Stock and/or
Class B Common Stock; (B) each holder of shares of Class A-1 common stock of the Company,
par value $.001 per share received, in exchange for such shares, which shares were
reclassified as, shares of Class A Common Stock; (C) each holder of shares of Class A-2
common stock of the Company, par value $.001 per share received, in exchange for such
 shares, which shares were reclassified as, shares of Class B Common Stock; (D) each holder
of shares of Class L-1 common stock of the Company, par value $.001 per share received, in
exchange for such shares, which shares were reclassified as, shares of Class A Common Stock;
and (E) each holder of shares of Class L-2 common stock of the Company, par value $.001 per
share received, in exchange for such shares, which shares were reclassified as, shares of
Class B Common Stock in each case, pursuant to the terms of the Interim Charter and the
Recapitalization Agreement and subject to the conditions of the Recapitalization Agreement;
and




(iii) all of the outstanding capital stock of BMPH is currently owned by the Company
and no preferred stock of BMPH is outstanding.



3. In connection with the Recapitalization, the parties to the 2007 Principal Investor
Agreement amended and restated such agreement in its entirety (the “2010 Principal Investor
Agreement”).



4. Televisa has entered into an Investment Agreement, dated as of the date hereof (as amended
from time to time, the “Investment Agreement”) with Pay-TV Venture, Inc., the Company,
Univision and BMPI Services II, LLC (“BMPS2”), pursuant to which, among other things, (a)
Televisa will, on the terms and conditions set forth therein, acquire, or cause one of its
subsidiaries to acquire, (i) certain shares of Class C Common Stock and Class D Common Stock, (ii)
1.5% convertible debentures issued by the Company and convertible into shares of Class A Common
Stock, Class B Common Stock, Class C Common Stock and/or Class D Common Stock, as applicable,
and/or warrants of the Company exercisable for shares of Class A Common Stock, Class C Common Stock
and/or Class D Common Stock, as applicable, and (iii) Units from BMPS2 and (b) Univision will, on
the terms and conditions set forth therein, acquire the TuTV Interest from Pay-TV Venture, Inc.
(clauses (a) and (b) collectively, the “Televisa Investment”).



5. Immediately following the consummation of the closing of the Televisa Investment pursuant
to the terms and conditions of the Investment Agreement (the “Televisa Closing”), the
outstanding Common Stock, Units and Convertible Securities of the Company will be held as set forth
on Schedule I hereto.


 


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6. In connection with the Televisa Investment, the parties believe that it is in the best
interests of the Company, BMPH, Univision and the PITV Investors to amend and restate the 2010
Principal Investor Agreement and to replace it in its entirety with this Agreement.



AGREEMENT





Therefore, the parties hereto hereby agree as follows:



1. EFFECTIVENESS; DEFINITIONS.




1.1 Effective Date. This Agreement shall become effective upon the Televisa Closing.



1.2 Definitions. Certain terms are used in this Agreement as specifically defined
herein. These definitions are set forth or referred to in Section 8 hereof.



2. CONSENT RIGHTS.




2.1 Actions that Require PITV Investor Approval.



2.1.1 Actions that Require Majority PITV Investor Approval. Prior to the earlier
to occur of (i) a Televisa Sell-Down or (ii) a Principal Investor Sell-Down, in addition to any
other approval required by any applicable provision of the Transaction Agreements, including by
Sections 2.1.3, 2.2, 2.3 and 2.4 hereof or the Program License
Agreement, if any, or by applicable Law, the parties hereto agree that the approval of the
Majority PITV Investors shall be required for the Company and/or any of its subsidiaries to
take any of the following actions, and the Company shall not, and shall cause its subsidiaries
not to, take any of the following actions without the written approval of the Majority PITV
Investors:




	 	(i)	 	Charter; Bylaws; Stockholders Agreements.






	 	(a)	 	Amend, restate, modify or waive any
provisions of the certificate of incorporation or bylaws (or similar
organizational documents) of the Company, BMPH, Univision or any
subsidiary thereof;






	 	(b)	 	Amend or waive any provisions of the
Investment Agreement, the Stockholders Agreement or the
Participation, Registration Rights and Coordination Agreement; or






	 	(c)	 	Exercise any rights of the Majority PITV
Investors under the Stockholders Agreement (other than pursuant to
Sections 4.2 and 4.3 thereof) or the Participation, Registration
Rights and Coordination Agreement.






	 	(ii)	 	Recapitalization. Enter into or effect any transaction
or series of related transactions that would effect a recapitalization or
reclassification of the
Company’s or BMPH’s securities or any of their subsidiaries’ (other than
wholly-owned subsidiaries) securities, including recapitalization into any
form of Convertible Securities or prepaid warrants.




 


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	 	(iii)	 	Debt. Other than borrowings under the Existing Debt
Documents or any other debt agreement that was previously approved by the
Majority PITV Investors, incur any indebtedness, assume, guarantee, endorse
or otherwise become responsible for the indebtedness of any other Person
(provided that the Company or any of its direct or indirect
subsidiaries may provide cross-guarantees for any indebtedness that has been
approved under this Section 2.1.1(iii)), issue any debt securities,
enter into any agreement under which it may incur indebtedness or issue debt
securities in the future, in an aggregate amount in excess of $100,000,000
for all such matters.






	 	(iv)	 	Equity Issuances. Other than (x) in connection with the
Company’s Initial Public Offering, (y) a Compliant Change of Control
Transaction, or (z) the exercise, conversion or exchange of Convertible
Securities outstanding immediately after the Televisa Closing (or TV
Warrants) or exercise of Preferential Rights or participation rights by
Televisa Investors or pursuant to the provisions of the Transaction
Agreements providing for the exchange of shares of Common Stock for TV
Warrants or TV Debentures, authorize, create or issue any equity securities
or Convertible Securities of the Company or any of its subsidiaries (except
as may be issued to the Company or any of its wholly-owned subsidiaries or
upon exercise of any Convertible Securities of the Company previously
approved for issuance pursuant to the provisions of this Section
2.1.1(iv)), issue any rights to acquire any equity securities or
Convertible Securities of the Company or any of its subsidiaries or grant
any registration rights in respect of any such securities or rights, except
for equity securities, Convertible Securities, or rights to acquire equity
securities or Convertible Securities and piggyback registration rights
issued or granted pursuant to management incentive plans approved pursuant
to Section 2.2.1.






	 	(v)	 	Public Offering. (a) In connection with the Company’s
Initial Public Offering or any Company Public Offering thereafter, (x)
authorize, create or issue any equity securities or Convertible Securities
of the Company or any of its subsidiaries (except as may be issued to the
Company or any of its wholly-owned subsidiaries), (y) issue any rights to
acquire any equity securities or Convertible Securities of the Company or
any of its subsidiaries other than to the extent required under the
Participation, Registration Rights and Coordination Agreement or (z) grant
any registration rights in respect of any such securities or rights other
than to the extent required under the Participation, Registration Rights and
Coordination Agreement and (b)
exercise any rights of the Majority PITV Investors to initiate the
Company’s Initial Public Offering pursuant to paragraph (v) of the first
proviso of Section 3.1.1 of the Participation, Registration Rights and
Coordination Agreement.




 


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	 	(vi)	 	Size of the Board. Expand the number of members of the
Board to more than twenty (20) or amend Section 2.7 hereof.






	 	(vii)	 	Prepayment or Modification of Debt. Other than upon the
consummation of a Compliant Change of Control Transaction, voluntarily
prepay debt of the Company or any of its subsidiaries in an amount in excess
of $100,000,000 in any 12-month period (including debt incurred under the
Existing Debt Documents, other than the Revolving Credit Facility) or amend
or waive any material provisions of any agreement, indenture or similar
instrument governing the terms of any indebtedness or debt securities of the
Company or any of its subsidiaries with a principal amount in excess of
$100,000,000 (including material provisions of the Existing Debt Documents).






	 	(viii)	 	Repurchase of Securities, Exercise of Call Rights, Payment of Dividends.
Prior to the closing of the Initial Public Offering, (a) enter into or
effect any transaction or series of related transactions involving the
repurchase, exercise of call rights, redemption or other acquisition of
securities of the Company or any of its direct or indirect subsidiaries from
any Stockholder or (b) declare or pay any dividend or make any other
distributions of payments by the Company or any of its subsidiaries (other
than dividends or distributions payable to the Company or any of its
wholly-owned subsidiaries), in each case, other than (x) pursuant to the
exercise, conversion or exchange of Convertible Securities outstanding as of
immediately after the Televisa Closing (or TV Warrants) or previously
approved for issuance pursuant to the provisions of Section
2.1.1(iv)) by PITV Investors, (y) pursuant to the exercise of
Preferential Rights or participation rights by Televisa Investors or
pursuant to the provisions of the Transaction Agreements providing for the
exchange of shares of Common Stock for TV Warrants or TV Debentures, or (z)
in connection with the consummation of a Compliant Change of Control
Transaction.






	 	(ix)	 	Bankruptcy, etc. Commence a voluntary case under the
Bankruptcy Code or any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect; consent to the entry of an order for relief
in an involuntary case, or the conversion of an involuntary case to a
voluntary case, under any such law; consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a
substantial part of its property; make a general assignment for the benefit
of creditors; or adopt a plan of complete or partial liquidation or
dissolution.




 


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





	 	(x)	 	Agreement with Venevision. (a) Amend, restate, modify or
waive any provision of, or extend the term of the Second Amended and
Restated International Program License Agreement by and among Venevision
International Corporation (“Venevision”) and Univision dated May 18,
2010 or (b) enter into any agreement, commitment or arrangement with
Venevision related to the same or comparable programming and other media
rights embodied in the agreement referred to in clause (i) above,
or, if so approved by the Majority PITV Investors, thereafter amend,
restate, modify or waive any provision thereof.






	 	(xi)	 	Annual Budget. Approve the annual budget of the Company
and its subsidiaries, modify in any material respect any such budget or take
any action that is or would be reasonably likely to result in a material
variance therefrom; provided, however, that, for any year in
which an annual budget is not so approved, then the Company shall continue
its operations in accordance with the annual budget most recently approved
under this Section 2.1.1(xi), increased by 5% each fiscal year with
respect to which an annual budget is not approved.






	 	(xii)	 	Certain Litigation. Settle or compromise any material
claim, suit, action, arbitration or other proceeding whether administrative,
civil or criminal, in law or in equity involving (a) a claim against or
potential loss by the Company and/or its subsidiaries in excess of
$100,000,000 or (b) a claim against the Company and/or its subsidiaries
which would be reasonably likely to result in a material restriction or
limitation on a material portion of the Business; provided, that the
Televisa Investors and their shares will not be counted towards a Majority
PITV Investors’ approval in connection with a material claim, suit, action,
arbitration or other proceeding involving Televisa.






	 	(xiii)	 	Material Agreements. Subject to clause (xv)-(xviii) of this Section
2.1.1, enter into, modify or amend in any material respect, or waive any
material right under (a) any Contract (or series of related Contracts)
providing for the payment to or by the Company or any of its subsidiaries of
more than $100,000,000; provided, that such Contracts (or series of
related Contracts) do not relate to the acquisition, production or
scheduling of programs, (b) any Contract (or series of related Contracts)
relating to the acquisition of network programming that accounts for more
than *** per week of the programming on a majority of the owned and operated
stations of the Company and its subsidiaries, (c) *** and (d) any Contract
providing for the payment by the Company or any of its subsidiaries of
compensation (including equity incentives) to Haim Saban and/or his
Affiliates; provided, that the SCG Investors shall be deemed not to
be a Principal Investor Group for purposes of the approval of any such
matter in clause (d).




 


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





	 	(xiv)	 	Employment Agreements. Enter into or modify or amend in any material respect, or
waive any material right under, any employment agreement with, or agree to
provide other cash or equity based compensation (including stock options,
carried interest and benefit packages), to any senior executive of the
Company or its subsidiaries, providing for the payment by the Company or any
of its subsidiaries of more than *** and that would result in such senior
executive being amongst the Company’s and its subsidiaries’ ten (10) highest
paid employees, other than agreements for ***.






	 	(xv)	 	Acquisition of Assets. Enter into or effect any
transaction or series of related transactions involving the purchase, rent,
lease, license in, exchange or other acquisition (by merger, consolidation
or otherwise) by the Company, BMPH, Univision or any of their respective
subsidiaries of (a) any assets (including equity interests in any Person)
for consideration (including assumed liabilities) having a fair market value
in excess of $250,000,000 per transaction or series of related transactions
other than (i) transactions solely between and among the Company, BMPH,
Univision and/or any of their wholly-owned subsidiaries, and (ii) purchases,
rentals, leases, licenses, exchanges and other acquisitions of inventory,
equipment and supplies in the ordinary course of business, (b) any radio
station or television station in a top twenty (20) DMA for consideration
(including assumed debt) having a fair market value in excess of
$100,000,000, or (c) any programming involving payment(s) in excess of
$100,000,000.






	 	(xvi)	 	Sale of Assets. Enter into or effect any transaction or
series of related transactions involving the sale, lease out, license out,
exchange or other disposition (including by merger, consolidation or
otherwise) by the Company or any of its subsidiaries of (a) any assets
(including equity interests in any Person) for consideration (including
assumed liabilities) having a fair market value in excess of $250,000,000
per transaction or series of related transactions other than (i)
transactions solely between and among any of the Company, BMPH, Univision
and/or any of their wholly owned subsidiaries and (ii) sales, leases,
licenses, exchanges or other dispositions of products and services of the
Company’s business in the ordinary course of business, (b) any television
station or radio station in a top twenty (20) DMA and for consideration
(including assumed debt) having a fair market value in excess of
$100,000,000, or (c) any programming involving payment(s) in excess of
$100,000,000.




 


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	 	(xvii)	 	Investments. (a) Make any loan, advance or capital contribution to any
Person (other than the Company, BMPH, Univision or any of their wholly owned
subsidiaries) (i) in an amount in excess of $250,000,000
per transaction or series of related transactions, (ii) involving any
radio station or television station in a top twenty (20) DMA and involving
payment(s) by the Company and/or any subsidiary in excess of $100,000,000,
or (iii) in connection with any programming involving payment(s) in excess
of $100,000,000, or (b) enter into any joint venture or strategic alliance
which (i) commits the Company and its subsidiaries to a financial
commitment in excess of (1) $250,000,000 for any such joint venture or
alliance or series of related joint ventures or alliances (other than such
joint venture(s) or alliance(s) relating to programming), or (2)
$100,000,000 for any such joint venture or alliance or series of related
joint ventures or alliances relating to programming, or (ii) involves any
radio station or television station in a top twenty (20) DMA and involves
a payment by the Company and its subsidiaries in excess of $100,000,000.






	 	(xviii)	 	Agreements or Commitments. Enter into any agreement or otherwise
obligate or commit the Company or any of its subsidiaries to do any of the
foregoing.





2.1.2 Receipt of Confidential Information. A Conflicted PITV Investor will have
the right to grant or withhold its approval on the matters set forth in Section 2.1.1
hereof and participate in discussions with respect thereto notwithstanding that such Conflicted
PITV Investor may not be entitled to Confidential Information pertaining to such matter
pursuant to the terms of this Agreement and/or the Stockholders Agreement; provided
that such right to approve and participate in such approval process shall not imply that any
Conflicted PITV Investor is entitled to any such Confidential Information; provided
further that in connection with any Change of Control, the provisions of Sections
4.7.3, 4.7.5, 4.7.6. 4.7.7, 4.8.3(b), 4.8.8, 4.8.9, 4.8.10 and/or 10.10.1, as applicable, of
the Stockholders Agreement shall apply in lieu of the provisions of this Section 2.1.2.



2.1.3 Actions that Require Majority Principal Investor Approval and/or Majority Voting
Principal Investor.




	 	(i)	 	Majority Principal Investor Approval. Prior to the
Principal Investor Sell-Down, and in addition to any other approval required
by, or any other provisions of, the organizational documents of the Company,
BMPH and/or Univision, or by applicable Law, the parties hereto agree that
the approval of the Majority Principal Investors shall be required for the
Company or any of its subsidiaries to take any of the following actions, and
the Company shall not, and shall cause its subsidiaries not to, take any of
the following actions without the written approval of the Majority Principal
Investors:






	 	(a)	 	Stockholders Agreements. Exercise any
rights of the Majority Principal Investors under the Investment
Agreement, the Stockholders Agreement, the Participation,
Registration Rights
and Coordination Agreement and the certificate of incorporation of
the Company or BMPH.




 


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	 	(b)	 	Drag Along Rights. Exercise the “Drag
Along” rights pursuant to Sections 4.2 or 4.3 of the Stockholders
Agreement.






	 	(c)	 	Change of Control. Effect a Change of
Control.






	 	(d)	 	Program License Agreement. Notwithstanding
other provisions of Section 2.1.1, (i) amend, restate, modify
or waive any provision of, or extend the term of the Program License
Agreement, the Second Program License Agreement, the IPRA Amendment,
the Sales Agency Agreement or the Mexico License Agreement, (ii)
enter into any agreement, commitment or arrangement with Televisa
related to the same or comparable programming and other media rights
embodied in the Program License Agreement, the Second Program License
Agreement, the IPRA Amendment, the Sales Agency Agreement or the
Mexico License Agreement, or, if so approved by the Majority
Principal Investors, thereafter amend, restate, modify or waive any
provision thereof, or (iii) settle or compromise any claim, suit,
action, arbitration or other proceeding whether administrative, civil
or criminal, in law or in equity, with Televisa or any affiliate
thereof or relating to any of the agreements referred to in
clauses (i) or (ii) above.






	 	(e)	 	Agreements or Commitments. Enter into any
agreement or otherwise obligate or commit the Company or any of its
subsidiaries to do any of the foregoing.






	 	(ii)	 	Majority Voting Principal Investor Approval. Prior to
the Principal Investor Sell-Down, and in addition to any other approval
required by, or any other provisions of, the organizational documents of the
Company, BMPH and/or Univision, or by applicable Law, the parties hereto
agree that the approval of the Majority Voting Principal Investors shall be
required for any of the Company, BMPH or Univision to take any of the
following actions, and the Company, BMPH and Univision shall not, and shall
cause their respective subsidiaries not to, take any of the following
actions without the written approval of the Majority Voting Principal
Investors:






	 	(a)	 	Board of Directors. Prior to the Principal
Investor Sell Down, nominate any director to the Board pursuant to
Section 2.5.1(i).




 


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	 	(b)	 	Agreements or Commitments. Enter into any
agreement or otherwise obligate or commit the Company or any of its
subsidiaries to do any of the matters set forth in clause (ii)(a).





2.2 Actions that Require Board Approval. Prior to the earlier to occur of a (i)
Televisa Sell-Down or a (ii) Principal Investor Sell-Down, and in addition to any other approval
required by any applicable provision of the Transaction Agreements or the Program License
Agreement, if any, or by applicable Law, the parties hereto agree that the approval of the Board
(or a committee thereof to which it is permitted under applicable Law to delegate and does delegate
authority with respect to such matter in accordance with this Agreement) shall be required for the
Company and/or any of its subsidiaries to take any of the following actions and the Company shall
not, and shall cause its subsidiaries not to, take any of the following actions without the
approval of the Board (or a committee thereof to which it is permitted under applicable law to
delegate and does delegate authority with respect to such matter in accordance with this
Agreement), regardless of any approval of such actions by their respective stockholders:



2.2.1 Management Incentive Plan. (i) Adopt or make a material amendment to any
cash or equity based management incentive plan, and (ii) determine fair market value at which
all stock grants under the Company’s Equity Incentive Plans shall be made and at which the
exercise price for all option grants shall be set.



2.2.2 Executive Officers. (i) Hire or remove, with or without cause, or enter
into, renew, materially modify or terminate, or waive any material rights under, any employment
contract with, any executive officer of the Company, BMPH or Univision from time to time, and
(ii) set procedures for periodic reviews and evaluations of senior executives and succession
plans.



2.2.3 Management Equity Repurchases. Enter into or effect any transaction or
series of related transactions involving the repurchase, redemption or other acquisition of
securities, or options or rights to acquire any securities, of the Company or any of its
subsidiaries from any Person who is or was an executive officer or manager thereof.



2.2.4 Auditors. Engage or terminate the engagement of the Company’s auditors.



2.2.5 Litigation. Settle or compromise any material claim, suit, action,
arbitration or other proceeding whether administrative, civil or criminal, in law or in equity.



2.2.6 Financial Adviser. Engage investment bankers or financial advisers for the
provision of financial, managerial and/or operational advice in connection with the Company’s
business.



2.2.7 Committees of the Board. (a) Modify the composition of any committee of the
Board other than in accordance with the terms of this Agreement, or (b) create any new
committee of the Board to which the Board delegates authority (which, if approved by the Board
must be a delegation of authority not inconsistent with this Agreement and is in accordance
with Section 2.6).


 


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




2.2.8 Joint Ventures and Alliances. Enter into any joint venture or strategic
alliance that has an aggregate value in excess of $10,000,000 per transaction or series of
related transactions, or in excess of $25,000,000 in the aggregate in any fiscal year.



2.2.9 Acquisition of Assets. Enter into or effect any transaction or series of
related transactions involving the purchase, rent, lease in, license in, exchange or other
acquisition (whether by merger, consolidation or otherwise) by the Company or any of its
subsidiaries of any assets (including equity interests in any Person) for consideration
(including assumed liabilities) having a fair market value (as reasonably determined by the
Board) in excess of $10,000,000 per transaction or series of related transactions, or in excess
of $25,000,000 in the aggregate in any fiscal year, other than (a) transactions solely between
and among any of the Company, BMPH, Univision and/or any of their wholly owned subsidiaries,
and (b) purchases, rentals, leases, licenses, exchanges or other acquisitions of inventory,
equipment and supplies in the ordinary course of business.



2.2.10 Sale of Assets. Enter into or effect any transaction or series of related
transactions, involving the sale, lease out, license out, exchange or other disposal (including
by merger, consolidation or otherwise) by the Company or any of its subsidiaries of any assets
(including equity interests in any Person) for consideration (including assumed liabilities)
having a fair market value (as reasonably determined by the Board) in excess of $10,000,000 per
transaction or series of related transactions, or in excess of $25,000,000 in the aggregate in
any fiscal year, other than (a) transactions solely between and among any of the Company, BMPH,
Univision and/or any of their wholly owned subsidiaries, and (b) sales, leases, licensing,
exchanges or other disposition of products and services of the Company’s business in the
ordinary course of business.



2.2.11 Investments. Make any loan, advance or capital contribution to any Person
(other than the Company, BMPH, Univision or any of their wholly-owned subsidiaries), in an
amount in excess of $10,000,000 per transaction or series of related transactions, or in excess
of $25,000,000 in the aggregate in any fiscal year.



2.2.12 Capital Expenditures. Increase the Company’s capital expenditure level by
5% or more than the capital expenditure level set in the Company’s approved annual budget
applicable for such fiscal year.



2.2.13 Material Agreements. (a) Enter into, modify or amend in any material
respect, or waive any material right under, any Contract (or series of related Contracts)
providing for the payment to or by the Company or any of its subsidiaries of more than
$25,000,000 in any twelve (12) month period, other than, in the case of Contracts (or series of
related Contracts) providing for payments to the Company or any subsidiary thereof, entered
into in the ordinary course of business or (b) enter into, modify or amend ***.


 


11









 





2.2.14 Annual Budget. Approve the annual operating budget of the Company and its
subsidiaries, modify in any material respect any such budget or take any action that is or
would be reasonably likely to result in a material variance therefrom.



2.2.15 Announcements. Approve or make any material public release or
announcement concerning the Company and its subsidiaries as a whole.



2.2.16 Agreements or Commitments. Enter into any agreement or otherwise obligate
or commit the Company or any of its subsidiaries to do any of the foregoing.




2.3 Other Restricted Actions.



2.3.1 Prior to the earlier to occur of (i) a Televisa Sell-Down or (ii) a Principal
Investor Sell-Down, in addition to any approval required under any applicable provision of the
Transaction Agreements, including by Sections 2.1, 2.2 or 2.6.6 herein
and the Charter, or by applicable Law, the parties hereto agree that any transaction or
agreement between the Company or one of its subsidiaries, on the one hand, and a member(s) of
the PITV Investor Group or one or more of its Affiliates, on the other, shall require the
consent of the PITV Investor Majority (other than the member(s) of the PITV Investor Group that
is party or whose Affiliate is a party to such transaction) unless all PITV Investor Groups are
parties to such transaction or agreement on a pro rata basis with respect to all of such PITV
Investor Groups’ Shares.



2.3.2 Prior to such time as there are no Principal Investors remaining hereunder, each of
the Principal Investor Groups agrees that it will not amend, modify or waive any of the
following, unless such amendment, modification or waiver is approved by each Principal Investor
Group:




	 	(i)	 	any provision of Section 3 (Transfer Restrictions),
Section 5 (Maximum Equity Percentage; Maximum Capital Percentage; Holder
Lock-Up; Liquidity Rights) or Section 7 (Legends) of the Stockholders
Agreement or Section 4 (Transfer Restrictions) or Section 8 (Legends) of the
Participation, Registration Rights and Coordination Agreement, or any other
provision of this Agreement or the Stockholders Agreement or the
Participation, Registration Rights and Coordination Agreement that imposes
additional transfer restrictions on the Principal Investors or reduces the
transfer restrictions imposed on any Principal Investor without a
corresponding reduction in the transfer restrictions imposed on all other
Principal Investors;






	 	(ii)	 	any provision of Section 4 of the Stockholders Agreement
(“Tag Along” and “Drag Along” Rights, Preferential Right of First Refusal
and Right of First Offer) that (a) reduces the Principal Investors’ rights
as a Participating Seller (or their right to become a Participating Seller)
under Section 4.1 of the Stockholders Agreement or a Prospective
Selling Stockholder under Section 4.5 of the Stockholders Agreement or (b)
increases the Principal Investors’ obligations as a Participating Seller
or Prospective Selling Stockholder (or adversely modifies the
circumstances under which they can be required to be a Participating
Seller or Prospective Selling Stockholder);




 


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	 	(iii)	 	any provision of the definition of Principal Investor
Group, Majority Principal Investors, Competitor, Conflicted PITV Investor,
Majority Non Conflicted Principal Investors, Voting Principal Investor
Groups, or Majority Voting Principal Investors in any of the Stockholders
Agreement, the Participation, Registration Rights and Coordination Agreement
or this Agreement that changes such definition so as to raise the threshold
criteria to remain a Principal Investor Group or as to change the criteria
for determining the Majority Principal Investors, a Competitor, a Conflicted
PITV Investor, Majority Non Conflicted Principal Investors, Voting Principal
Investor Groups or Majority Voting Principal Investors, as the case may be;






	 	(iv)	 	the Information Rights available to the Principal
Investors under Section 10.12 of the Stockholders Agreement in a manner that
reduces such rights;






	 	(v)	 	the definitions of Participation Shares or Participation
Portion in the Participation, Registration Rights and Coordination Agreement
that reduces the rights of a Principal Investor to participate in issuances
of securities pursuant to Section 2 thereof;






	 	(vi)	 	prior to the Qualified Public Offering, the definition of
Minimum Total Combined Investment in this Agreement or the Stockholders
Agreement that increases the initial cost of shares of Common Stock
threshold set forth herein;






	 	(vii)	 	prior to the Initial Public Offering, Section
2.5 hereof in a manner that reduces the number of directors each
Principal Investor Group is entitled to designate or nominate;






	 	(viii)	 	Section 10.7 or 10.8 of the Stockholders Agreement, or Section 10.7 or
10.8 of the Participation, Registration Rights and Coordination Agreement;






	 	(ix)	 	Section 3 of the Participation, Registration Rights and
Coordination Agreement that materially reduces or restricts the rights of a
Principal Investor to initiate or participate in registered offerings of
Common Stock;




 


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	 	(x)	 	Sections 2.5.1 (Composition of the Board),
2.5.2 (Principal Investor Designees), 2.5.4 (Board
Observers) or 2.6 (Committees of the Board) hereof;






	 	(xi)	 	Section 9.12 of this Agreement that reduces the
indemnification rights set forth therein;






	 	(xii)	 	Section 7.3 of the Participation, Registration Rights
and Coordination Agreement and Section 8.3 of the Stockholders Agreement
that materially reduces or restricts the rights of a Principal Investor to
withdraw from such agreements; or






	 	(xiii)	 	the certificate of incorporation of the Company to effect a reverse stock
split in which any of the Common Stock held by any PITV Investor is
converted into the right to receive cash in lieu of a fractional share;






provided, that any amendment to the definitions used in such provisions (only to the
extent any such amendment would have an effect contrary to the intent set forth in any of
clauses (i) through (xiii) immediately above) shall also require the consent
of each Principal Investor Group; provided, however, that the consent of any
Principal Investor or Principal Investor Group, as applicable, shall only be required under
this Section 2.3.2 for any amendment, modification or waiver to the Stockholders
Agreement, the Participation, Registration Rights and Coordination Agreement, the
organizational documents of the Company or BMPH or this Agreement to the extent it
Discriminates against the rights of such Principal Investor or Principal Investor Group, as
applicable, as compared to the other Principal Investors or Principal Investor Groups, as
applicable; provided, further, that notwithstanding any provision to the
contrary in this Section 2.3.2, the Charter may be amended in any way in connection
with the Initial Public Offering so long as the Majority Principal Investors consent to such
amendment and such amendment does not Discriminate against any Principal Investor or
Principal Investor Group that has not consented thereto; and provided,
further, that any Principal Investor or Principal Investor Group may waive any right
of such Principal Investor or Principal Investor Group hereunder by an instrument in writing
signed by such Principal Investor or Principal Investor Group.



2.3.3 Prior to such time as there are no Principal Investors remaining hereunder, in
connection with any vote or action of the stockholders of the Company or any subsidiary thereof
relating to either of the following matters, each of the Principal Investor Groups agrees that
it will not consent to, or vote in favor of either of, the following matters, unless it is
approved by each Principal Investor Group:




	 	(i)	 	Other than pursuant to the exercise, conversion or
exchange of TV Debentures or TV Warrants or exercise of Preferential Rights
or participation rights by Televisa Investors or exercise by Televisa
Investors of other rights under the Transaction Agreements to exchange
Shares, the repurchase, exercise of call rights or other acquisition of
securities of the Company or BMPH from, or require the sale of securities
of the Company or BMPH by, the Principal Investor Groups which is not on a
pro rata basis (other than non pro rata repurchase, exercise, other
acquisition or requirement of sale, in the case of de minimis
differences); or




 


14









 











	 	(ii)	 	Any action pursuant to Section 3.2.1(b)(iii) of the
Participation, Registration Rights and Coordination Agreement in a manner
that Discriminates against Principal Investor Groups;





provided, that notwithstanding any provision to the contrary in this Section 2.3.3,
the Charter may be amended in any way in connection with the Initial Public Offering so long as the
Majority Principal Investors consent to such amendment and such amendment does not Discriminate
against any Principal Investor or Principal Investor Group that has not consented thereto; and
provided, further, that any Principal Investor or Principal Investor Group may
waive any right of such Principal Investor or Principal Investor Group hereunder by an instrument
in writing signed by such Principal Investor or Principal Investor Group.



2.4 Actions that Require the Majority Televisa Investors’ Approval. In addition to
any other approval required by, or any other provision of, the organizational documents of the
Company, BMPH or Univision, by Section 2.1, 2.2 or 2.3 or by applicable
Law, the parties hereto agree that the approval of the Majority Televisa Investors shall be
required for any of the Company, BMPH and/or Univision to take any of the following actions, and
the Company shall not, and shall cause its subsidiaries not to, take any of the following actions
without the written approval of the Majority Televisa Investors:



2.4.1 Amendments to Other Agreements. Amend, alter or repeal any provision of the
Transaction Agreements to the extent that such amendment, alteration or repeal would, by its
terms, Discriminate against the Televisa Investors in a manner that is disproportionately
adverse to the Televisa Investors’ rights and obligations as compared to (i) the Principal
Investors, prior to a Principal Investor Sell-Down, (ii) the public stockholders of the
Company, following a Principal Investor Sell-Down if there are public stockholders and not a
Purchaser of Control, or (iii) a Purchaser of Control, following a Change of Control.



2.4.2 Modification to Board Composition or Board Committees. Amend, modify or
waive the provisions (i) hereof or of the Charter or the bylaws of the Company, BMPH and/or
Univision in a manner that disproportionately changes the number of directors the Televisa
Investors are entitled to designate to the Board as compared to (1) the Principal Investors,
prior to a Principal Investor Sell-Down, or (2) the Purchaser of Control, following a Change of
Control (or in a manner that changes the number of directors the Televisa Investors are
entitled to designate to the Board if a Principal Investor Sell-Down has occurred and there is
no Purchaser of



 


15









 






Control);
provided, that in any case, the Televisa Investors’ percentage representation on the Board cannot be reduced below the Equity Percentage, (ii)
hereof or any provision of the Charter or the bylaws of the Company, BMPH and/or Univision in a
manner that changes the committees the board is required to maintain, or (iii) hereof or any
provision of the charter or the bylaws of the Company, BMPH or Univision in a manner that
disproportionately changes the number of directors the Televisa Investors are entitled to
designate to each committee as compared to (1) the Principal Investors, prior to a Principal
Investor Sell-Down or (2) the Purchaser of Control, following a Change of Control;
provided, that the Televisa Investors’ representation on any committee shall not be
less than one (or in a manner that changes the number of directors the Televisa Investors are
entitled to designate to each committee if a Principal Investor Sell-Down has occurred and
there is no Purchaser of Control) to the extent that the Televisa Investors are entitled to
appoint at least one director.



2.4.3 Transfer Restrictions. Amend, modify or waive any provision of the
Transaction Agreements, if such amendment, modification or waiver imposes additional transfer
restrictions on the Televisa Investors, other than amendments, modifications or waivers that
are (i) required by applicable Law (but subject to Section 9.9), (ii) customary insider
information trading windows imposed by the Company following the Company’s Initial Public
Offering, and (iii) restrictions in underwriter’s lock-ups.



2.4.4 Information Rights. Amend, modify or waive the provisions of Section
2.5.7 or 2.6.1 hereof or Section 10.12 of the Stockholders Agreement in a manner
that adversely changes the Televisa Investors’ information rights thereunder.



2.4.5 Participation Rights. Amend, modify or waive the provisions of the
Participation, Registration Rights and Coordination Agreement in a manner that adversely
changes the Televisa Investors’ rights to participate (or terms and conditions of such rights)
in issuances of securities.



2.4.6 Registration Rights. Amend, modify or waive any provision of the
Participation, Registration Rights and Coordination Agreement in a manner that adversely
changes the Televisa Investors’ right to initiate or participate in registered offerings of
Common Stock.



2.4.7 Indemnification Rights. Amend, modify or waive the provisions of
Section 9.12 hereof or Section 3.4 of the Participation, Registration Rights and
Coordination Agreement in a manner that adversely changes the Televisa Investors’ rights or
obligations thereunder.



2.4.8 Certain Reverse Stock Splits. Amend, modify or waive the provisions of the
Charter to effect a reverse stock split in which any of the Common Stock held by any Televisa
Investor is converted into the right to receive cash in lieu of a fractional share.



2.4.9 Certain Sections. Amend, modify or waive Section 10.7 or
10.8 of the Stockholders Agreements or of the Participation, Registration Rights and
Coordination Agreement in a manner adverse to Televisa.


 


16









 





2.4.10 Period. The rights granted to the Majority Televisa Investors pursuant to
this Section 2.4 shall expire upon a Televisa Sell-Down; provided,
however, that (i) the Majority Televisa Investors rights pursuant to Sections
2.4.1 (Amendments to Other
Agreements), 2.4.3 (Transfer Restrictions), 2.4.5 (Participation Rights),
2.4.6 (Registration Rights) and 2.4.7 (Indemnification Rights) will survive so
long as the Televisa Investors hold any Shares; and (ii) the Majority Televisa Investors rights
granted pursuant to Sections 2.4.2 (Modification to Board Composition or Board
Committees) and 2.4.4 (Information Rights) shall survive until such time as the
Televisa Investors no longer have a right to designate at least one (1) director to the Board
pursuant to this Agreement.




2.5 Board of Directors.



2.5.1 Composition of the Board. Each PITV Investor hereby agrees to vote, or
cause to be voted, all Shares which have voting rights over which such PITV Investor has the
power to vote or direct the voting (including, in the case of the Principal Investors, pursuant
to a proxy granted under Section 2.1.3 of the Stockholders Agreement), and will take all
necessary or desirable actions within such PITV Investor’s control, and the Company and the
Board will take all necessary or desirable actions within its control, to cause the authorized
number of directors to be established at twenty (20) directors or such greater number approved
pursuant to Section 2.1.1(vi) and subject to Section 2.4.2, and to elect or
appoint or cause to be elected or appointed to the Board and cause to be continued in office
(including, if necessary, by appointing in order to fill vacancies created by expanding the
Board):




	 	(i)	 	Fourteen (14) designees shall be nominated pursuant to
Section 2.5.2 below;






	 	(ii)	 	Three (3) designees shall be nominated pursuant to
Section 2.5.3 below;
	 
	 	(iii)	 	The Chief Executive Officer of the Company; and






	 	(iv)	 	Two (2) independent designees, who shall (i) be
recommended by the Nominating Committee in accordance with Section
2.6.5, (ii) meet the standard for Independence and (iii) be approved by
the majority vote of the whole Board; provided, that such
independent designees shall initially be Gloria Estefan and Henry Cisneros;
provided further, that in the event Televisa acquires any
Common Stock or converts any of its Convertible Securities into shares of
Common Stock, Televisa shall be entitled, in its sole discretion, to
designate individuals to such positions (when such positions become vacant
including upon the expiration of the term or such director’s resignation),
such that the number of Televisa’s designees on the Board pursuant to
Sections 2.5.1(ii), 2.5.2(iii)(b) and 2.5.3 would
represent a percentage of the total number of directors on the Board
equivalent to the Televisa Investors’ and their Permitted Transferees’ then
current Equity Percentage as increased as a result of such conversion
(rounded up to the nearest whole number of directors), and provided,
further, that Televisa shall not be entitled to designate
individuals to any such vacant positions (when such positions become vacant
including upon the expiration of the term or such
director’s resignation), if such vacated Board seat must be filled with a
director meeting the standard for Independence to satisfy applicable Law.
For the avoidance of doubt, no PITV Investor shall be required to cause
its designated directors to resign and no director shall have any
obligation to resign from the Board to allow Televisa to take advantage of
this provision, but no director whose seat Televisa would otherwise have
the right to fill shall be re-nominated upon the expiration or termination
of such director’s then-current term.




 


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2.5.2 Principal Investor Designees. Fourteen (14) designees shall be designated
as follows:




	 	(i)	 	(a) three (3) designees of each Voting Principal Investor
Group which holds shares of Common Stock representing a Total Combined
Investment (without taking into account holdings of Co-Investment Vehicles
that are part of such group) equal to or exceeding two and one third
(21/3)
times the Minimum Total Combined Investment; (b) two (2) designees of each
Voting Principal Investor Group which holds shares of Common Stock
representing a Total Combined Investment (without taking into account
holdings of Co-Investment Vehicles that are part of such group) equal to or
exceeding one and two thirds
(12/3) times the Minimum Total Combined
Investment, but less than two and one third (21/3) times the Minimum Total
Combined Investment; and (c) one (1) designee of each Principal Investor
Group which holds shares of Common Stock representing a Total Combined
Investment (without taking into account holdings of Co-Investment Vehicles
that are part of such group) equal to or exceeding the Minimum Total
Combined Investment, but less than one and two thirds
(12/3) times the Minimum
Total Combined Investment; provided, that a Voting Principal
Investor Group can assign its right to designate member(s) of the Board (x)
to any Affiliated Fund which is, alone or together with its Affiliates, a
Voting Principal Investor, or (y) subject to the consent of the Majority
Voting Principal Investors, to a Person that acquires all Shares held by
such Principal Investor Group at such time and becomes a party to this
Agreement as a Principal Investor. No individual designated by a Voting
Principal Investor Group pursuant this clause (i) shall be removed without
such Voting Principal Investor Group’s consent.






	 	(ii)	 	(a) Each Non Voting Principal Investor Group which holds
 shares of Common Stock representing a Total Combined Investment (without
taking into account holdings of Co-Investment Vehicles that are part of such
group) equal to or exceeding two and one third (21/3) times the Minimum Total
Combined Investment shall be entitled to nominate three (3) members to the
Board (each a “Board Nominee”); (b) each Non Voting Principal
Investor Group which holds shares of Common Stock representing a Total
Combined Investment (without taking into
account holdings of Co-Investment Vehicles that are part of such group)
equal to or exceeding one and two thirds
(12/3) times the Minimum Total
Combined Investment, but less than two and one third (21/3) times the
Minimum Total Combined Investment shall be entitled to nominate two (2)
Board Nominees; and (c) each Non Voting Principal Investor Group which
holds shares of Common Stock representing a Total Combined Investment
(without taking into account holdings of Co-Investment Vehicles that are




 


18









 





	 	 	 	part of such group) equal to or exceeding the Minimum Total Combined
Investment, but less than one and two thirds
(12/3) times the Minimum Total
Combined Investment shall be entitled to nominate one (1) Board Nominee;
provided, that in no event shall such Board Nominee(s) be an
employee(s) of the Non Voting Principal Investor Group or any Affiliate
thereof, or an officer, director (or observer to the Board), employee,
agent, equityholder (other than a holder of up to 1% of the common stock
of a publicly traded company) or other Affiliate of a Competitor. The
Majority Voting Principal Investors shall be entitled, in their sole
discretion, to appoint such Board Nominees to the Board and to remove such
Board Nominees from the Board, with or without cause; provided,
that if any such Board Nominee is not appointed to the Board or removed
therefrom, the Non Voting Principal Investor Group that nominated such
individual shall be entitled to nominate his or her replacement. A Non
Voting Principal Investor Group can assign its right to nominate Board
Nominees (a) to any Affiliated Fund, or (b) subject to the consent of the
Majority Principal Investors, to a Person that acquires all Shares held by
such Non Voting Principal Investor Group at such time and becomes a party
to this Agreement. For the avoidance of doubt, the appointment of
nominees pursuant to this Section 2.5.2(ii) shall not be subject
to the recommendation of the Nominating Committee. No Board Nominee
nominated by a Non Voting Principal Investor Group and appointed by the
Majority Voting Principal Investors pursuant to this clause (ii) shall be
removed without the Majority Voting Principal Investors’ consent.






	 	(iii)	 	In the event one or more of such fourteen (14) positions
on the Board becomes vacant pursuant to paragraphs (i) or (ii) above as a
result of Transfers of shares of Common Stock by Principal Investor Groups,
such vacant positions on the Board shall be filled as follows:






	 	(a)	 	prior to a Principal Investor Sell-Down,
the Majority Voting Principal Investors shall be entitled, in their
sole discretion, to designate nominees to such vacant positions and
no such nominee shall be removed without the Majority Voting
Principal Investors’ consent; and




 


19









 











	 	(b)	 	following a Principal Investor Sell-Down,
such vacancies shall be filled by individuals, who shall (i) meet the
standard for Independence, (ii) be recommended by the Nominating
Committee and (iii) be approved by the majority vote of the Board;
provided, that in the event Televisa acquires any Common
Stock or converts any of its Convertible Securities into shares of
Common Stock, and if a Televisa Sell-Down has not occurred, Televisa
shall be entitled, in its sole discretion, to designate individuals
to such vacant positions (when and if such positions become vacant
including upon the expiration of the term or such director’s
resignation), such that the number of Televisa’s designees on the
Board pursuant to Sections 2.5.1(ii), 2.5.2(iii)(b)
and 2.5.3 would represent a percentage of the total number of
directors on the Board equivalent to the Televisa Investors’ and
their Permitted Transferees’ then current Equity Percentage as
increased as a result of such conversion (rounded up to the nearest
whole number of directors), and provided, further,
that Televisa shall not be entitled to designate individuals to such
vacant positions (when and if such positions become vacant including
upon the expiration of the term or such director’s resignation), if
such vacated Board seat must be filled with a director meeting the
standard for Independence to satisfy applicable Law. For the
avoidance of doubt, no PITV Investor shall be required to cause its
designated directors to resign and no director shall have any
obligation to resign from the Board to allow Televisa to take
advantage of this provision, but no director whose seat Televisa
would otherwise have the right to fill shall be re-nominated upon the
expiration or termination of such director’s then-current term.






	 	(iv)	 	Prior to an Initial Public Offering (and thereafter, if
permitted by applicable law and stock exchange rules), the Majority
Principal Investors may elect to appoint alternate directors to stand in
place of any of the Principal Investors’ designees to the Board.






	 	(v)	 	As of the date hereof, the fourteen (14) designees to the
Board designated pursuant to this Section 2.5.2 shall be as set
forth on Schedule 2.5.2 attached hereto.




 


20









 










2.5.3 Televisa Designees. Three (3) designees shall be designated as follows:




	 	(i)	 	(a) Televisa shall be entitled to designate three (3)
members to the Board (each a “Televisa Board Designee”);
provided, that in the event that Televisa voluntarily Transfers any
 shares of Common Stock to a Person other than one of its Permitted
Transferees or another Televisa
Investor, Televisa shall no longer be entitled to designate any members to
the Board pursuant to this Agreement if, after giving effect to such
Transfer, the Televisa Investors do not hold at least a number of shares
of Common Stock equal to ninety-five percent (95%) of the number of shares
of Common Stock (for the avoidance of doubt, for all purposes herein used,
irrespective of whether such shares are voting or non-voting shares of
Common Stock) held by the Televisa Investors immediately following the
Televisa Closing (subject to appropriate adjustment for stock splits,
stock dividends, reverse stock splits, stock combinations,
recapitalizations and similar events); provided, further,
in the event of such a Transfer, the Company shall provide Televisa with
sixty (60) days notice before Televisa’s right to designate members to the
Board shall terminate. If, prior to the expiration of such sixty-day
period, the Televisa Investors increase their ownership of shares of
Common Stock in a manner not prohibited by the Transaction Agreements such
that the Televisa Investors hold at least a number of shares of Common
Stock equal to ninety-five percent (95%) of the number of shares of Common
Stock held by the Televisa Investors immediately following the Televisa
Closing (subject to appropriate adjustment for stock splits, stock
dividends, reverse stock splits, stock combinations, recapitalizations and
similar events), Televisa shall not lose its right to designate members to
the Board as set forth in this Section 2.5.3(i). Notwithstanding
the foregoing, Televisa can assign its right to designate one (1) or more
members of the Board that Televisa is entitled to designate to any
Person(s) that acquires from the Televisa Investors in one or more
transactions shares of Common Stock which represented ten percent (10%) or
more of the fully-diluted shares (excluding Convertible Securities held by
employees of the Company or any of its subsidiaries) of Common Stock of
the Company as of the Televisa Closing (the “Board Seat Assignee”)
(including by acquiring Convertible Securities that such Person promptly
converts into or exercises for shares of Common Stock) and becomes a party
to this Agreement as part of a PITV Investor Group (it being understood
that in the event of such Person acquiring from the Televisa Investors, in
one or more transactions, shares of Common Stock which represented (A) ten
percent (10%) or more but less than twenty percent (20%) of the
fully-diluted shares (excluding Convertible Securities held by employees
of the Company or any of its subsidiaries) of Common Stock of the Company
as of the Televisa Closing, such Person may be assigned the right to
designate one (1) member (or an equivalent percentage of the Televisa
Board Designees, rounded down to the nearest whole number, if the number
of Televisa Board Designees has increased) of the Board that Televisa is
entitled to designate, (B) twenty percent (20%) or more but less than 30%
of the




 


21









 





	 	 	 	fully-diluted shares (excluding Convertible Securities held by
employees of the Company or any of its subsidiaries) of Common Stock of the Company as of the
Televisa Closing, such Person may be assigned the right to designate up to
two (2) members (or an equivalent percentage of the Televisa Board
Designees, rounded down to the nearest whole number, if the number of
Televisa Board Designees has increased) of the Board that Televisa is
entitled to designate, and (C) thirty percent (30%) or more of the
fully-diluted shares (excluding Convertible Securities held by employees
of the Company or any of its subsidiaries) of Common Stock of the Company
as of the Televisa Closing, such Person may be assigned the right to
designate up to all the members of the Board that Televisa is entitled to
designate), in each case as adjusted for any stock splits, stock
dividends, reverse stock splits, stock combinations, recapitalizations and
other similar capitalization changes. Any Board Seat Assignee shall no
longer be entitled to designate any members to the Board if, at any given
time, such Board Seat Assignee does not own shares of Common Stock which
represented at least ten percent (10%) of the fully-diluted shares
(excluding Convertible Securities held by employees of the Company or any
of its subsidiaries) of Common Stock of the Company as of the Televisa
Closing due to Transfers of shares. If Televisa has assigned the right to
designate two members of the Board to a Board Seat Assignee, such Board
Seat Assignee shall no longer be entitled to designate one of such members
if, at any given time, such Board Seat Assignee does not own shares of
Common Stock which represented at least twenty percent (20%) of the
fully-diluted shares (excluding Convertible Securities held by employees
of the Company or any of its subsidiaries) of Common Stock of the Company
as of the Televisa Closing due to Transfers of shares. If Televisa has
assigned the right to designate three (3) or more members of the Board to
a Board Seat Assignee, such Board Seat Assignee shall no longer be
entitled to designate one of such members if, at any given time, such
Board Seat Assignee does not own shares of Common Stock which represented
at least thirty percent (30%) of the fully-diluted shares (excluding
Convertible Securities held by employees of the Company or any of its
subsidiaries) of Common Stock of the Company as of the Televisa Closing
due to Transfers of shares. The rights of any Board Seat Assignee with
respect to its Board designees will be the same as the rights that
Televisa has under this Section 2.5.3 with respect to Televisa
Board Designees.






	 	(ii)	 	In the event one or more of such three (3) positions on
the Board becomes vacant pursuant to clause (i) above as a result of
Transfers of shares of Common Stock by Televisa and its Permitted
Transferees, the number of independent designees referred in Section
2.5.1(iv) shall be increased by the number of such vacancies. In the event
of a vacancy due to any other reason, Televisa shall be entitled, in its
sole discretion,
to designate nominees to such vacant position, until such time when
Televisa is no longer entitled to designate members to the Board (subject
to Section 2.5.3(i)).




 


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	 	(iii)	 	Televisa may at any time remove any Televisa Board
Designee (or committee member). No Televisa Board Designee (or committee
member) shall be removed (even in the event that the composition of the
Board is required to be changed to satisfy independence requirements under
applicable law and/or stock exchange rules in contemplation of, and at any
time following, the Initial Public Offering or otherwise) without Televisa’s
prior written consent.






	 	(iv)	 	In the event that the aggregate number of members of the
Board is increased or decreased, Televisa shall be entitled to designate
that number of members to the Board so as to maintain the same proportional
representation on the Board to which Televisa was entitled immediately prior
to such increase or decrease in the number of members of the Board. If the
calculation of such proportional representational should result in a
fractional number, Televisa will be entitled to designate a number of
members to the Board that equals such fractional number rounded up to the
nearest whole number.






	 	(v)	 	Prior to an Initial Public Offering (and thereafter, if
permitted by applicable Law and stock exchange rules), Televisa may elect to
appoint alternate directors to stand in place of any of Televisa’s designees
to the Board.






	 	(vi)	 	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 this 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.






	 	(vii)	 	As of the date hereof, the three (3) designees to the
Board designated pursuant to this Section 2.5.3 shall be as set
forth on Schedule 2.5.3 attached hereto.




 


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2.5.4 Board Observers. Each Non Voting Principal Investor Group shall be
permitted to designate one non-voting observer to the Board and its committees (a “Board
Observer”) for so long as such Non Voting Principal Investor Group retains the
right to nominate a director to the Board pursuant to Section 2.5.2(ii). If such Non
Voting Principal Investor Group does not nominate the maximum number of Board Nominees it is
entitled to nominate to the Board pursuant to Section 2.5.2(ii) (or if such individuals
are not or have not been elected to, or are removed from, the Board and not replaced by another
Board Nominee of such Non Voting Principal Investor Group), such Non Voting Principal Investor
Group may designate one or more Board Observer(s) in lieu of such Board Nominee(s), but the
total number of Board Observers designated pursuant to this Section 2.5.4 shall not
exceed the maximum number of Board Nominees that the Non Voting Principal Investor Group is
eligible to nominate pursuant to Section 2.5.2(ii). Board Observer(s) shall not be an
officer or employee of a Competitor. In the event such Board Observer(s) is a director (or
observer to the board), equityholder (other than a holder of up to 1% of the common stock of a
publicly traded company) or an Affiliate of a Competitor, such Board Observer(s) shall recuse
himself or herself (and the Board may require such Board Observer(s) to be recused) from that
portion of any meetings of the Board or committees thereof during which matters pertaining to
any sector of the Business (including television, radio, music recording and publishing and
Internet portals) that competes with such Competitor will be discussed, as determined by the
Board or applicable committee. The Company shall, at any time, provide the Board Observer with
(a) notice of all meetings of the Board and its committees and (b) provide all information
delivered to the members of the Board and its committees prior to such meetings at the same
time such notice and information is delivered to the members of the Board and its committees;
provided, that such Board Observer shall enter into a confidentiality agreement
substantially in the form to be approved by the Board with respect to such information; and
provided, further, that if any such information is Confidential Information
with respect to which the Non Voting Principal Investor that appointed such Board Observer is
deemed a Conflicted PITV Investor, such information shall not be provided to the Board
Observer. Notwithstanding any provision hereof to the contrary, the Board, in its good faith
judgment, shall be entitled to require a Board Observer to be excluded from any portion of a
Board meeting or a meeting of its committees when the Board discusses any matters relating to
Confidential Information with respect to which the Non Voting Principal Investor that appointed
such Board Observer is deemed a Conflicted PITV Investor.



2.5.5 Vacancies. If at any time any director ceases to serve on the Board
(whether due to resignation, removal or otherwise), the PITV Investor Group that designated or
nominated such director pursuant to Sections 2.5.1, 2.5.2 or 2.5.3
shall designate or nominate a successor to fill the vacancy created thereby on the terms and
subject to the conditions of Sections 2.5.1, 2.5.2 or 2.5.3 above, as
applicable. Each PITV Investor that is a party hereto agrees to vote, or cause to be voted,
all Shares over which such PITV Investor has the power to vote or direct the voting, and shall
take all such other actions as shall be necessary or desirable to cause the designated
successor to be elected to fill such vacancy.


 


24









 





2.5.6 Proxy. If any PITV Investor fails to vote, or cause to be voted all Shares
owned by such PITV Investor or over which such PITV Investor has voting control, in compliance
with this Section 2.5, within five (5) days of receiving a written notice regarding
such non-compliance from the Company, the Majority PITV Investors (without taking into
account any Non Voting Principal Investor Group) shall have a proxy to vote such PITV
Investor’s Shares to give effect to the agreements contained in this Section 2.5. The
power and authority to exercise the proxy granted hereby shall be exercised if and only to the
extent in compliance with this Agreement and only if the matter to be voted on has been
approved by the Majority PITV Investors (without taking into account any Non Voting Principal
Investor Group) and shall be exercised on terms consistent with such approval. The proxy
granted hereby is irrevocable and coupled with an interest sufficient in law to support
irrevocable power.



2.5.7 Information Rights. Subject to the requirements of Sections 2.1.2,
2.5.7, 4.1 and 4.4 of this Agreement and Section 10.12 of the
Stockholders Agreement, all directors shall have the same information rights which will be
consistent with the laws of the State of Delaware.



2.5.8 Expenses. Each member of the Board and each Board Observer shall be
entitled to reimbursement from the Company for his or her reasonable out-of-pocket expenses
(including travel) incurred in attending any meeting of the Board or any committee thereof.



2.5.9 Designees. No director designated by a Principal Investor or an independent
director (or alternate or observer) shall be a Restricted Person or an Affiliate of a
Restricted Person.



2.6 Committees of the Board. The Company shall cause the Board to maintain the
following committees: (a) an executive committee (the “Executive Committee”), (b) an audit
committee (the “Audit Committee”), (c) a compensation committee (the “Compensation
Committee”), (d) a nominating committee (the “Nominating Committee”), (e) a related
party transactions committee (the “Related Party Transactions Committee”), (f) a management
review and succession committee (the “Management Review and Succession Committee”), (g) a
debt restructuring committee (the “Debt Committee”) and (h) any other committee as the
Board shall determine in its discretion, subject to Section 2.2.7.



2.6.1 Composition of Committees of the Board. Each committee of the Board will be
comprised of one (1) director designated by each PITV Investor Group (other than Non Voting
Principal Investor Groups), except to the extent (i) any PITV Investor Group waives its right
to have its elected director be a member of such committee and (ii) that such committee is
required by Law to be comprised of only directors meeting the standard for Independence and all
directors designated by such PITV Investor Group fail to meet the standard for Independence.
In the event that any PITV Investor Group does not designate a director to a committee pursuant
to clause (ii) above, such PITV Investor Group shall have the right to designate an individual
to observe the meetings of such committee, which individual shall receive the same notice of
meetings and information that is received by members of such committee. The chairman of each
committee of the Board will be elected by a majority of the members of such committee. If any
PITV Investor Group does not have a representative on any of the committees listed in this
Section 2.6 but is entitled to Board representation at such time, such PITV Investor
Group shall have the right to designate an
observer to attend the meetings of such committee, to the extent permitted by applicable
Laws.


 


25









 





2.6.2 Executive Committee. The role of the Executive Committee will be to call
Board meetings, set the agenda for such meetings, identify issues to be considered by the Board
and liaise with the Company’s, and its subsidiaries’, senior executive management;
provided that the Executive Committee shall not be delegated the power to act as the
Board.



2.6.3 Audit Committee. The role of the Audit Committee will be to determine the
Company’s audit policies, review audit reports and recommendations made by the Company’s
internal audit staff and its independent auditors, meet with the Company’s independent
auditors, oversee the independent auditors, and recommend the Company’s engagement of
independent auditors.



2.6.4 Compensation Committee. The role of the Compensation Committee will be to
determine the compensation of all senior employees, directors and consultants of the Company
(including salary, bonus, equity participation and benefits) consistent with compensation of
companies similar to the Company.



2.6.5 Nominating Committee. The role of the Nominating Committee shall be to
search for, identify, interview and nominate directors meeting the standard for Independence to
serve as members of the Board pursuant to Sections 2.5.1(iv), 2.5.2(iii)(b) and
2.5.3(ii); provided that the Nominating Committee shall not be delegated the
power to act as the Board. All independent directors recommended by the Nominating Committee
must meet the standard for Independence. The PITV Investors shall each be permitted to
recommend independent director candidates to the Nominating Committee and to interview such
candidates. In addition, and subject to applicable Laws, in the event the position of the
Company’s Chief Executive Officer becomes vacant for any reason, the role of a sub-committee of
the Nominating Committee, comprised of two (2) directors designated by the Majority Voting
Principal Investors and one (1) director designated by Televisa, shall be to search for,
identify, interview and recommend to the Board one or more persons (including candidates that
are employees of the Company at such time) to serve as the Company’s Chief Executive Officer;
provided that such sub-committee of the Nominating Committee shall not be delegated the
power to act as the Board. Except for directors designated pursuant to Sections
2.5.1(iv), 2.5.2 and 2.5.3 and subject to applicable Law, no nominee for
director or candidate for Chief Executive Officer shall be eligible for election to such
position unless recommended to the Board by the Nominating Committee. The Nominating Committee
will be comprised of not less than three (3) members, and Televisa shall be entitled to
designate one (1), but not more than one (1), director as a member of the Nominating Committee.


 


26









 





2.6.6 Related Party Transactions Committee. The role of the Related Party
Transactions Committee shall be to evaluate and approve any agreement, arrangement, transaction
or series of agreements, arrangements or transactions between the Company or its subsidiaries,
on the one hand, and a Related Party, on the other hand (but not including any such agreement
or arrangement relating to (i) the Saban Arrangements as in effect on the date hereof (without
giving effect to any future amendments), (ii) employment, compensation or
other incentive arrangements with the employees of the Company or its subsidiaries (other
than any partner, principal, employee or Affiliate of a Principal Investor, which, as of the
Televisa Closing, includes the Chairman), or (iii) advertising sales in the ordinary course of
business of the Company or its subsidiaries) that is reasonably expected to involve the
expenditure or receipt of $500,000 or more in any twelve-month period, that is for consulting,
management or advisory services, or that relates to the licensing, acquisition or provision of
programming to the Company or its subsidiaries (collectively, a “Related Party
Transaction”); provided, that the approval of the Related Party Transactions
Committee shall not be required pursuant to this Section 2.6.6 for any agreement,
arrangement, action or transaction to the extent that such agreement, arrangement or
transaction is entered into in order to effectuate the Transfer of Shares pursuant to a
Compliant Change of Control Transaction or otherwise effectuate a Compliant Change of Control
Transaction. Each Related Party Transaction shall be subject to the approval of a majority
vote of the Related Party Transactions Committee. The Company shall not enter into a Related
Party Transaction that is not approved by the Related Party Transactions Committee, and any
transaction entered into without such approval shall be void. In the event the vote of the
Related Party Transactions Committee is required with respect to any Related Party Transaction,
the designee of the PITV Investor affiliated with the Related Party that will be a party to
such agreement, arrangement or transaction shall not participate in any portion of the meeting
of the Related Party Transactions Committee during which such agreement, arrangement or
transaction will be discussed, shall not vote on such agreement, arrangement or transaction and
shall recuse themselves, or be recused as described herein, from such portions of such
meetings.



2.6.7 Management Review and Succession Committee. The role of the Management
Review and Succession Committee shall be to undertake periodic reviews and evaluations of
senior executives of the Company and its Subsidiaries and to develop, as necessary, succession
plans with respect to such senior executive positions in the event of any vacancies in such
positions (subject to the responsibilities of the Nominating Committee with respect to the
appointment of nominees for the position of Chief Executive Officer as set forth in Section
2.6.5).



2.6.8 Debt Committee. The role of the Debt Committee shall be to review and
evaluate from time to time the Company’s Indebtedness and possible restructurings of
Indebtedness and to make recommendations to the Board with respect thereto.


 


27









 






2.7 Meetings; Notice; Quorum; Decisions.



2.7.1 The Board shall hold no less than one (1) meeting per fiscal quarter. Regular
meetings of the Board and committees thereof shall be held at such times and places as the
Board shall from time to time by resolution determine. Each PITV Investor shall have the right
to call a special meeting of the Board. At least fifteen (15) Business Days’ notice must be
given of regular meetings of the Board even if such meetings are held at times and places fixed
by resolution of the Board and committees thereof, as applicable. A notice of the place, date
and time and the purpose or purposes of each special meeting of the Board shall be given to
each director by mailing, via regular U.S. mail, overnight delivery or facsimile, at least 48
hours before such special meeting, or by telephoning or emailing the same or by
delivering the same personally not later than 48 hours before the day of the meeting
(“Special Meeting Notice”). Within 48 hours from receipt of the applicable Special
Meeting Notice, one or more Televisa Board Designees may notify the chairman of the Board that
he or she cannot attend such scheduled meeting, and in such event such meeting will be
postponed to a subsequent date (which, unless otherwise agreed by Televisa, shall be at least
48 hours after such notification). The special meeting of the Board shall be held on such
subsequent date, whether or not any of the Televisa Board Designees can attend the special
meeting on such date. Except for the first sentence, the provisions of this Section
2.7.1 shall apply equally to committee meetings. 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.



2.7.2 At each meeting of the Board (or committee thereof) at which a quorum is present,
each director shall be entitled to one vote on each matter to be voted on at such meeting. A
majority of the Board (or committee thereof) shall constitute a quorum. Except as may be
otherwise required by Law or the Transaction Agreements, when a quorum is present at any
meeting, the vote of a majority of the directors present shall be the act of the Board (or
committee thereof). All directors may attend meetings of the Board or committee thereof
telephonically if they cannot appear in person. 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 alternate directors to stand in the place of any of its
designated directors in the event such designated directors cannot attend a meeting.



2.8 BMPH and Univision Directors. The Company will cause the boards of directors of
BMPH and Univision to consist at all times of the same members as the Board of the Company at such
time; provided, that a PITV Investor Group may, by notice to the Company and the other PITV
Investor Groups, have a different person serve as a director of BMPH and/or Univision than such
PITV Investor Group elected to the Board. Each of BMPH and Univision shall, and the Company shall
cause the board of directors of each of BMPH and Univision to, maintain at all times such
committees as the Company at such time, with the same member composition; provided, that a
PITV Investor Group may, by notice to the Company and the other PITV Investor Groups, have a
different person serve on a committee of BMPH or Univision than serves on the corresponding
committee for the Company. Any rights of Televisa and the Majority Televisa Investors under
Section 2.4 of this Agreement, Section 4.4.3 of the Company’s certificate of incorporation,
or Section 17.1 of the Program License Agreement, shall apply to actions by any subsidiary of the
Company.


 


28









 





2.9 Further Assurances. The Company will not, and will cause its subsidiaries not to,
give effect to any action by any PITV Investor or any other Person which is in contravention of
this Section 2. Subject to rights of Televisa and the Majority Televisa Investors under
Section 2.4 of this Agreement, Section 4.4.3 of the Company’s certificate of incorporation,
and Section 17.1 of the Program License Agreement, in connection with any vote or action of the
stockholders of the Company or any subsidiary thereof relating to any matter requiring consent as
specified in Sections 2.1, 2.2, 2.3 or 2.4, each PITV Investor
agrees, with respect to any voting securities beneficially owned by such PITV Investor with respect
to which it has the power to
vote, (a) to vote against (and not act in any manner, including by way of a written consent,
to approve) such matter if such matter was subject to and has failed to receive any of the required
approvals of the Majority PITV Investors, the Majority Principal Investors, the Majority Voting
Principal Investors, the Board, the PITV Investor Majority, the Principal Investors, and/or the
Televisa Investors, as applicable, in accordance with the Transaction Agreements and to take or
cause to be taken all other reasonable actions, to the extent permitted by law, to prevent the
taking of any action by the Company and any subsidiary thereof with respect to a matter unless such
matter was subject to and has received all required approvals of the Majority PITV Investors, the
Majority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV Investor
Majority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance with
the Transaction Agreements and (b) to vote in favor of such matter if such matter was subject to
and has received all required approvals of the Majority PITV Investors, the Majority Principal
Investors, the Majority Voting Principal Investors, the Board, the PITV Investor Majority, the
Principal Investors, and/or the Televisa Investors, as applicable, in accordance with the
Transaction Agreements and to take or cause to be taken all other reasonable actions, to the extent
permitted by law, to cause the taking of all actions by the Company and any subsidiary thereof with
respect to a matter which has received all required approvals of the Majority PITV Investors, the
Majority Principal Investors, the Majority Voting Principal Investors, the Board, the PITV Investor
Majority, the Principal Investors, and/or the Televisa Investors, as applicable, in accordance with
the Transaction Agreements.



2.10 Period. Each of the foregoing provisions of this Section 2 shall survive
the Initial Public Offering and a Change of Control and with respect to any particular provision,
shall survive until the last date permitted by applicable Law or any earlier date expressly
specified in this Section 2. In the event a Televisa Sell-Down occurs prior to there being
no Principal Investors remaining as parties to this Agreement, the Principal Investors hereby agree
that certain sections in this Section 2 shall be amended or replaced as follows:
Section 2.1 herein shall be replaced in its entirety by Section 2.1 in the 2007 Principal
Investor Agreement, Section 2.2 herein shall be replaced in its entirety by Section 2.2 in
the 2007 Principal Investor Agreement, and Section 2.3 herein shall be replaced in its
entirety by Section 2.3 in the 2007 Principal Investor Agreement.



2.11 Proxies. Each Principal Investor agrees that it shall not vote the Shares of any
other Principal Investor pursuant to the proxies granted under Sections 2.1 and 2.2 of the
Stockholders Agreement in any manner inconsistent with this Agreement, the Participation,
Registration Rights and Coordination Agreement or the Stockholders Agreement.



2.12 Service, Consulting, Management and Advisory Agreements. Notwithstanding
anything to the contrary contained herein, the Company shall not, and shall cause its subsidiaries
not to, without the affirmative vote or prior written approval of Televisa, enter into, modify or
amend, extend, or waive any rights under any agreement, arrangement or transaction between the
Company or any of its subsidiaries, on the one hand, and any Principal Investor and/or its
Affiliates, on the other hand, relating to consulting, management or advisory services.


 


29









 





3. TRANSFER RESTRICTIONS.



3.1 PITV Investors Permitted Transferees. Any Permitted Transferee receiving Shares
from a PITV Investor in a Transfer pursuant to Section 3.1.1, 3.1.4(b) or 3.1.5 of the Stockholders
Agreement shall be subject to the terms and conditions of, and be entitled to enforce, this
Agreement to the same extent, and in the same capacity, as the PITV Investor that Transfers the
Shares to such Permitted Transferee as if such Permitted Transferee were such PITV Investor. Prior
to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 3.1.1,
3.1.4(b) or 3.1.5 of the Stockholders Agreement, and as a condition thereto, each holder of Shares
effecting such Transfer shall (a) cause such Permitted Transferee to deliver to the Company and
each of the PITV Investors (other than the transferor) its written agreement, in form and substance
reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement
to the extent described in the preceding sentence and (b) remain directly liable for the
performance by the Permitted Transferee of all obligations of such Permitted Transferee under this
Agreement.



3.2 Transfer by Principal Investors and Principal Investor Groups. Subject to any
applicable provisions of the Charter, the certificate of incorporation or similar organizational
documents of subsidiaries of the Company, this Agreement and Sections 4.7, 4.8 and 4.9 of the
Stockholders Agreement, each PITV Investor agrees and acknowledges hereby that each Principal
Investor’s and each Principal Investor Group’s individual and collective rights in their capacity
as such under any and all of the applicable Transaction Agreements (other than the Investment
Agreement) (including such rights pursuant to Sections 2.1, 2.2, 2.3, 2.5 and 2.6 hereof, but
excluding the rights retained by any such transferor as an “Other Holder” under the Stockholders
Agreement (including under Section 4.1 thereof) and as an “Other Investor” under the Participation,
Registration Rights and Coordination Agreement, in each case, by virtue of any Shares retained by
such transferor), (i) shall be fully transferred by such Principal Investors and Principal Investor
Groups to such Purchaser of Control in connection with a Compliant Change of Control Transaction
with the result that the Purchaser of Control will become and have all the rights of the Principal
Investors and Principal Investor Groups, and the rights so transferred shall not be retained by or
shared with the transferors, provided that such Purchaser of Control agrees to assume all
of the Principal Investors’ and Principal Investor Groups’ obligations hereunder and under any and
all applicable Transaction Agreements (but excluding the obligations that continue to be imposed on
any such transferor as an Other Holder under the Stockholders Agreement and/or as an Other Investor
under the Participation, Registration Rights and Coordination Agreement, by virtue of any Shares
retained by such transferor), in each case, to the same extent as the transferor was bound, and the
transferor remains bound as an Other Holder under the Stockholders Agreement and as an Other
Investor under the Participation, Registration Rights and Coordination Agreement to the extent it
owns any Shares following such Compliant Change of Control Transaction, (ii) such transfer of
rights to and assumption of obligations by the Purchaser of Control shall not in itself require any
Televisa Investor’s approval hereunder or under any of the other Transaction Agreements or any
other agreement (without prejudice to any approvals expressly required for or in connection with,
or other rights expressly provided with respect to, the Compliant Change of Control Transaction,
the Change of



 


30









 






Control Procedures and other applicable provisions of the Transaction Documents), and
(iii) any Purchaser of Control can thereafter transfer all such rights (other than rights that it elects
to terminate) and all such obligations to any subsequent Purchaser of Control in connection with a
Compliant Change of Control Transaction; provided that none of the rights so transferred
shall be retained by or shared with the transferor Purchaser of Control and such subsequent
Purchaser of Control shall assume all of the Principal Investor Groups’ obligations under any and
all of the applicable Transaction Agreements (but excluding the obligations that continue to be
imposed on any transferor as an Other Holder under the Stockholders Agreement and as an Other
Investor under the Participation, Registration Rights and Coordination Agreement by virtue of any
Shares retained by such transferor), in each case, to the same extent as the transferor Purchaser
of Control was bound, and the transferor Purchaser of Control remains bound as an Other Holder
under the Stockholders Agreement and as an Other Investor under the Participation, Registration
Rights and Coordination Agreement to the extent that it owns any Shares following such Compliant
Change of Control Transaction. Notwithstanding any other provision in the Transaction Agreements
to the contrary, (x) the rights afforded to Principal Investors and Principal Investor Groups in
their capacity as such under this Agreement shall not terminate due to the Transfer of Shares held
by Principal Investors to a Purchaser of Control and the resulting reduction in the percentage
ownership of the Shares held by any Principal Investor shall not constitute a Principal Investor
Sell-Down for purposes of this Agreement, so long as all such rights are fully transferred to such
Purchaser of Control (and not retained by or shared with the transferors) and the obligations of
Principal Investors in their capacity as such under the Transaction Agreements are fully assumed by
such Purchaser of Control to the same extent as the transferors were bound, and (y) none of the
rights or obligations of any of the Principal Investors under the Service Agreements may be
assigned or transferred to, and assumed by, a Purchaser of Control (except for any rights or
obligations assigned or transferred by a Principal Investor to, or assumed by, a Purchaser of
Control who is its Affiliate).



3.3 Transfer Between PITV Investor Groups. Except for Transfers to Televisa Investors
by Principal Investors as contemplated by the other Transaction Agreements, no PITV Investor shall
Transfer Shares to another PITV Investor who is not a Permitted Transferee without the consent of
the Majority PITV Investors; provided, that for purposes of calculating the Majority PITV
Investors for this Section 3.3 only, the PITV Investors Groups of which the PITV Investors
who are the prospective transferor and transferee shall be disregarded.



4. COVENANTS.



4.1 Annual Budget. Subject to Section 4.4, the Company will furnish each PITV
Investor Group with a proposed annual operating budget for the Company and its subsidiaries, as
well as any proposed material modifications to such budget or notice of any proposed action that is
or would be reasonably likely to result in material variance therefrom.



4.2 Directors’ and Officers’ Insurance. The Company shall purchase, prior to the
Televisa Closing, and maintain for such periods as the Board shall in good faith determine
(provided that such period shall not be less than six (6) years following cessation of
service), at its expense, insurance in an amount determined in good faith by the Board to be
appropriate (provided that such amount shall not be lower than $25,000,000 unless otherwise
agreed by the Majority PITV Investors), on behalf of any person who after March 29, 2007 is or was
a director
or officer of the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, including any direct or indirect subsidiary of the Company, against any expense,
liability or loss asserted against such Person and incurred by such Person in any such capacity, or
arising out of such Person’s status as such, subject to customary exclusions. The provisions of
this Section 4.2 shall survive any termination of this Agreement.


 


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



4.3 Expenses. All reasonable costs and expenses incurred by any current or former
PITV Investor in (a) exercising or, to the extent successful, enforcing any rights afforded to such
current or former PITV Investor under this Agreement or the other Transaction Agreements, or (b)
amending, modifying, revising this Agreement or the other Transaction Agreements, shall be paid or
reimbursed by the Company. Costs and expenses subject to the preceding sentence shall include all
attorneys’ fees and charges and all accounting fees and charges. Notwithstanding anything to the
contrary herein, each PITV Investor shall be entitled to payment or reimbursement under this
Section 4.3 for so long as such PITV Investor owns Shares, irrespective of whether such
PITV Investor ceases to be a PITV Investor in accordance with the definition thereof;
provided, that such reimbursement shall not exceed $500,000 in the aggregate following such
time as a PITV Investor ceases to be a PITV Investor hereunder.



4.4 Disclosure of Confidential Information. At the request of the Chief Executive
Officer, the Company’s Chairman shall determine whether any information of the Company or any of
its subsidiaries should be deemed to be Confidential Information and whether any PITV Investor
should be treated as a Conflicted PITV Investor with respect thereto (other than the case in which
the Chairman is an Affiliate of such potential Conflicted PITV Investor, in which case the Chief
Executive Officer shall make such determination); provided that, notwithstanding the
determination of the Company’s Chairman and Chief Executive Officer, a PITV Investor will not be
treated as a Conflicted PITV Investor with respect to any information if either (i) all of the
other PITV Investors agree that such PITV Investor is not a Conflicted PITV Investor with respect
to such information, or (ii) a majority of the Board of Directors agree that such PITV Investor is
not a conflicted PITV Investor with respect to such information. In the event of uncertainty as to
whether any particular information should be classified as Confidential Information, the Chairman
and Chief Executive Officer should, acting reasonably, consult with the Company’s outside
competition counsel to assure the Company complies with the Company’s policies and applicable
competition and antitrust Laws. The Chairman and Chief Executive Officer also should, acting
reasonably, discuss with competition counsel any practical methods to limit the amount of
Confidential Information (e.g., by consolidating information on any single competitive market with
a broad group of markets that are not competitive vis-à-vis such Conflicted PITV Investor), with
the objective of providing as much meaningful information to Conflicted PITV Investors as is
practical under the circumstances and does not present a risk of violating or the appearance of
violating applicable competition or antitrust Laws. The Company, its subsidiaries, and their
respective directors, officers, employees, equity holders, agents and representatives, shall not
disclose Confidential Information with respect to which any PITV Investor has been found to be a
Conflicted PITV Investor to such Conflicted PITV Investor or any Affiliate thereof (including any
Board Observers designated by such PITV Investor). Each Conflicted PITV Investor shall cause any
member of the Board or Board Observer designated by such PITV Investor to recuse himself or herself
from any portion of a meeting of the Board regarding the applicable Confidential Information. The
PITV Investors, will use good faith efforts to conduct meetings of the Board (and its committees)
in a manner that limits the amount of time representatives of Conflicted PITV Investors are
required to be recused from the meetings. For the avoidance of doubt, Televisa Investors shall not
be deemed to be a Conflicted PITV Investor for ***-related matters (other than disputes under the
***).


 


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4.5 Company Debt. Each of the PITV Investors agrees that it will not, in its capacity
as a holder of any Indebtedness (other than, in the case of Televisa Investors, the TV Debentures
or successor securities thereof) of the Company or its subsidiaries, take action that would result
in an event of default or acceleration under such Indebtedness, or initiate an involuntary
bankruptcy filing with respect to the Company or any of its subsidiaries; provided,
however, that the foregoing shall not in any respect restrict any PITV Investor’s ability
to exercise its rights in the event of that the Company or any of its subsidiaries commences or
becomes subject to (voluntarily or involuntarily) any case, action or proceeding before any court
or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors or any general assignment for the
benefit of creditors, composition, marshaling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion of its creditors, in
each case undertaken under the Laws of any jurisdiction.



4.6 13D or 13G Filing. Upon the Company’s Initial Public Offering, the Majority PITV
Investors may require, upon the advice of counsel that such action is legally required, that each
PITV Investor participate in, provide all information necessary for the filing of, and duly
execute, a Schedule 13D or Schedule 13G, as applicable, “group” filing (without necessarily
acknowledging that the PITV Investors are a group) pursuant to the Exchange Act and Exchange Act
Rules with respect to the agreements among the PITV Investors and each such PITV Investor’s
ownership of the Company; provided that, except to the extent expressly required hereunder and by
the other Transaction Agreements, no PITV Investor will be required to act together for the purpose
of acquiring, holding, voting, disposing of or otherwise with respect to, Shares and such a
Schedule 13D or Schedule 13G filing shall not result in any PITV Investor being deemed to
constitute a group with any other PITV Investor(s) for any other purpose under any Transaction
Agreement.



4.7 Representations and Warranties of the Principal Investors. Except as set forth in
Schedule 4.7, each Principal Investor represents and warrants (for itself, and not on
behalf of or jointly with any other Principal Investor) to Televisa, as of October 3, 2010 and as
of the date hereof only, that:




	 	(i)	 	neither it nor any of its Affiliated Funds is party to or
is bound by any agreements with the other Principal Investor Groups
regarding the Company or its subsidiaries;




 


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	 	(ii)	 	it has not Transferred any of the equity securities of
the Company or any of its Affiliates acquired at the Merger Closing and,
since the Merger Closing, has not purchased, been issued, received or
otherwise acquired any equity securities of the Company or any of its
Affiliates, in each case other than (x) to members of the same Principal
Investor Group as itself or (y) in the Recapitalization;






	 	(iii)	 	except as otherwise disclosed to Televisa prior to
October 3, 2010, neither it nor any of its Affiliated Funds owns, directly
or indirectly, any Indebtedness of the Company or its subsidiaries;






	 	(iv)	 	it is not engaged in any negotiations or discussions to
sell all or any part of the Company or its ownership of the Company to any
party other than Televisa; and






	 	(v)	 	it has agreed for the benefit of the Company and the PITV
Investors that it will not be paid, and it hereby irrevocably waives any
right to payment, by the Company and its subsidiaries of any rights to or
compensation (including any transaction fees) in connection with the
Televisa Investment and any other transactions relating to subsequent
investments in the Company by Televisa expressly provided for by the
Transaction Agreements (including the Televisa Option, the Preferential
Right of First Refusal and the Preferential Participation Right) (for the
avoidance of doubt, (x) the PITV Investors may receive compensation pursuant
to the Service Agreements in the future in respect of securities offerings,
including Public Offerings, and acquisitions, financings and a Merger Exit,
even though Televisa has a preemptive right with respect thereto (but not
with respect to the Televisa Option, the Preferential Right of First Refusal
and the Preferential Participation Right) and (y) the Saban Arrangements are
not impacted by this clause (v)).





The representations and warranties set forth in this Section 4.7 shall expire on the
eighteen month anniversary of the Televisa Closing.



5. REMEDIES.



5.1 General. The parties hereto acknowledge that money damages are not an adequate
remedy for violations of this Agreement and that any party, in addition to any other rights and
remedies which the parties may have hereunder or at law or in equity, may, in his or its sole
discretion, apply to a court of competent jurisdiction for specific performance or injunction or
such other relief as such court may deem just and proper in order to enforce this Agreement or
prevent any violation hereof and, to the extent permitted by applicable Law, each party waives any
objection to the imposition of such relief. All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise or beginning of the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such rights, powers or remedies by such
party.


 


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6. LEGENDS.



6.1 Restrictive Legend. Each certificate representing Shares issued or transferred to
a PITV Investor shall have the following legend endorsed conspicuously thereupon:




“THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SALE,
ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TO THE PROVISIONS OF A
PRINCIPAL INVESTOR AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, TO WHICH THE
ISSUER AND CERTAIN OF ITS STOCKHOLDERS ARE PARTY. SUCH AGREEMENT INCLUDES
RESTRICTIONS AND LIMITATIONS ON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF
THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”



Any Person who acquires Shares which are not subject to all or part of the terms of this
Agreement shall have the right to have such legend (or the applicable portion thereof) removed from
certificates representing such Shares.



6.2 Stop Transfer Instruction. The Company will instruct any transfer agent not to
register the Transfer of any Shares until the conditions specified in the foregoing legend, this
Agreement, the Stockholders Agreement and the Participation, Registration Rights and Coordination
Agreement are satisfied.



6.3 Shares Held by Co-Investment Vehicles. Each Principal Investor Group agrees to
convert any shares of Class A Common Stock held by the Co-Investment Vehicles of such Principal
Investor Group at any time into shares of Class B Common Stock upon the receipt thereof by such
Co-Investment Vehicle.



6.4 Shares Held by Televisa. In the event any stockholder of the Company converts its
voting shares of Common Stock into non-voting shares of Common Stock, the Company shall promptly
notify Televisa of such conversion and the number of voting shares of Common Stock that is or will
be held by such stockholder and all stockholders following such conversion and shall provide the
Televisa Investors with a certificate signed by an authorized Senior Officer stating that such
conversion has occurred and the number of shares of Common Stock which have been converted and, if
actually known to the Company, the reasons for effectuating such conversion. Not later than the
fifteenth (15th) Business Day after the Televisa Investors receive such notice and
certificate, the Televisa Investors will convert (by delivery to the Company of (i) written notice
of such conversion and (ii) the certificate(s), duly endorsed for transfer, evidencing such shares
to be converted), and each Televisa Investor hereby authorizes the Company to convert on its
behalf, and such conversion shall be deemed to automatically have occurred, in the event it fails
to deliver to the Company within such 15 Business-Day period the items set forth in paragraphs (i)
and (ii) above, in accordance with the provisions of the Charter with respect to such Common Stock,
an amount of the Televisa Investors’ voting shares of Common Stock (pro-rata amongst



 


35









 






the
Televisa Investors, based on the number of voting shares
of Common Stock held by such Televisa Investors or as otherwise determined by Televisa) into
non-voting shares of Common Stock such that the Televisa Investors’ aggregate Equity Percentage
(but without regard to clause (a) of the definition of Equity Percentage) is no greater than the
Maximum Equity Percentage (i.e., if the Televisa Investors’ aggregate Equity Percentage (without
regard to clause (a) of the definition of Equity Percentage) is increased by the conversion by a
stockholder of the Company of its voting shares of Common Stock into non-voting shares of Common
Stock but the Televisa Investors’ aggregate Equity Percentage (without regard to clause (a) of the
definition of Equity Percentage) is as a result thereof less than or equal to the Maximum Equity
Percentage, then no conversion of any shares of Common Stock of Televisa Investors will be
required). In the event any stockholder of the Company converts its non-voting shares of Common
Stock into voting shares of Common Stock, the Company shall promptly notify the Televisa Investors
of such conversion and the number of non-voting shares of Common Stock that is or will be held by
such stockholder and all stockholders of the Company following such conversion and shall provide
the Televisa Investors with a certificate signed by an authorized Senior Officer stating that such
conversion has occurred and the number of shares of Common Stock which have been converted and, if
actually known to the Company, the reasons for effectuating such conversion. The Televisa
Investors will be permitted to convert (by delivery to the Company of (x) written notice of such
conversion and (y) the certificate(s), duly endorsed for transfer, evidencing such shares to be
converted), in accordance with the provisions of the Charter with respect to such Common Stock, an
amount of the Televisa Investors’ non-voting shares of Common Stock (pro-rata amongst the Televisa
Investors, based on the number of non-voting shares of Common Stock held by all Televisa Investors)
into voting shares of Common Stock up to the Maximum Equity Percentage. Notwithstanding the
foregoing, nothing contained herein shall be deemed to limit or restrict in any way the right of
the Televisa Investors, at any time and from time to time, to convert their non-voting shares of
Common Stock into voting shares of Common Stock up to the Maximum Equity Percentage. In each case,
the Company shall promptly thereafter issue and send to the applicable Televisa Investors new
certificates, registered in the name of such Televisa Investors, evidencing the applicable shares
of Common Stock into which such Televisa Investors converted their respective shares of Common
Stock. Notwithstanding the foregoing, the parties hereto agree and acknowledge that Televisa and
its Permitted Transferees shall have no obligation to procure the agreement of, or compliance by,
any Televisa Investor who is not a Permitted Transferee of Televisa and Televisa’s percentage of
voting shares shall not be adversely affected as a result of such non-compliance.



7. AMENDMENT, TERMINATION, ETC.



7.1 Oral Modifications. This Agreement may not be orally amended, modified, extended
or terminated, nor shall any oral waiver of any of its terms be effective.


 


36









 





7.2 Written Modifications. Subject to Sections 2.3.2 and 2.4 of this
Agreement, this Agreement may be amended, modified, extended, terminated or waived (an
“Amendment”), and the provisions hereof may be waived, only by an agreement in writing
signed by the Company and the Majority PITV Investors; provided, however, that:



7.2.1 (a) the consent of each of the Principal Investor Groups shall be required for any
Amendment of (i) the provisions of Sections 2.3.2, 2.6.1 and 2.6.5 (ii)
any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this
clause (a) of Section 7.2; (b) the consent of the Televisa Investors shall be
required for any Amendment to (i) the provisions of Sections 2.4, 2.5,
2.6, 2.7, 2.8, 2.10, 3.1, 4.1, 4.2,
4.4, 4.5, and 7.5 or (ii) this clause (a) and clause
(b) of Section 7.2 or the definitions used therein; and (c) the consent of each
PITV Investor or PITV Investor Group, as applicable, shall be required for any Amendment that
Discriminates against the rights of such PITV Investor or PITV Investor Group, as applicable,
as such under this Agreement as compared to the other PITV Investors or PITV Investor Groups,
as applicable. Each such Amendment shall be binding upon each party hereto and each holder of
Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto
may waive any right of such holder hereunder by an instrument in writing signed by such party
or holder. To the extent the Amendment of any Section of this Agreement would require a
specific consent pursuant to this Section 7.2, any Amendment to the definitions used in
such Section as applied to such Section shall also require the same specified consent.



7.3 Withdrawal from Agreement. Any holder of Shares who ceases to be a member of a
PITV Investor Group or is not a Purchaser of Control (each such holder, a “Withdrawing
Holder”) shall cease to be a party to this Agreement and shall no longer be subject to the
obligations of this Agreement or have rights under this Agreement; provided,
however, that any such Withdrawing Holder shall retain the indemnification, contribution
and reimbursement rights pursuant to Section 9.12 hereof with respect to any matter that
(a) may be an Indemnified Liability and (b) occurred prior to such withdrawal. This Agreement will
stay in effect with respect to Persons other than the Withdrawing Holders.




7.4 Termination; Effect of Termination.



7.4.1 This Agreement shall terminate and, except as provided herein, be of no further
effect, at such time as there are no longer any PITV Investors. For the avoidance of doubt,
this Agreement shall remain in effect after such time as there are no longer any Principal
Investors. No termination under this Agreement shall relieve any Person of liability for
breach prior to termination. In the event this Agreement is terminated, each PITV Investor
shall retain the right to payment and reimbursement of certain expenses in accordance with
Section 4.3 and (b) the indemnification, contribution and reimbursement rights pursuant
to Section 9.12 hereof with respect to any matter that (i) may be an Indemnified
Liability and (ii) occurred prior to such termination. In addition, the obligations of the
Company to maintain insurance pursuant to Section 4.2 hereof shall survive such
termination.


 


37









 






7.5 Federal Communications Laws and Antitrust Laws.



7.5.1 In the event that the Voting Principal Investors, after consultation with Company
counsel and a Non Voting Principal Investor’s counsel (so long as such counsel is appointed
promptly upon request by the Majority Voting Principal Investors), reasonably determine in good
faith that one or more provisions of this Agreement relating to the rights of Non Voting
Principal Investors in view of (i) an adverse Governmental
Authority’s decision, order, written notice or ruling directed against the Company, a
subsidiary thereof or such Non Voting Principal Investor, or (ii) a change in, modification,
amendment or enactment of, applicable Governmental Authority’s laws, regulations, rules,
decisions, orders, written notices, rulings, precedents or policies, are reasonably likely to
cause or result in a violation of one or more Federal Communications Laws, the Voting Principal
Investors, by unanimous vote, in the exercise of their reasonable good faith judgment, (A) in
the case of an adverse Governmental Authority’s decision, order, written notice or ruling
described in clause (i) above shall, and (B) otherwise, may, amend, modify and/or supplement
the provisions of this Agreement (including by way of adding new provisions) to the extent
deemed necessary in the good faith judgment of the Voting Principal Investors (by unanimous
vote) to prevent or cure any such violations, but in any case not in a manner that adversely
affects any Televisa Investor or its rights or obligations under any Transaction Agreement.
For the avoidance of doubt, restrictions imposed on the exercise of equityholders’ rights under
Federal Communications Laws involving a general analysis of facts and circumstances rather than
the promulgation of rules of general applicability will not be dispositive of whether the
rights granted hereunder will or will not violate such Laws, but will be considered in
conjunction with all facts and circumstances related to the Company’s compliance with such
Laws.



7.5.2 In the event that the Non Conflicted Principal Investors, after consultation with
Company counsel and a Conflicted Principal Investor’s counsel (so long as such counsel is
appointed promptly upon request by the Majority Non Conflicted Principal Investors), reasonably
determine in good faith that one or more provisions of this Agreement relating to the rights of
Conflicted Principal Investors in view of (i) an adverse Governmental Authority’s decision,
order, written notice or ruling directed against the Company, a subsidiary thereof or such
Conflicted Principal Investor, or (ii) a change in, modification, amendment or enactment of,
applicable Governmental Authority’s laws, regulations, rules, decisions, orders, written
notices, rulings, precedents or policies, are reasonably likely to cause or result in a
violation of one or more Antitrust Laws, the Non Conflicted Principal Investors, by unanimous
vote, in the exercise of their reasonable good faith judgment, (A) in the case of an adverse
Governmental Authority’s decision, order, written notice or ruling described in clause (i)
above shall, and (B) otherwise, may, amend, modify and/or supplement the provisions of this
Agreement (including by way of adding new provisions) to the extent deemed necessary in the
good faith judgment of the Non Conflicted Principal Investors (by unanimous vote) to prevent or
cure any such violations, but in any case not in a manner that adversely affects any Televisa
Investor or its rights or obligations under any Transaction Agreement.



7.5.3 In the event a Non Voting Principal Investor, after consultation with Company
counsel, determines that one or more provisions of this Agreement relating to the rights of
Voting Principal Investors can lawfully be held or exercised by Non Voting Principal Investors
due to modifications in applicable Federal Communications Laws, the parties to this Agreement
shall negotiate in good faith, and in consultation with Company counsel, to amend, modify
and/or supplement the provisions hereto as is appropriate to permit such right to be held or
exercised, but in any case not in a manner that adversely affects any Televisa
Investor or its rights or obligations under any Transaction Agreement; provided
that no such amendment, modification and/or supplement shall be made without the unanimous
consent of all Voting Principal Investors.


 


38









 





7.5.4 In the event a Conflicted Principal Investor, after consultation with Company
counsel, determines that one or more provisions of this Agreement relating to the rights of Non
Conflicted Principal Investors can lawfully be held or exercised by Conflicted Principal
Investors due to modifications in applicable Antitrust Laws, the parties to this Agreement
shall negotiate in good faith, and in consultation with Company counsel, to amend, modify
and/or supplement the provisions hereto as is appropriate to permit such right to be held or
exercised, but in any case not in a manner that adversely affects any Televisa Investor or its
rights or obligations under any Transaction Agreement; provided that no such amendment,
modification and/or supplement shall be made without the unanimous consent of all Non
Conflicted Principal Investors.



7.5.5 Any PITV Investor may, from time to time and at any time, waive, permanently or
temporarily, any of its rights under this Agreement upon a written notice to the Company.



7.5.6 The parties hereto agree to use their respective commercially reasonable efforts to
execute and deliver such documents and other information and make such filings with
Governmental Authorities as may be required to permit a Voting Principal Investor to become a
Non Voting Principal Investor.



8. DEFINITIONS. For purposes of this Agreement:



8.1 Certain Matters of Construction. In addition to the definitions referred to or
set forth below in this Section 8:




	 	(i)	 	The words “hereof’, “herein”, “hereunder” and words of
similar import shall refer to this Agreement as a whole and not to any
particular Section or provision of this Agreement, and reference to a
particular Section of this Agreement shall include all subsections thereof;






	 	(ii)	 	The word “including” shall mean including, without
limitation;






	 	(iii)	 	Definitions shall be equally applicable to both nouns
and verbs and the singular and plural forms of the terms defined;






	 	(iv)	 	The masculine, feminine and neuter genders shall each
include the other;






	 	(v)	 	For the avoidance of doubt, unless otherwise specified,
the term “outstanding,” as used in this Agreement in reference to capital
stock, shall not include Convertible Securities or shares issuable upon
conversion, exchange or exercise thereof, and as used in this Agreement
in reference to Convertible Securities, shall mean Convertible Securities
that are outstanding (without giving effect to the conversion, exchange or
exercise of such Convertible Securities); and




 


39









 











	 	(vi)	 	For the avoidance of doubt, “fully diluted” as used in
this Agreement in reference to capital stock, shall mean after giving effect
to the conversion, exchange or exercise of all outstanding Convertible
Securities.






8.2 Definitions. The following terms shall have the following meanings:



“2007 Equity Incentive Plan” shall mean the Broadcasting Media Partners, Inc. 2007
Equity Incentive Plan, effective as of March 27, 2007, as amended from time to time, or any
successor or additional Company management equity incentive plan approved by the Company’s Board.




“2007 Principal Investor Agreement” shall have the meaning set forth in the Recitals.



“2010 Equity Incentive Plan” shall mean the Broadcasting Media Partners, Inc. Equity
Incentive Plan, effective as of the date hereof, as amended from time to time, or any successor or
additional Company management equity incentive plan approved by the Board.




“2010 Principal Investor Agreement” shall have the meaning set forth in the Recitals.




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




“Acquisition Sub” shall have the meaning set forth in the Recitals.



“Acquisition Target” shall mean any one or more assets (including any equity interests
in any Person) or businesses that the Company or any subsidiary thereof intends to purchase, rent,
lease in, license in, exchange or otherwise acquire; provided, that the management of the
Company or any subsidiary thereof shall have notified the Board of such intention in writing.



“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 Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders
(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.


 


40









 





“Agreement” shall have the meaning set forth in the Preamble, as amended from time to
time.




“Amendment” shall have the meaning set forth in Section 7.2.



“Antitrust Laws” shall mean any federal, foreign or state law now or hereafter in
effect (and any regulation thereunder), including the Sherman Act, the Clayton Act and the
Hart-Scott-Rodino Act, in each case as amended, and regulations or policies promulgated thereunder,
pertaining to antitrust, competition or fair trade matters.




“Audit Committee” shall have the meaning set forth in Section 2.6.



“Bankruptcy Code” shall mean Chapter 11 of Title 11 of the United States Code, as
amended from time to time and any successor statute and all rules and regulations promulgated
thereunder.




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




“BMPS1” shall mean BMPI Services, 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” shall have the meaning set forth in the Recitals.



“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.



“BOFAS” shall have the meaning set forth in the definition of “Existing Debt
Documents.”



“Board” shall mean the board of directors of the Company or any authorized committee
thereof.




“Board Nominee” shall have the meaning set forth in Section 2.5.2(ii).




“Board Observer” shall have the meaning set forth in Section 2.5.4.




“Board Seat Assignee” shall have the meaning set forth in Section 2.5.3(i).



“Business” shall mean the business of the Company and its subsidiaries conducted at
any given time or which the Board has authorized the Company to develop or pursue (by acquisition
or otherwise), which currently consist of (primarily but not necessarily exclusively)
Spanish-language media in the U.S., including Spanish-language television broadcast networks,
Spanish-language radio broadcast networks, ownership and operation of Spanish-language television
and radio stations and Spanish-language Internet portals.


 


41









 





“Business Day” shall mean any day that is not a Saturday, a Sunday or other day on
which banks are required or authorized by Law to be closed in the City of New York or Mexico.




“Chairman” shall mean the Chairman of the Board.




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



“Change of Control Procedures” shall have the meaning set forth in the Stockholders
Agreement.



“Charter” shall mean the Amended and Restated Certificate of Incorporation of the
Company, as filed with the Delaware Secretary of State, on the date hereof, as may thereafter be
amended from time to time.



“Class A Common Stock” shall mean the voting Class A Common Stock, par value $.001 per
share, of the Company 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.



“Class B Common Stock” shall mean the nonvoting Class B Common Stock, par value $.001
per share, of the Company 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 Company 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 Company 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.


 


42









 




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




“Commercial Agreements” shall mean the Program License Agreement (and all agreements
ancillary thereto for programming rights granted to the Company), the Second Program License
Agreement, the IPRA Amendment, the Sales Agency Agreement and the Mexico License Agreement.



“Common Stock” shall mean the common stock of the Company, including the Class A
Common Stock, the Class B Common Stock, the Class C Common Stock and the Class D Common Stock.




“Company” shall have the meaning set forth in the Preamble.




“Compensation Committee” shall have the meaning set forth in Section 2.6.




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



“Compliant Change of Control Transaction” shall have the meaning set forth in the
Stockholders Agreement.



“Confidential Information” shall mean, without limitation to any provision of the
Stockholders Agreement, any confidential or proprietary information or other competitively
sensitive information, including information regarding strategic plans, sales, marketing, talent
contracts, acquisition targets, and current or future pricing obtained from the Company or any
subsidiary thereof, unless such confidential information (a) is known or becomes known to the
public in general (other than as a result of a breach of this Agreement or the divulging Persons’
contractual or fiduciary obligations to the Company), (b) is or has been independently developed or
conceived by the party holding such information without use of the Company’s or its subsidiaries’
Confidential Information, or (c) is or has been made known or disclosed to the party holding such
information by a third party without a breach of any obligation of confidentiality such third party
may have to the Company or any of its subsidiaries that is known to such party.



“Conflicted PITV Investor” shall mean as of any applicable time, with respect to any
Confidential Information of the Company or its subsidiaries relating to, or that would be
reasonably likely to affect, any portion of the Business (including an Acquisition Target or its
acquisition by the Company or any subsidiary thereof), any PITV Investor or an Affiliate thereof,
which has a material conflict of interest to which such Confidential Information is reasonably
directly related. For the purpose of this definition, the ownership by a PITV Investor alone or
together with its Affiliates of less than *** of each class of the voting securities of a
Competitor *** shall not alone result in the PITV Investor being deemed to be a Conflicted PITV
Investor pursuant to the preceding sentence. If any member of a PITV Investor Group or any of its
Affiliates is a Conflicted PITV Investor, the Principal Investor Group of which it is a member
shall also be a “Conflicted PITV Investor.” For the avoidance of doubt, the Televisa
Investors shall not be deemed to be a Conflicted PITV Investor solely as a result of discussions by
the Board or a committee thereof or information related to (i) the *** (other than disputes under
any such agreement) or (ii) compliance with Federal Communications Laws.


 


43









 





“Conflicted Principal Investor” shall mean any Principal Investor who is a Conflicted
PITV Investor.



“Contract” shall mean any note, bond, mortgage, indenture, loan or credit agreement,
or any other contract, agreement, lease, license, deed of trust, permit, franchise or other
instrument or obligation.



“control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise.



“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.




“Covered Matters” shall have the meaning set forth in Section 10.1.



“DBSI” shall have the meaning set forth in the definition of “Existing Debt
Documents.”




“Debt Committee” shall have the meaning set forth in Section 2.6.



“DMA” shall mean designated market areas as defined from time to time by Nielsen Media
Research Company.



“Discriminate(s)” and “Discrimination” shall mean, with respect to a specified
Person, to discriminate against such specified Person as compared to other applicable parties in a
manner that is, or is reasonably expected to be, (a) with respect to all Persons other than the
Televisa Investors, materially and disproportionately adverse to such specified Person and, (b)
with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.



“Equity Incentive Plans” shall mean the 2007 Equity Incentive Plan and the 2010 Equity
Incentive Plan, collectively.




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



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



“Exchange Act Rules” shall mean the rules adopted by the Securities and Exchange
Commission under the Exchange Act.



“Executive Committee” shall have the meaning set forth in Section 2.6.


 


44









 





“Existing Debt Documents” shall mean (i) that certain Credit Agreement dated as of
March 29, 2007 by and among Univision, Univision of Puerto Rico Inc., the lenders party thereto,
and Deutsche Bank AG New York Branch, as Administrative Agent and First-Lien Collateral Agent for
the First-Lien Lenders and as Administrative Agent and Second-Lien Collateral Agent for the
Second-Lien Lenders, Deutsche Bank Securities Inc. (“DBSI”) and Banc Of America Securities
LLC (“BOFAS”), as Joint Lead Arrangers for the First-Lien Facilities, DBSI and Credit
Suisse, as Joint Lead Arrangers for the Second-Lien Facility, BOFAS, as documentation agent, and
Credit Suisse, Cayman Islands Branch, Wachovia Bank, National Association, The Royal Bank Of
Scotland, PLC and Lehman Brothers Inc., as joint syndication agents, as amended on June 19, 2009
and October 26, 2010, and as further amended from time to time, the outstanding 7.85% Univision
Senior Notes due on July 15, 2011, (iii) the outstanding 9.75%/10.50% Univision Senior Notes due on
March 15, 2015, (iv) the outstanding 12.00% Univision Senior Secured Notes due July 1, 2014, (v)
the outstanding 7.875% Univision Senior Secured Notes due on November 1, 2020 and (vi) the
outstanding 8.5% Univision Senior Unsecured Notes due on May 15, 2021.



“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.



“GAAP” shall mean United States generally accepted accounting principles as in effect
on the date of the Televisa Closing.



“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.


 


45









 





“Indebtedness” shall mean, as of any date of determination, any indebtedness
(including principal and any premium) of the Company and its consolidated subsidiaries on a
consolidated basis which both (a) customarily bears interest on the outstanding principal amount
thereof and (b) appears as a liability upon a balance sheet (excluding the footnotes thereto) of
such Person prepared in accordance with GAAP (including any guaranty by the Company and its
consolidated subsidiaries of the foregoing types of Indebtedness of any third party and any
such Indebtedness of any third party which is secured by a Lien on the assets of the Company or its
consolidated subsidiaries) plus, without duplication, the aggregate outstanding principal amount of
the TV Debentures. Notwithstanding the foregoing, in no event shall “Indebtedness” be
deemed to include (i) non-interest bearing contingent obligations incurred in the ordinary course
of business, (ii) inter-company indebtedness, (iii) trade payables or similar obligations to trade
creditors in the ordinary course of business, (iv) non-interest bearing liabilities accrued in the
ordinary course of business, (v) any amounts attributable to a lease which, if in effect at the
time of the Televisa Closing would have been characterized as an “operating lease” under GAAP, (vi)
any derivative instrument in the ordinary course of business intended to provide an accounting or
economic hedge of the indebtedness of the Company and its subsidiaries, (vii) the Letter of Credit
issued to Televisa upon the Televisa Closing and any related reimbursement obligations, including
fees or margin pertaining thereto in favor of Televisa, as further described in the Letter of
Credit or (viii) payments under the Program License Agreement, the Mexico License Agreement, the
IPRA Amendment or the Sales Agency Agreement. For the avoidance of doubt, Indebtedness shall be
calculated consistent with the illustrative example set forth in Schedule 8.2 to this Agreement.




“Indemnified Liabilities” shall have the meaning set forth in Section 9.12.1.




“Indemnitees” shall have the meaning set forth in Section 9.12.1.



“Independence” shall mean meeting the test for independent director status as set
forth in the New York Stock Exchange Listing Standards §303A.02.



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




“Interim Charter” shall have the meaning set forth in the Recitals.




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




“IPRA Amendment” shall have the meaning set forth in the Investment Agreement.



“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.



“Lien” shall mean with respect to any asset, any mortgage, lien (statutory or
otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance
of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under
applicable law, including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; provided that in no event shall an operating lease or the
restrictions
on transfer under applicable state and federal securities and Federal Communications Laws and
the Transaction Agreements be deemed to constitute a Lien.


 


46









 





“Majority in Interest” shall mean with respect to Shares 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 Non Conflicted Principal Investors” shall mean as of any applicable time,
with respect to any Confidential Information, (a) Principal Investor Groups (excluding, in each
case, Co-Investment Vehicles that constitute part of such Principal Investor Group) that do not
include Conflicted PITV Investors with respect to such Confidential Information and that, in the
aggregate, hold at least sixty percent 60% of the outstanding Common Stock then held by all
Principal Investor Groups that do not include Conflicted PITV Investors with respect to such
Confidential Information (without taking into account Shares held by Co-Investment Vehicles that
are part of such Group) and (b) a majority of the Principal Investor Groups that do not include
Conflicted PITV Investors with respect to such Confidential Information (without taking into
account Shares held by Co-Investment Vehicles that are part of such Group); provided, that
if the aggregate number of Principal Investor Groups that do not include Conflicted PITV Investors
with respect to such Confidential Information is an even number and a majority of the Principal
Investor Groups that do not include Conflicted PITV Investors with respect to such Confidential
Information has not reached agreement or consented with respect to a matter, the term “Majority Non
Conflicted Principal Investors” shall be determined by reference to paragraph (a) of this
definition only.



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



“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.


 


47









 





“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.



“Majority Voting 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 Class A
Common Stock then held by all Voting Principal Investor Groups (without taking into account Shares
held by Co-Investment Vehicles that are part of such Group) and (b) a majority of the Voting
Principal Investor Groups; provided, that if the aggregate number of Voting Principal
Investor Groups is an even number and a majority of the Voting Principal Investor Groups has not
reached agreement or consented with respect to a matter, the term “Majority Voting Principal
Investors” shall have the meaning set 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
that are not Permitted Transferees of such Principal 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 Principal Investor Groups and the Majority Voting Principal Investors in
accordance with Section 3.8 of the Stockholders Agreement.


 


48









 





“Management Review and Succession Committee” shall have the meaning set forth in
Section 2.6.



“Maximum Equity Percentage” shall have the meaning set forth in the Stockholders
Agreement.



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



“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 Company or any Affiliate thereof, and (iii) such entity is a
Stockholder and 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 this Agreement.



“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 is then a Stockholder and
holds any Shares.




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




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




“Merger Closing” shall have the meaning set forth in the Recitals.




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



“Mexico License Agreement” shall have the meaning set forth in the Investment
Agreement.



“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).



“Nominating Committee” shall have the meaning set forth in Section 2.6.


 


49









 





“Non Conflicted Principal Investor” and “Non Conflicted Principal Investor
Group” shall mean a Principal Investor or a Principal Investor Group, as applicable, which is
not a Conflicted Principal Investor or a Conflicted Principal Investor Group, as applicable.



“Non-Related PITV Groups” shall have the definition set forth in the definition of
“PITV Investor Majority”.



“Non Voting Principal Investor” shall mean a Principal Investor which is not a Voting
Principal Investor.



“Non Voting Principal Investor Group” shall mean a Principal Investor Group which is
not a Voting Principal Investor Group.



“Open Market Purchase Rights” shall have the meaning set forth in the Investment
Agreement.



“Options” shall mean any options to subscribe for, purchase or otherwise directly
acquire Common Stock, other than (i) any such option held by the Company or any direct or indirect
subsidiary thereof or (ii) any right to purchase shares of Common Stock pursuant to the
Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement.



“Participation, Registration Rights and Coordination Agreement” shall mean the Amended
and Restated Participation, Registration Rights and Coordination Agreement of the Company, 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 is then a Stockholder and 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 Company or any Affiliate thereof, and (iii) such entity is a
Stockholder and 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 this Agreement.



“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 is then a Stockholder and
holds any Shares.


 


50









 





“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 may 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 this Agreement provides 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.


 


51









 





“PITV Investor Majority” shall mean, with respect to a transaction between the Company
or one of its subsidiaries on the one hand and a PITV Investor Group (or any member thereof) or one
of its, or their, Affiliates on the other (a “Related PITV Group”), (a) (i) PITV Investor
Groups that are not and whose Affiliates are not Related PITV Groups with respect to such
transaction (“Non-Related PITV Groups”) and who, in the aggregate, hold a Majority in
Interest of the outstanding Common Stock then held by all Non-Related PITV Groups and (ii) a
majority
of the Non-Related PITV Groups, (b) if the aggregate number of Non-Related PITV Groups is two
and both of the Non-Related PITV Groups have not reached agreement or consented with respect to the
transaction, “PITV Investor Majority” shall have the meaning set in clause (a) (i) of this
definition only, or (c) if each PITV Investor Group and/or an Affiliate of each PITV Investor Group
is a Related PITV Group with respect to such transaction, the Majority PITV Investors;
provided, that in the case of clause (c), no PITV Investor Group may be treated in a
disproportionately adverse manner with respect to other PITV Investor Groups in such transaction;
provided, further, that no Principal Investor Group shall be deemed to be a PITV
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 that are not
Permitted Transferees of such Principal 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 Investor Groups and
the transferor PITV Investor Groups in accordance with Section 3.8 of the Stockholders
Agreement. For the avoidance of doubt, the approval of the PITV Investor Majority shall not be
required to effectuate a Change of Control transaction pursuant to Section 4.2 of the Stockholders
Agreement, a Recapitalization Transaction pursuant to Section 4.3 of the Stockholders Agreement, a
Sponsor Sale pursuant to Section 4.7 of the Stockholders Agreement or a Merger Exit pursuant to
Section 4.8 of the Stockholders Agreement on the terms set forth therein.



“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 Participation Right” shall have the meaning set forth in the
Participation, Registration Rights and Coordination Agreement.



“Preferential Rights” shall mean the Open Market Purchase Rights, the Televisa Option,
the Preferential Participation Right and the Preferential Right of First Refusal.



“Preferential Right of First Refusal” shall have the meaning set forth in the
Stockholders Agreement.




“Principal Investor” shall have the meaning set forth in the Preamble.


 


52









 





“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 right 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 this Agreement provides 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.



“Program License Agreement” shall have the meaning given to “Amended and Restated
Program License Agreement” in the Investment 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.




“Purchaser of Control” shall have the meaning set forth in the Stockholders Agreement.



“Qualified Public Offering” shall have the meaning set forth in the Stockholders
Agreement.




“Recapitalization” shall have the meaning set forth in the Recitals.




“Recapitalization Agreement” shall have the meaning set forth in the Recitals.



“Related Party” shall mean, with respect to the Company and/or its subsidiaries, (i)
any of their Affiliates, (ii) any Principal Investor, Principal Investor Group or any of their
respective Affiliates, or their respective Affiliated Funds, and (iii) any current officer or
director of the Company or any of its subsidiaries.




“Related Party Transaction” shall have the meaning set forth in Section 2.6.6.



“Related Party Transactions Committee” shall have the meaning set forth in Section
2.6.



“Related PITV Group” shall have the meaning set forth in the definition of PITV
Investor Majority.



“Revolving Credit Facility” shall mean the Revolving Loans (as defined in the
Revolving Credit Facility) drawn under the Existing Debt Documents, or any successor agreements
thereto as approved by the Board.



“Saban” shall have the meaning set forth in the definition of “Permitted
Transferee.”


 


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“Saban Arrangements” shall mean the arrangements reflected in the Saban Services
Agreement, the BMPS1 LLC Agreement or the BMPS2 LLC Agreement, as amended from time to time.



“Saban Services Agreement” shall mean the Amended and Restated Services Agreement, by
and between the Company, SCG Investments IIB LLC, BMPI Services LLC and BMPI Services II, LLC,
dated as of the date hereof, as amended from time to time.




“Sales Agency Agreement” shall have the meaning set forth in the Investment Agreement.



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



“Second Program License Agreement” shall have the meaning set forth in the Investment
Agreement.



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




“Senior Officer” shall have the meaning set forth in the Investment Agreement.




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




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



“Side Letter Agreements” shall mean the side letter agreements entered into by and
among the Principal Investors and Televisa, dated as of October 3, 2010.




“Special Meeting Notice” shall have the meaning set forth in Section 2.7.1.




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



“Stockholders Agreement” shall mean the Amended and Restated Stockholders Agreement of
the Company, 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 have the meaning set forth in the Preamble.



“Televisa Board Designee” shall have the meaning set forth in Section
2.5.3(i).



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


 


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



“Televisa Investors” shall mean, as of any date, collectively, (i) Televisa and any
Permitted Transferee of 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 Company (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 Company (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.




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




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




“Third Party Claim” shall have the meaning set forth in Section 9.12.2.



“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 is then a Stockholder and holds any Shares.



“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 Company or any Affiliate thereof, and (iii) such entity is a Stockholder and owns
Shares. 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 this Agreement.



“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 is then a Stockholder and
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.


 


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“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 is then a Stockholder and 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 Company or any Affiliate thereof, and (iii) such entity is a
Stockholder and 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 this Agreement.



“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 is then a Stockholder and
holds any Shares.



“Transaction Agreements” shall mean this Agreement, the Investment Agreement, the
Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, the TV
Debentures, the TV Warrants, the Service Agreements and the Charter and the bylaws of the Company,
the organizational documents of BMPH and Univision and the Letter of Credit (as defined in the
Investment Agreement).



“Transfer” shall mean any sale, pledge, 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 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.


 


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



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



“TV Warrants” shall mean the Company 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.




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




“Venevision” shall mean Venevision International, Inc. and any Affiliate thereof.



“Voting Principal Investor” and “Voting Principal Investor Group” shall mean,
as of any time, Principal Investors then holding, alone or together with their Affiliates, directly
or indirectly, 5% or more of the voting equity of the Company or BMPH.




“Withdrawing Holder” shall have the meaning set forth in Section 7.3.



9. MISCELLANEOUS.



9.1 Authority; Effect. Each party hereto, severally and not jointly, represents and
warrants to and agrees with each other party that (a) the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized on behalf of
such party and do not violate any agreement or other instrument applicable to such party or by
which its assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation
of such party, enforceable against such party in accordance with its terms, except to the extent
that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy,
insolvency, reorganization, moratorium and other Laws of general application affecting the rights
and remedies of creditors generally, and (ii) general principles of equity. This Agreement does
not, and shall not be construed to, give rise to the creation of a partnership among any of the
parties hereto, or to constitute any of such parties members of a joint venture or other
association. The Company and BMPH shall be jointly and severally liable for all obligations of each
such party pursuant to this Agreement.


 


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9.2 Notices. Any notices and other communications required or permitted in this
Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or
(c) sent by overnight courier, in each case, addressed as follows:




If to the Company, BMPH or Univision, to it:




c/o Univision Communications Inc.

5999 Center Drive

Los Angeles, California 90045

Facsimile No.: (310) 556-1526

Attention: General Counsel




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




Weil, Gotshal & Manges LLP

50 Kennedy Plaza, 11th Floor

Providence, Rhode Island 02903

Facsimile No.: (401) 278-4701

Attention: David K. Duffell, Esq.




if to a MDP Investor or to the MDP Principal Investor Group, to it:




c/o Madison Dearborn Partners

Three First National Plaza, suite 3800

Chicago, Illinois, 60602

Facsimile No.: (312) 895-1221

Attention: Michael P. Cole




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




Three First National Plaza, suite 3800

Chicago, Illinois, 60602

Facsimile No.: (312) 895-1041

Attention: Mark Tresnowski, Esq.




if to a PEP Investor or to the PEP Principal Investor Group, to it:




c/o Providence Equity Partners Inc.

50 Kennedy Plaza, 18th Floor

Providence, Rhode Island 02903

Facsimile No.: (401) 751-1790

Attention: Jonathan M. Nelson




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




Weil, Gotshal & Manges LLP

50 Kennedy Plaza, 11th Floor

Providence, Rhode Island 02903

Facsimile No.: (401) 278-4701

Attention: David K. Duffell, Esq.


 


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If to a SCG Investor or to the SCG Principal Investor Group, to it:




c/o Saban Capital Group

10100 Santa Monica Boulevard

Los Angeles, California 90067

Facsimile No.: (310) 557-5100

Attention: Adam Chesnoff




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




10100 Santa Monica Boulevard

Suite 2600

Los Angeles, California 90067

Facsimile No.: (310) 557-5103

Attention: Niveen Tadros, Esq.




If to a Televisa Investor, to it:




c/o Grupo Televisa, S.A.B.

Building A, 4th Floor

No. 2000 Colonia Santa Fe

Mexico, DF /01210 / Mexico

Facsimile No.: +52 55 5261 2494

Attention: General Counsel




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




Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Facsimile No.: (212) 403-2000

Attention: Joshua R. Cammaker


 


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If to a THL Investor or to the THL Principal Investor Group, to it:




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

100 Federal Street, 35th Floor

Boston, Massachusetts 02110

Facsimile No.: (617) 227-3514

Attention: Scott Sperling




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




Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

Facsimile No.: (617) 772-8333

Attention: David P. Kreisler, Esq.




If to a TPG Investor or to the TPG Principal Investor Group, to it:




c/o Texas Pacific Group

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Facsimile No.: (817) 871-4010

Attention: Ronald Cami




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




Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Facsimile No.: (212) 225-3999

Attention: Paul J. Shim, Esq. and Glenn P. McGrory, Esq.



Notice to the holder of record of any shares of capital stock shall be deemed to be notice to
the holder of such shares for all purposes hereof.



Unless otherwise specified herein, such notices or other communications shall be deemed
effective (x) on the date received, if personally delivered, (y) on the date received if delivered
by facsimile on a Business Day, or if not delivered on a Business Day, on the, first Business Day
thereafter, and (z) seven (7) Business Days after being sent by overnight courier. Each of the
parties hereto shall be entitled to specify a different address by giving notice as aforesaid to
each of the other parties hereto.



9.3 Entire Agreement; No Assignment. This Agreement, the Transaction Agreements, any
exhibits or schedules hereto or thereto and any other agreement, document or instrument referred to
herein or therein set forth the entire understanding and agreement of the parties, and supersede
all prior agreements, arrangements and communications, whether oral or written, with respect to the
subject matter hereof (including the Memorandum of Understanding, dated October 4, 2010, by and
among certain of the parties hereto and the Side Letter
Agreements). Except as otherwise expressly provided herein or therein, no PITV Investor or
other party hereto may assign any of its respective rights or delegate any of its respective
obligations under this Agreement without the prior written consent of the other parties hereto, and
any attempted assignment or delegation in violation of the foregoing shall be null and void.


 


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9.4 No Third Party Beneficiaries. Nothing expressed or referred to in this Agreement
will be construed to give any Person, other than the parties to this Agreement and their permitted
transferees, any legal or equitable right, remedy or claim under or with respect to this Agreement
or any provision of this Agreement; provided, that the provisions of Sections 4.2
and 9.12 are intended to benefit the persons named therein and that such persons shall have
the right to enforce such provisions.



9.5 No Partnership, Agency, or Joint Venture. This Agreement is intended to create,
and creates, a contractual relationship and is not intended to create, and does not create, any
agency, partnership, joint venture or any like relationship between the parties hereto.



9.6 No Waiver. The failure of any party hereto to exercise any right, power or remedy
provided under this Agreement or otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with his or its obligations hereunder, and any
custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver
by such party of his or its right to exercise any such or other right, power or remedy or to demand
such compliance.



9.7 Descriptive Heading. The descriptive headings of this Agreement are for
convenience of reference only, are not to be considered a part hereof and shall not be construed to
define or limit any of the terms or provisions hereof.



9.8 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one instrument.
A facsimile signature shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original.



9.9 Severability. In the event that any provision hereof would, under applicable Law
(other than Federal Communications Laws, in which case any modification or limitation must be
agreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the other
hand (or if there are no Principal Investors, the agreement of Televisa and the Board of the
Company shall be required)), be invalid or unenforceable in any respect, such provision shall be
construed by modifying or limiting it so as to be valid and enforceable to the maximum extent
compatible with, and possible under, applicable Law. The provisions hereof are severable, and in
the event any provision hereof should be held invalid or unenforceable in any respect pursuant to
the preceding sentence, it shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.


 


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9.10 No Recourse. Notwithstanding anything that may be expressed or implied in this
Agreement, and notwithstanding the fact that certain of the Principal Investors may be partnerships
or limited liability companies, each party to this Agreement covenants, agrees and
acknowledges that no recourse under this Agreement or any documents or instruments delivered
in connection with this Agreement shall be had against any current or future director, officer,
employee, general or limited partner, member or manager of any PITV Investor or of any partner,
member, manager, Affiliate or assignee thereof, in its capacity as such (and provided that,
for the avoidance of doubt, such recourse may be had against any such person in its capacity as a
party signatory hereto, if applicable), whether by the enforcement of any assessment or by any
legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it
being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be
imposed on or otherwise be incurred by any current or future officer, agent or employee of any PITV
Investor or any current or future member of any PITV Investor or any current or future director,
officer, employee, partner, member or manager of any PITV Investor or of any Affiliate or assignee
thereof, in its capacity as such (and provided that, for the avoidance of doubt, such
recourse may be had against such Person in its capacity as a party hereto, if applicable), for any
obligation of any PITV Investor under this Agreement or any documents or instruments delivered in
connection with this Agreement for any claim based on, in respect of or by reason of such
obligations or their creation.



9.11 Obligations of Company, BMPH and Univision. Each of the Company, BMPH and
Univision shall be jointly and severally liable for any payment obligation of any of the Company,
BMPH or Univision pursuant to this Agreement.




9.12 Indemnity and Liability, Reimbursement.



9.12.1 Indemnification by the Company, BMPH and Univision. Each of the Company,
BMPH and Univision, jointly and severally, will indemnify, exonerate and hold each of the PITV
Investors, and each of their respective partners, shareholders, members, Affiliates, directors,
officers, fiduciaries, managers, controlling Persons, employees and agents and each of the
partners, shareholders, members, Affiliates, directors, officers, fiduciaries, managers,
controlling Persons, employees and agents of each of the foregoing (collectively, the
“Indemnitees”) free and harmless from and against any and all actions, causes of
action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in
connection therewith (including reasonable attorneys’ and accountants’ fees and expenses)
incurred by the Indemnitees or any of them before or after the date of this Agreement
(collectively, the “Indemnified Liabilities”) solely in respect of or in connection
with, any Third Party Claims arising as a result of, arising out of, or in any way relating to:




	 	(a)	 	(i) this Agreement, (ii) the Merger Agreement, the Merger, the other
Transaction Agreements or any other transactions contemplated by the Merger Agreement
and the other Transaction Agreements and the Principal Investors’ investment in the
Company and its subsidiaries, (iii) the Investment Agreement and the Televisa
Investment or (iv) any transaction to which any of the Company, BMPH or Univision is a
party or any other circumstances with respect to any of the Company, BMPH or Univision
(other than any such Indemnified Liabilities to the extent such Indemnified Liabilities
arise out of any breach of the Transaction Agreements by such Indemnitee or its
affiliated or associated Indemnitees or other related Persons); or




 


62









 











	 	(b)	 	operations of, or services provided by any of the Indemnitees to, any of the
Company, BMPH or Univision, or any of their Affiliates pursuant to the Service
Agreements;





provided that the foregoing indemnification rights shall not be available in the event
that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or
willful misconduct; provided further that, if and to the extent that the
foregoing undertaking may be unavailable or unenforceable for any reason, the Company, BMPH or
Univision will make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable Law. For purposes of this
Section 9.12.1, none of the circumstances described in the limitations contained in the
two provisos in the immediately preceding sentence shall be deemed to apply absent a final
non-appealable judgment of a court of competent jurisdiction to such effect, in which case to
the extent any such limitation is so determined to apply to any Indemnitee as to any previously
advanced indemnity payments made by any of the Company, BMPH or Univision, then such payments
shall be promptly repaid by such Indemnitee to the Company, BMPH and Univision.



9.12.2 The rights of any Indemnitee to indemnification hereunder will be in addition to
any other rights any such Person may have under any other agreement or instrument referenced
above or any other agreement or instrument to which such Indemnitee is or becomes a party or is
or otherwise becomes a beneficiary or under law or regulation. None of the Indemnitees shall
in any event be liable to any of the Company, BMPH or Univision or any of their Affiliates, for
any act or omission suffered or taken by such Indemnitee that does not constitute gross
negligence or willful misconduct (for purposes of this Section 9.12.2, gross negligence
or willful misconduct shall not be deemed to apply absent a final, non-appealable judgment of a
court of competent jurisdiction to such effect). A “Third-Party Claim” means any (i)
claim brought by a Person other than the Company, BMPH, Univision or any of their subsidiaries
or, with respect to a PITV Investor, other than such PITV Investor or, with respect to an
Indemnitee, other than such Indemnitee and (ii) any derivative claim brought in the name of the
Company, BMPH, Univision or any of their respective subsidiaries that is initiated by a Person,
with respect to a PITV Investor, other than such PITV Investor or, with respect to any
Indemnitee, other than such Indemnitee.



9.12.3 Notwithstanding any provision of this Section 9.12, the indemnification
rights set forth in Section 9.12.1 shall not be available to any Indemnitees to the
extent such Indemnified Liabilities arise out of or relate to commercial agreements between the
Company and such Indemnitee and their respective Affiliates, including as an example, with
respect to Televisa, the Program License Agreement or the Mexico License Agreement.



9.13 Notwithstanding anything to the contrary contained in this Agreement, no Party
shall be liable to the other parties under this Agreement for any special, consequential,
punitive, indirect or exemplary damages (including lost or anticipated revenues or profits
relating to the same) arising from any claim relating to this Agreement, whether such claim is
based on warranty, contract, tort (including negligence or strict liability) or otherwise.


 


63









 





10. GOVERNING LAW.



10.1 Governing Law. This Agreement and the negotiation, execution, performance or
nonperformance, interpretation, termination, construction and all matters based upon, arising out
of or related to this Agreement, whether arising in law or in equity (collectively, the
“Covered Matters”), and all claims or causes of action (whether in contract or tort) that
may be based upon, arise out of or relate to the Covered Matters, except for documents, agreements
and instruments that specify otherwise, shall be governed by the laws of the State of Delaware
without giving effect to its principles or rules of conflict of laws to the extent that such
principles or rules would require or permit the application of laws of another jurisdiction.



10.2 Consent to Jurisdiction. Each party to this Agreement, by its execution hereof,
(a) hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of
Delaware (and if the Chancery Court does not accept jurisdiction, the federal court located in
Delaware if the federal court in Delaware does not accept jurisdiction, any state court in
Delaware) for the purpose of any action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or
relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable
Law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of
motion, as a defense or otherwise, in any such action, any claim that it is not subject personally
to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that any such proceeding brought in one of the above named courts is
improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or
by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action
or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or
based upon this Agreement or relating to the subject matter hereof or thereof other than before one
of the above-named courts nor to make any motion or take any other action seeking or intending to
cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort
or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named
courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing,
to the extent that any party hereto is or becomes a party in any litigation in connection with
which it may assert indemnification rights set forth in this agreement, the court in which such
litigation is being heard shall be deemed to be included in clause (a) above.
Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to
enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each
party hereto hereby consents to service of process in any such proceeding in any manner permitted
by Delaware law, and agrees that service of process by registered or certified mail, return receipt
requested, at its address specified pursuant to Section 9.2 hereof is reasonably calculated
to give actual notice.


 


64









 





10.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH
CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS
PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE
OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION
ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED
BY THE OTHER PARTIES HERETO THAT THIS SECTION 10.3 CONSTITUTES A MATERIAL INDUCEMENT UPON
WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.



10.4 Exercise of Rights and Remedies. No delay of or omission in the exercise of any
right, power or remedy accruing to any party as a result of any breach or default by any other
party under this Agreement shall impair any such right, power or remedy, nor shall it be construed
as a waiver of or acquiescence in any such breach or default, or of any similar breach or default
occurring later; nor shall any such delay, omission nor waiver of any single breach or default be
deemed a waiver of any other breach or default occurring before or after that waiver.



10.5 No Derogation of Other Rights. Notwithstanding anything to the contrary herein,
nothing in this Agreement derogates from any party’s rights and obligations under the Commercial
Agreements.



[Signature pages follow]



 


65









 





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



	 	 	 	 	 	 	 
	THE COMPANY:	 	BROADCASTING MEDIA PARTNERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*
 

	 	 
	 

	 	 	 	Name: Andrew Hobson	 	 
	 

	 	 	 	Title: Senior Executive Vice
President	 	 
	 
	 	 	 	 	 	 
	BMPH:	 	BROADCAST MEDIA PARTNERS HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*
 

	 	 
	 

	 	 	 	Name: Andrew Hobson	 	 
	 

	 	 	 	Title:  Senior Executive Vice
President	 	 
	 
	 	 	 	 	 	 
	UNIVISION:	 	UNIVISION COMMUNICATIONS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:  Andrew Hobson	 	 
	 

	 	 	 	Title:  Senior Executive Vice
President	 	 








	 	 	 
	*	 	The signature appearing immediately below shall serve as a signature at each place indicated
with an “*” on this page:




	 	 	 	 	 	 	 
	 

	 	 	 	 /s/ Andrew Hobson
	 	 
	 

	 	 	 	Name:  Andrew Hobson
	 	 
	 

	 	 	 	Title:  Senior Executive Vice
President	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







THE PRINCIPAL INVESTORS:



MDP INVESTORS




	 	 	 	 	 	 	 
	 	 	MADISON DEARBORN CAPITAL PARTNERS IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners IV, L.P., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Cole	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	MDCPIV INTERMEDIATE (UMBRELLA), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners IV, L.P. its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Cole	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners V-A&C, L.P., its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Cole	 	 
	 

	 	 	 	Its: Managing Director	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT





 


 









 







	 	 	 	 	 	 	 
	 	 	MDCPV INTERMEDIATE (UMBRELLA), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners V-A&C, L.P., its General
Partner
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Cole	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners V-A&C, L.P., its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Cole	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	MDCP US CO-INVESTORS (UMBRELLA), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners V-A&C, L.P., its General
Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Madison Dearborn Partners, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael Cole	 	 
	 

	 	 	 	Its: Managing Director	 	 








	 	 	 
	*	 	The signature appearing immediately below shall serve as a signature at each place indicated with
an “*”under the heading of MDP INVESTORS:




	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Michael Cole 

Name: Michael Cole
	 	 
	 

	 	 	 	Title: Managing Director	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







PEP INVESTORS




	 	 	 	 	 	 	 
	 	 	PROVIDENCE INVESTORS V (UNIVISION) L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Umbrella GP L.L.C., its General Partner
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Masiello	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Equity GP V L.P., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Equity Partners V L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Masiello	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	PROVIDENCE INVESTORS VI (UNIVISION) L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence VI Umbrella GP L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Masiello	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Equity GP VI L.P., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Equity Partners VI L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Masiello	 	 
	 

	 	 	 	Its: Managing Director	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







	 	 	 	 	 	 	 
	 	 	PROVIDENCE CO-INVESTORS (UNIVISION) L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Umbrella GP L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Masiello	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	PROVIDENCE CO-INVESTORS (UNIVISION US) L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Providence Umbrella GP L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Masiello	 	 
	 

	 	 	 	Its: Managing Director	 	 








	 	 	 
	*	 	The signature appearing immediately below shall serve as a signature at each place indicated with
an “*” under the heading of PEP INVESTORS:




	 	 	 	 	 	 	 
	 

	 	 	 	/s/ Mark Masiello
	 	 
	 

	 	 	 	Name: Mark Masiello
	 	 
	 

	 	 	 	Title: Managing Director	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







	 	 	 	 	 
	 	SCG INVESTMENTS II, LLC, a Delaware LLC

 	 
	 	By:  	/s/ Adam Chesnoff	 
	 	 	Name:  	Adam Chesnoff 	 
	 	 	Title:  	Manager 	 
	 



SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







TPG INVESTORS




	 	 	 	 	 	 	 
	 	 	TPG UMBRELLA IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors IV, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald Cami	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG MEDIA V-AIV 1, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald Cami	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG UMBRELLA INTERNATIONAL IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors IV, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald Cami	 	 
	 

	 	 	 	Title: Vice President	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







	 	 	 	 	 	 	 
	 	 	TPG MEDIA V-AIV 2, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald Cami	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG UMBRELLA CO-INVESTMENT, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald Cami	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TPG UMBRELLA INTERNATIONAL CO-INVESTMENT, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TPG Advisors V, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald Cami	 	 
	 

	 	 	 	Title: Vice President	 	 








	 	 	 
	*	 	The signature appearing immediately below shall serve as a signature
at each place indicated with an “*” under the heading of TPG INVESTORS:




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Ronald Cami	 
	 	 	Name:  	Ronald Cami 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







THL INVESTORS




	 	 	 	 	 	 	 
	 	 	THOMAS H. LEE EQUITY FUND VI, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL Equity Advisors VI, LLC, its General Partner
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Partners, L.P., its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Advisors, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Scott Sperling	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	THL EQUITY FUND VI INVESTORS (UNIVISION), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL Equity Advisors VI, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Partners, L.P., its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Advisors, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Scott Sperling	 	 
	 

	 	 	 	Its: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL Equity Advisors VI, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Partners, L.P., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Advisors, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Scott Sperling	 	 
	 

	 	 	 	Its: Managing Director	 	 






SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







	 	 	 	 	 	 	 
	 	 	THL EQUITY FUND VI INTERMEDIATE INVESTORS (UNIVISION US), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL Equity Advisors VI, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Partners, L.P., its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Thomas H. Lee Advisors, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Charles P. Holden	 	 
	 

	 	 	 	Its: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THL EQUITY FUND VI INVESTORS (GS), LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THL Equity Advisors VI, LLC, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	*	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Charles P. Holden	 	 
	 

	 	 	 	Its: Chief Financial Officer	 	 








	 	 	 
	*	 	The signature appearing immediately below
shall serve as a signature at each place
indicated with an “*” under the heading of THL
INVESTORS:




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Charles P. Holden
 	 
	 	 	Name: 	Charles P. Holden 	 
	 	 	Its:  Chief Financial Officer	 
	 



SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 








TELEVISA:



	 	 	 	 	 
	 	GRUPO TELEVISA, S.A.B.

 	 
	 	By:  	/s/
Salvi Rafael Folch Viadero	 
	 	 	Name:  	Salvi Rafael Folch Viadero	 
	 	 	Its: 	Attorney-in-Fact
	 
	 	 	 
	 	By:  	/s/
Joaquín Balcárcel Santa Cruz	 
	 	 	Name:  	Joaquín Balcárcel Santa Cruz	 
	 	 	Its: 	Attorney-in-Fact
	 



SIGNATURE PAGE TO AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT




 


 









 







SCHEDULE I




[Please see attached.]




 


 









 







Schedule 2.5.2




Initial Principal Investor Board Designees




1. Zaid Asilkafi

2. David Bonderman

3. Adam Chesnoff

4. Michael Cole

5. Kelvin Davis

6. Albert Dobron

7. Mark Masiello

8. Jonathan Nelson

9. James Perry, Jr.

10. David Trujillo

11. Haim Saban

12. Vacant

13. Vacant

14. Vacant



 


 









 





Schedule 2.5.3




Initial Televisa Board Designees




1. Alfonso de Angoitia

2. Emilio Azcarraga Jean

3. Enrique Senior



 


 









 





Schedule 4.7




Representations and Warranties of the Principal Investors




(i)





VCOC Rights Agreement, by and among the Company, BMPH and each venture capital operating company
listed on a schedule thereto, dated as of March 27, 2007, as amended from time to time.



Indemnification Agreements, dated as of June 2, 2010, by and among the Company, BMPH, Univision and
each of (i) Zaid Aliskafi, (ii) David Bonderman, (iii) Adam Chesnoff, (iv) Michael Cole, (v)
Kelvin Davis, (vi) Albert Dobron, (vii) Mark Masiello, (viii) Jonathan Nelson, (ix) James Perry,
Jr., (x) Haim Saban, and (xi) David Trujillo.



Services Agreement, by and between the Company, SCG Investments IIB LLC and BMPI Services LLC,
dated as of March 29, 2007, as amended from time to time.



BMPS1 LLC Agreement.



BMPS2 LLC Agreement.



Recapitalization Agreement.



Management Agreement, dated as of March 29, 2007 by and among Univision, the Company, BMPH, Madison
Dearborn Partners IV, L.P., Madison Dearborn Partners V-B, L.P., Providence Equity Partners V Inc.,
Providence Equity Partners L.L.C., KSF Corp., THL Managers VI, LLC, and TPG Capital, L.P.



2010 Principal Investor Agreement.



Amended and Restated Participation, Registration Rights and Coordination Agreement, dated as of
November 23, 2010, by and among the Company, BMPH, Univision and certain stockholders of the
Company.



Amended and Restated Stockholders Agreement, dated as of November 23, 2010, by and among the
Company, BMPH, Univision and certain stockholders of the Company.



As of October 2, 2010, the following agreements were in effect, but were amended and restated in
their entirety in connection with the Recapitalization, and, accordingly, are not in effect as of
the date hereof.




	 	•	 	2007 Principal Investor Agreement.






	 	•	 	Stockholders Agreement, dated as of March 29, 2007, by and among the Company, BMPH,
Umbrella Acquisition, Inc. and certain stockholders of the Company.






	 	•	 	Participation, Registration Rights and Coordination Agreement, dated as of March 29,
2007, by and among the Company, BMPH, Umbrella Acquisition, Inc. and certain
stockholders of the Company.




 


 









 










Schedule 8.2




Illustration of Indebtedness Calculation




[Please see attached.]




 


 









 







	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	RECITALS
	 	 	1	 
	AGREEMENT
	 	 	3	 
	1. EFFECTIVENESS; DEFINITIONS
	 	 	3	 
	1.1 Effective Date
	 	 	3	 
	1.2 Definitions
	 	 	3	 
	2. CONSENT RIGHTS
	 	 	3	 
	2.1 Actions that Require PITV Investor Approval
	 	 	3	 
	2.2 Actions that Require Board Approval
	 	 	10	 
	2.3 Other Restricted Actions
	 	 	12	 
	2.4 Actions that Require the Majority Televisa Investors’ Approval
	 	 	15	 
	2.5 Board of Directors
	 	 	17	 
	2.6 Committees of the Board
	 	 	25	 
	2.7 Meetings; Notice; Quorum; Decisions
	 	 	28	 
	2.8 BMPH and Univision Directors
	 	 	28	 
	2.9 Further Assurances
	 	 	29	 
	2.10 Period
	 	 	29	 
	2.11 Proxies
	 	 	29	 
	2.12 Service, Consulting, Management and Advisory Agreements
	 	 	29	 
	3. TRANSFER RESTRICTIONS
	 	 	30	 
	3.1 PITV Investors Permitted Transferees
	 	 	30	 
	3.2 Transfer by Principal Investor Groups
	 	 	30	 
	3.3 Transfer Between PITV Investor Groups
	 	 	31	 
	4. COVENANTS
	 	 	31	 
	4.1 Annual Budget
	 	 	31	 
	4.2 Directors’ and Officers’ Insurance
	 	 	31	 
	4.3 Expenses
	 	 	32	 
	4.4 Disclosure of Confidential Information
	 	 	32	 
	4.5 Company Debt
	 	 	33	 
	4.6 13D or 13G Filing
	 	 	33	 
	4.7 Representations and Warranties of the Principal Investors
	 	 	33	 






 


 









 





	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	5. REMEDIES
	 	 	34	 
	5.1 General
	 	 	34	 
	6. LEGENDS
	 	 	35	 
	6.1 Restrictive Legend
	 	 	35	 
	6.2 Stop Transfer Instruction
	 	 	35	 
	6.3 Shares Held by Co-Investment Vehicles
	 	 	35	 
	6.4 Shares Held by Televisa
	 	 	35	 
	7. AMENDMENT, TERMINATION, ETC
	 	 	36	 
	7.1 Oral Modifications
	 	 	36	 
	7.2 Written Modifications
	 	 	37	 
	7.3 Withdrawal from Agreement
	 	 	37	 
	7.4 Termination; Effect of Termination
	 	 	37	 
	7.5 Federal Communications Laws and Antitrust Laws
	 	 	38	 
	8. DEFINITIONS
	 	 	39	 
	8.1 Certain Matters of Construction
	 	 	39	 
	8.2 Definitions
	 	 	40	 
	9. MISCELLANEOUS
	 	 	57	 
	9.1 Authority; Effect
	 	 	57	 
	9.2 Notices
	 	 	58	 
	9.3 Entire Agreement; No Assignment
	 	 	60	 
	9.4 No Third Party Beneficiaries
	 	 	61	 
	9.5 No Partnership, Agency, or Joint Venture
	 	 	61	 
	9.6 No Waiver
	 	 	61	 
	9.7 Descriptive Heading
	 	 	61	 
	9.8 Counterparts
	 	 	61	 
	9.9 Severability
	 	 	61	 
	9.10 No Recourse
	 	 	62	 
	9.11 Obligations of Company, BMPH and Univision
	 	 	62	 
	9.12 Indemnity and Liability, Reimbursement
	 	 	62	 






 


 









 





	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	10. GOVERNING LAW
	 	 	64	 
	10.1 Governing Law
	 	 	64	 
	10.2 Consent to Jurisdiction
	 	 	64	 
	10.3 WAIVER OF JURY TRIAL
	 	 	65	 
	10.4 Exercise of Rights and Remedies
	 	 	65	 
	10.5 No Derogation of Other Rights
	 	 	65