Exhibit 4.22





Exhibit 4.22




Execution Version




AMENDED AND RESTATED




CERTIFICATE OF INCORPORATION




OF



BROADCASTING MEDIA PARTNERS, INC.




Broadcasting Media Partners, Inc., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby certifies as follows:



FIRST: The name of the Corporation is Broadcasting Media Partners, Inc. The Corporation was
originally formed as a limited liability company under the name of Umbrella Holdings, LLC and the
certificate of formation was filed with the Secretary of State of the State of Delaware on June 6,
2006. The certificate of conversion of the Corporation from a limited liability company to a
corporation and the original Certificate of Incorporation of the Corporation (the “Original
Certificate”) were each filed with the Secretary of State of the State of Delaware on March 12,
2007.



SECOND: The Original Certificate was amended and restated pursuant to an Amended and Restated
Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of
Delaware on March 22, 2007 (the “First Amended Certificate”).



THIRD: The First Amended Certificate was amended and restated pursuant to an Amended and
Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the
State of Delaware on March 28, 2007 (the “Second Amended Certificate”).



FOURTH: The Second Amended Certificate was amended pursuant to a Certificate of Amendment of
the Certificate of Incorporation of the Corporation filed with the Secretary of State of the State
of Delaware on February 4, 2008 (the “Third Amended Certificate”).



FIFTH: The Third Amended Certificate was amended and restated pursuant to an Amended and
Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the
State of Delaware on November 23, 2010 (the “Fourth Amended Certificate”).



SIXTH: The Fourth Amended Certificate was amended and restated pursuant to an Amended and
Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the
State of Delaware on November 24, 2010 (the “Fifth Amended Certificate”).



SEVENTH: Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware, this Amended and Restated Certificate of Incorporation has been duly adopted and restates
and integrates and further amends the provisions of the Fifth Amended Certificate.


 


 









 





EIGHTH: The text of the Certificate of Incorporation of the Corporation, as amended and
restated to date, is hereby amended and restated in its entirety to read as follows:



1. The name of the Corporation is Broadcasting Media Partners, Inc.



2. The registered office of the Corporation in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its
registered agent at such address is The Corporation Trust Company.



3. The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware (the
“DGCL”).



4. Capital Stock.




4.1. Authorized Shares. The total number of shares of capital stock that the
Corporation has authority to issue is One Hundred Twenty Million and Five Hundred Thousand
(120,500,000) shares, consisting of:




(a) Fifty Million (50,000,000) shares of Class A Common Stock, par value $0.001 per
share (“Class A Common Stock”);




(b) Fifty Million (50,000,000) shares of Class B Common Stock, par value $0.001 per
share (“Class B Common Stock”);




(c) Ten Million (10,000,000) shares of Class C Common Stock, par value $0.001 per
share (“Class C Common Stock”);




(d) Ten Million (10,000,000) shares of Class D Common Stock, par value $0.001 per
share (“Class D Common Stock”); and




(e) Five Hundred Thousand (500,000) shares of Preferred Stock, par value $0.001 per
share (“Preferred Stock”).



The Class A Common Stock, the Class B Common Stock, the Class C Common Stock and the Class D Common
Stock are referred to collectively as the “Common Stock”; and each class shall be referred
to as a class of Common Stock. The shares of Common Stock shall have the rights, preferences,
privileges and limitations set forth below.



Shares of Preferred Stock may be issued from time to time in one or more series of any number of
shares as may be determined in good faith from time to time by the Board, provided that the
aggregate number of shares issued and not cancelled of any and all such series shall not exceed the
total number of shares of Preferred Stock authorized by this Certificate of Incorporation. Each
series of Preferred Stock shall be distinctly designated. Except in respect of the particulars
fixed for a series by the Board as permitted hereby, all shares of Preferred Stock shall be alike
in every particular, except that shares of any one series issued at different times may differ as
to the dates of Preferred Stock from which dividends thereon shall be cumulative. The voting
powers, if any, of each such series of Preferred Stock and the preferences and relative,
participating, optional and other special rights of each such series and the qualifications,
limitations and restrictions thereof, if any, may differ from those of any and all other series at
any time outstanding; and the Board is hereby expressly granted authority to fix, in the resolution
or
resolutions providing for the issue of a particular series of Preferred Stock, the voting powers,
if any, of each such series and the designations, preferences and relative, participating, optional
and other special rights of each such series and the qualifications, limitations and restrictions
thereof to the full extent now or hereafter permitted by this Certificate of Incorporation and the
laws of the State of Delaware.


 


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4.2. Definitions. As used in this Certificate of Incorporation, the following terms
have the following definitions:




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




4.2.2 “Additional Equity Amount” shall have the meaning set forth in the
Stockholders Agreement.




4.2.3 “Adjusted Outstanding Common Stock” shall mean, as of any date of
determination, the then outstanding Common Stock, plus the shares of Common Stock
underlying any outstanding Convertible Securities (other than Convertible Securities held
by officers, employees or consultants of the Corporation or any direct or indirect
subsidiary of the Corporation), plus in-the-money Vested Shares (it being
understood that with respect to Vested Shares that are Convertible Securities,
only the shares of Common Stock underlying such Convertible Securities shall be included
as Adjusted Outstanding Common Stock).




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




4.2.5 “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.




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




4.2.7 “BMPS1” shall mean BMPI Services, LLC.




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


 


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4.2.9 “BMPS2” shall mean BMPI Services II, LLC




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




4.2.11 “Board” shall mean the Board of Directors of the Corporation.




4.2.12 “Bylaws” shall have the meaning set forth in Section
4.4.2(a).




4.2.13 “Catch-Up Liquidation Preference Amount” shall have the meaning set
forth in Section 4.10.




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




4.2.15 “Class A Common Stock” shall have the meaning set forth in
Section 4.1(a).




4.2.16 “Class B Common Stock” shall have the meaning set forth in
Section 4.1(b).




4.2.17 “Class C Common Stock” shall have the meaning set forth in
Section 4.1(c).




4.2.18 “Class D Common Stock” shall have the meaning set forth in
Section 4.1(d).




4.2.19 “Closing” has the meaning set forth in the Principal Investor
Agreement.




4.2.20 “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.




4.2.21 “Common Stock” shall have the meaning set forth in Section
4.1.




4.2.22 “Company Securities” shall have the meaning set forth in Section
5.4(a).




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




4.2.24 “Consolidated Leverage Ratio” shall have the meaning set forth in the
Stockholders Agreement.




4.2.25 “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.


 


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4.2.26 “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.




4.2.27 “Corporation” shall have the meaning set forth in the Preamble.




4.2.28 “Credit Agreement” shall mean that certain Credit Agreement, dated as
of March 29, 2007, as amended on June 19, 2009, and as amended and restated as of October
26, 2010, among Univision, Univision of Puerto Rico Inc., the lenders from time to time
party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral
agent, and the other agents from time to time party thereto, as the same may be amended
from time to time.




4.2.29 “DGCL” shall have the meaning set forth in Section 3.




4.2.30 “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.




4.2.31 “Equity Incentive Plans” shall have the meaning set forth in the
Stockholders Agreement.




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




4.2.33 “Equity Pool Cap” shall mean:




(a) with respect to the period from and including March 29, 2007 until and
including the fifth anniversary of the Televisa Closing, eight percent (8%) (or any
larger percentage that the Majority Televisa Investors approve in writing) of the
Adjusted Outstanding Common Stock (as adjusted for recapitalizations, stock splits and
the like) as of immediately after the Televisa Closing;




(b) with respect to each successive five (5) year period after the fifth
anniversary of the Televisa Closing, five percent (5%) (or any larger percentage that
the Majority Televisa Investors approve in writing) of the Adjusted Outstanding Common
Stock (as adjusted for recapitalizations, stock splits and the like) as of the first day
of such successive five (5) year-period.


 


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For the avoidance of doubt, (a) equity awards that, in the case of options, vest or
are exercised and, in the case of restricted stock, vest or are repurchased by the
Corporation at a price greater than the issue price of such awards, shall be deemed to
be shares of Common Stock that reduce the number of shares of Common Stock available for
issuance, sale or grant under the Equity Pool Cap, (b) equity awards that, in the case
of options, expire without vesting or without being exercised and, in the case of
restricted stock, expire without vesting or being repurchased by the Corporation at a
price greater than the issue price of such awards, shall not be deemed to be shares of
Common Stock that reduce the number of shares of Common Stock available for issuance,
sale or grant under the Equity Pool Cap, (c) equity awards that are forfeited (even if
they have vested) shall not be deemed to be shares of Common Stock that reduce the
number of shares of Common Stock available for issuance, sale or grant under the Equity
Pool Cap, (d) the Saban Arrangements shall not be deemed to be shares of Common Stock
that reduce the number of shares of Common Stock available for issuance, sale or grant
under the Equity Pool Cap and (e) any unused portion of the Equity Pool Cap for any
period shall not increase the Equity Pool Cap for any succeeding period.




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




4.2.35 “Fair Market Value” shall have the meaning set forth in Section
5.4(b).




4.2.36 “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.




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




4.2.38 “FCC-Approved Trust” shall mean a trust to which the transfer of
Shares in accordance with the terms and conditions set forth in Section 5 would
not cause the Corporation or any of its subsidiaries, the Televisa Investors or such
trust to be in violation of applicable Laws, including the Federal Communications Laws.




4.2.39 “FCC Permitted Increase in Ownership” shall have the meaning set
forth in the Investment Agreement.




4.2.40 “FCC Regulatory Limitations” shall have the meaning set forth in
Section 5.1.




4.2.41 “Federal Communications Laws” shall have the meaning set forth in
Section 5.1.


 


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4.2.42 “Fifth Amended Certificate” shall have the meaning set forth in the
Recitals.




4.2.43 “First Amended Certificate” shall have the meaning set forth in the
Recitals.




4.2.44 “Fourth Amended Certificate” shall have the meaning set forth in the
Recitals.




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




4.2.46 “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)).




4.2.47 “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.




4.2.48 “Indebtedness” shall have the meaning set forth in the Principal
Investor Agreement.




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




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




4.2.51 “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.




4.2.52 “Liquidation Event” shall have the meaning set forth in Section
4.10.




4.2.53 “Majority in Interest” shall mean with respect to shares of Common
Stock of one or more class(es), a majority in number of such shares of Common Stock of
all such class or classes taken in the aggregate.




4.2.54 “Majority MDP Investors” shall mean, as of any date, the holders of a
Majority in Interest of the shares of Common Stock held by the MDP Investors.




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


 


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4.2.56 “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
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.




4.2.57 “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 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.




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




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




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


 


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




4.2.62 “Mandatory Conversion Event” shall have the meaning set forth in
Section 4.8.4.




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




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




4.2.65 “MDP Co-Investment Vehicles” shall mean, as of any date, MDCP Foreign
Co-Investors (Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective
successor entities, and any Affiliated Fund thereof if, in each case, (i) substantially
all of the equity thereof (including amounts paid for the acquisition of any Convertible
Securities to subscribe for, purchase or otherwise acquire such equity) has not been
contributed by the same investors, partners and members as contributed to the equity of
MDP, (ii) such entity has been formed for the main purpose of investing in the
Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the
avoidance of doubt, neither MDCPIV Intermediate (Umbrella), L.P., MDCPV Intermediate
(Umbrella), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle
for the purposes of this Certificate of Incorporation.




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




4.2.67 “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).




4.2.68 “Non-Voting Stock” shall have the meaning set forth in Section
5.4(c).




4.2.69 “Original Certificate” shall have the meaning set forth in the
Recitals.




4.2.70 “Participation, Registration Rights and Coordination Agreement” shall
mean the Amended and Restated Participation, Registration Rights and Coordination
Agreement of the Corporation, dated as of the date hereof, as amended from time to time.




4.2.71 “PEP” shall mean, as of any date, Providence Equity Partners V
(Umbrella US) L.P., Providence Equity Partners VI (Umbrella US) L.P., Providence
Investors V
(Univision) L.P., Providence Investors VI (Univision) L.P. and their respective
Permitted Transferees, in each case only if such Person holds any Shares.


 


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4.2.72 “PEP Co-Investment Vehicles” shall mean, as of any date, Providence
Co-Investors (Univision) L.P., Providence Co-Investors (Univision US) L.P. and their
respective successor entities, and any Affiliated Fund thereof if, in each case, (i)
substantially all of the equity thereof (including amounts paid for the acquisition of
any Convertible Securities to subscribe for, purchase or otherwise acquire such equity)
has not been contributed by the same investors, partners and members as contributed to
the equity of PEP, (ii) such entity has been formed for the main purpose of investing in
the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the
avoidance of doubt, neither Providence Investors V (Univision) L.P., Providence Investors
VI (Univision) L.P., nor any successor thereof shall be deemed to be a Co-Investment
Vehicle for the purposes of this Certificate of Incorporation.




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




4.2.74 “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, and (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); in each case described in clauses (a) and
(b), 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 of the Corporation shall be a Permitted
Transferee of the Permitted Transferees of itself and any member of a Principal Investor
Group shall be a Permitted Transferee of any other member of such Principal Investor
Group. No Restricted Person shall be a “Permitted Transferee.”




4.2.75 “Person” shall mean any individual, partnership, corporation,
company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or
political subdivision thereof.


 


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4.2.76 “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 Certificate of Incorporation 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.




4.2.77 “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.




4.2.78 “Preferred Stock” shall have the meaning set forth in Section
4.1(e).




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




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




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




4.2.82 “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 Certificate of Incorporation 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.


 


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4.2.83 “Principal Investor Sell-Down” shall have the meaning set forth in
the Stockholders Agreement.




4.2.84 “Proceeds” shall have the meaning set forth in Section 4.10.




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




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




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




4.2.88 “Redemption Date” shall have the meaning set forth in Section
5.4(d).




4.2.89 “Redemption Securities” shall have the meaning set forth in
Section 5.4(e).




4.2.90 “Refinancing Indebtedness” means new Indebtedness that refinances
existing Indebtedness up to the same outstanding principal amount (or unused commitments
in the case of then-existing revolving Indebtedness or then-existing receivables
financing plus any applicable premiums and accrued interest or discount on such
refinanced Indebtedness) plus the fees and expenses incurred directly related to the
issuance of the new Indebtedness.




4.2.91 “Related Party” shall have the meaning set forth in the Principal
Investor Agreement.




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




4.2.93 “Restricted Public Stockholders” shall have the meaning set forth in
Section 5.4(f).




4.2.94 “Restricted Subsidiary” shall mean any direct or indirect subsidiary
of the Company that is not an Unrestricted Subsidiary




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




4.2.96 “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.


 


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




4.2.98 “Sale Date” shall have the meaning set forth in Section
5.4(g).




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




4.2.100 “Second Amended Certificate” shall have the meaning set forth in the
Recitals.




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




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




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




4.2.104 “Specified Debt Level” means $10,601.7 million plus any cumulative
accretion in the interest on any outstanding 9.75%/10.50% senior toggle notes due 2015 of
Univision, less cumulative mandatory amortization and voluntary and mandatory
prepayments, repayments, redemptions, purchases or repurchases (in each case, other than
as a result of the incurrence of Refinancing Indebtedness relating thereto and the
application of the proceeds thereof) of the term loans under the Credit Agreement, in
each case, from and after September 30, 2010.




4.2.105 “Spin-Off Securities” shall have the meaning set forth in
Section 4.4.3(j).




4.2.106 “Spin-Off Transaction” shall have the meaning set forth in
Section 4.4.3(j).




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




4.2.108 “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.




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


 


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4.2.110 “Televisa Closing” shall mean the “Closing” as defined in the
Investment Agreement.




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




4.2.112 “Televisa Liquidation Preference Amount” shall have the meaning set
forth in Section 4.10.




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




4.2.114 “Third Amended Certificate” shall have the meaning set forth in the
Recitals.




4.2.115 “Third Party Purchase Price” shall have the meaning set forth in
Section 5.4(h).




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




4.2.117 “THL Co-Investment Vehicles” shall mean, as of any date, THL Equity
Fund VI Intermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate
Investors (Univision US), L.P., THL Equity Fund VI Investors (GS), LLC, and their
respective successor entities, and any Affiliated Fund thereof if, in each case, (i)
substantially all of the equity thereof (including amounts paid for the acquisition of
any Convertible Securities to subscribe for, purchase or otherwise acquire such equity)
has not been contributed by the same investors, partners and members as contributed to
the equity of THL, (ii) such entity has been formed for the main purpose of investing in
the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. 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
Certificate of Incorporation.


 


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




4.2.119 “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.




4.2.120 “TPG” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media
V-AIV 1, L.P., TPG Umbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their
respective Permitted Transferees, in each case only if such Person holds any Shares.




4.2.121 “TPG Co-Investment Vehicles” shall mean, as of any date, TPG
Umbrella Co-Investment, L.P., TPG Umbrella International Co-Investment, L.P., and their
respective successor entities, and any Affiliated Fund thereof if, in each case, (i)
substantially all of the equity thereof (including amounts paid for the acquisition of
any Convertible Securities to subscribe for, purchase or otherwise acquire such equity)
has not been contributed by the same investors, partners and members as contributed to
the equity of TPG, (ii) such entity has been formed for the main purpose of investing in
the Corporation or any Affiliate thereof, and (iii) such entity owns Shares. For the
avoidance of doubt, neither TPG Umbrella International IV, L.P., TPG Umbrella
International V, L.P. nor any successor thereof shall be deemed to be a Co-Investment
Vehicle for the purposes of this Certificate of Incorporation.




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




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




4.2.124 “Transfer” shall mean any sale, pledge (provided that the term
“Transfer” shall not be deemed to include a pledge of any Shares pursuant to a bona fide
financing with a financial institution, commercial lender or other bona fide provider of
debt financing, but shall be deemed to include a foreclosure on, or subsequent Transfer
of, any such pledged Shares), assignment, encumbrance or other transfer or disposition of
any Shares (or any voting or economic interest therein) to any other Person, whether
directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to
judicial process or otherwise. For the avoidance of doubt, it shall constitute a
“Transfer” subject to the restrictions on Transfer contained or referenced in Section 3
of the Stockholders Agreement (a) if a transferee is not an individual, a trust or an
estate, and the


 


15









 






transferor or an Affiliate thereof ceases to control such transferee, (b)
with respect to an Acquisition Holdco, or a holder of Shares which was formed for the purpose of
holding Shares, there is a transfer of the equity interests of such Acquisition Holdco or
holder other than to a Permitted Transferee of such Acquisition Holdco or holder or of
the party transferring the equity of such holder or (c) with respect to an Affiliate of
Televisa of which the Shares held by such Affiliate constitute a majority of the value of
such Affiliate, there is a direct Transfer of the equity interests of such Affiliate
other than to a Permitted Transferee of such Affiliate or of the party transferring the
equity of such Affiliate or to the shareholders of any publicly traded parent entity of
such Affiliate. For the avoidance of doubt, a conversion of Class A Common Stock, Class
B Common Stock, Class C Common Stock and/or Class D Common Stock into Common Stock of any
such other classes pursuant to this Certificate of Incorporation 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.




4.2.125 “Transfer Date” shall have the meaning set forth in Section
5.4(i).




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




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




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




4.2.129 “Univision” shall mean Univision Communications Inc., successor in
interest to Umbrella Acquisition, Inc., a Delaware corporation.




4.2.130 “Unrestricted Subsidiary” shall mean, as of any date, a subsidiary
of the Corporation that is designated as an “Unrestricted Subsidiary” as of such date
under the Credit Agreement, dated as of March 29, 2007, as amended June 19, 2009, and as
amended and restated as of October 26, 2010, among Univision, Univision of Puerto Rico
Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as
administrative agent and collateral agent and the other agents from time to time party
thereto, as the same may be amended from time to time, provided that such subsidiary
(assuming it was then in existence) could have been designated as an
Unrestricted Subsidiary under the definition thereof and Section 5.11 of such Credit
Agreement as in effect as of the Closing.


 


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4.2.131 “Vested Shares” shall mean, with respect to any officer, director,
employee or consultant of the Corporation or any of its subsidiaries at any time (other
than any partner, principal, employee or Affiliate of a Principal Investor, which, as of
the Closing, includes the Chairman of the Board of the Corporation), any options,
restricted stock or other awards under the Equity Incentive Plans or any other equity
incentive plan or pursuant to any employment or consulting agreement that are held by
such person which are not subject to vesting requirements or other time of service or
performance based conditions to ownership at such time.




4.2.132 “Voting Stock” shall mean shares of Class A Common Stock and Class C
Common Stock.




4.3. Shares Identical. Except as otherwise provided in this Section 4, all
 shares of Common Stock shall be identical in all respects and shall entitle the holders thereof
to the same powers, preferences, rights and privileges and shall be subject to the same
qualifications, limitations and restrictions.




4.4. Voting Rights. Subject to the powers, preferences, rights and privileges of
any class of stock (or any series thereof) having any preference or priority over, or rights
superior to, the Common Stock that the Corporation may hereafter authorize and issue, except as
otherwise provided in this Section 4 or required by applicable law, the holders of Class
A Common Stock and Class C Common Stock shall have and possess all voting powers and voting
rights and other rights pertaining to the stock of the Corporation and shall vote together as a
single class, with each share entitled to one vote. Except as required by applicable law,
holders of Class B Common Stock and Class D Common Stock, in their capacity as such, shall not
have or possess any voting power or voting rights.




4.4.1 Notwithstanding the provisions of Section 242(b)(2) of the DGCL or anything to
the contrary in this Section 4, but subject to any applicable provision of
Section 4.4.2, the number of authorized shares of any class or classes of capital
stock of the Corporation may be increased or decreased (but not below the number of
 shares thereof then outstanding) by the affirmative vote of a majority of the Class A
Common stock and Class C Common Stock, voting together as a single class, without a
separate class vote of the affected class or classes or any other class.




4.4.2 In addition to any other vote, consent or approval right provided for in this
Certificate of Incorporation or required by applicable law and subject to Televisa’s
other approval rights set forth in the Principal Investor Agreement and the Stockholders
Agreement:




(a) Any amendment, alteration, modification, waiver or repeal of any provision of
this Certificate of Incorporation or the Bylaws of the Corporation (the
“Bylaws”), whether by means of amendment, restatement, merger, consolidation or
otherwise, shall require the affirmative vote or written consent of the Majority PITV
Investors
(or a majority of the outstanding shares of Class A Common Stock and Class C Common
Stock, voting together as a single class, if there are no PITV Investor Groups
remaining).


 


17









 






(b) Any amendment, alteration, modification, waiver or repeal of any provision of
this Certificate of Incorporation, including any filing of a certificate of designation,
or the Bylaws of the Corporation, whether by means of amendment, restatement, merger,
consolidation or otherwise, that, by its terms, adversely affects the voting powers,
preferences, or other rights or privileges, or restricts the rights, privileges, powers
or immunities, of any class of Common Stock disproportionately to any other class of
Common Stock shall require the affirmative vote or written consent of the holders of a
majority of the outstanding shares of such affected class. For purposes of the
foregoing provision, all classes of Common Stock that are affected in the same manner by
any such amendment, alteration, modification, waiver or repeal of any provision shall be
treated as a single class.




4.4.3 Notwithstanding anything to the contrary contained herein, the Corporation
shall not, and shall cause its subsidiaries not to, take any of the following actions
without the affirmative vote or prior written approval of the Televisa Investors holding
a majority of the Common Stock held by the Televisa Investors at such time:




(a) Amendments to Charters or Bylaws. Amend, alter or repeal any provision of the
Certificate of Incorporation or Bylaws of the Corporation or any of its subsidiaries,
whether by means of amendment, restatement, merger, consolidation or otherwise, to the
extent that such amendment, alteration or repeal would by its terms, Discriminate
against the Televisa Investors as compared to (i) the Principal Investors, prior to a
Principal Investor Sell-Down, (ii) the public stockholders of the Corporation, following
a Principal Investor Sell-Down if there are public stockholders, or (iii) a Purchaser of
Control, following a Change of Control.




(b) Leverage. Create, incur, issue or assume (including through a merger,
acquisition or otherwise) (i) any Indebtedness (but in the case of creating, incurring,
issuing or assuming Refinancing Indebtedness, without double counting for the
Indebtedness being refinanced) that results in the Corporation and its consolidated
subsidiaries having any Indebtedness in an aggregate principal amount in excess of the
greater of (a) the Specified Debt Level and (b) an amount that, after giving pro forma
effect thereto (including a pro forma application of the net proceeds therefrom), as if
such Indebtedness had been incurred and the application of proceeds therefrom had
occurred at the beginning of the most recently ended four fiscal quarters for which
financial statements are available that comply with GAAP, would result in the
Corporation’s Consolidated Leverage Ratio at the date of such incurrence exceeding nine
and one half (9.5) to one (1) (9.5:1); provided that Univision and its
consolidated subsidiaries may create, incur, issue or assume an additional principal
amount of Indebtedness not to exceed $1 billion, which amount may be used for general
corporate purposes in the ordinary course of business, including for the payment of
interest, but such amount may not be used for (v) acquisitions of all or


 


18









 






substantially
all of the assets or equity of any person (or any line of business or division thereof), any business combination the purpose of which is to effect the
foregoing and minority investments and/or joint ventures, (w) dividends, (x) related
party transactions not in the ordinary course of business, (y) significant changes in
operations, or (z) significant non-ordinary course projects; provided,
further that this clause (i) shall not apply if, at any time after a
Qualified Public Offering, after giving effect to the proceeds of such Qualified Public
Offering, the Consolidated Leverage Ratio does not exceed 7:1; (ii) any additional
Indebtedness of the Corporation or BMPH (or other direct or indirect subsidiary of the
Corporation of which Univision or its successor is a direct or indirect subsidiary) in
excess of $2,000,000 in the aggregate; provided, that this clause (ii)
shall not apply if the Televisa Investors do not hold any TV Debentures; or (iii) any
Indebtedness for the purpose of financing the payment of any dividends or other
distributions or any share repurchases or redemptions (other than from a consolidated
subsidiary of the Corporation to the Corporation or such subsidiary’s parent entity if
such parent entity is a consolidated subsidiary of the Corporation) unless the
Consolidated Leverage Ratio, after giving pro forma effect thereto (including a pro
forma application of the net proceeds therefrom), as if such Indebtedness had been
incurred and the application of proceeds therefrom had occurred at the beginning of the
most recently ended four fiscal quarters for which financial statements that comply with
GAAP are available, would not exceed eight and one half (8.5) to one (1) (8.5:1).




(c) Changes to Terms of Shares. Any change to the terms of the Shares (i) held by
the Televisa Investors and not by any Principal Investor, if such change is adverse to
any of the Televisa Investors, or (ii) held by Televisa Investors and a material amount
of which is held by the Principal Investors or held solely by Persons other than
Televisa, if the result of such change would Discriminate against Televisa as compared
to (x) the Principal Investors prior to a Principal Investor Sell-Down, (y) the public
stockholders following a Principal Investor Sell-Down if there are public stockholders,
or (z) a Purchaser of Control following a Change of Control.




(d) Changes in Core Business. Fundamentally change the business of the Corporation
and its subsidiaries to a core business other than Spanish-language media and related
businesses, which includes but is not limited to television broadcast networks, radio
broadcast networks, ownership and operation of television and radio stations (including,
for the avoidance of doubt, English-language networks and stations so long as such
networks or stations are not the core business), Internet portals and distribution of
programming and other media via the internet and other forms of mass-market or
specialized channels of communication for popular consumption that develop over time.


 


19









 






(e) Related Party Transactions. Enter into, modify or amend, extend, or waive any
rights under, (i) any agreement, arrangement or transaction between the Corporation or
any of its subsidiaries, on the one hand, and a Related Party, on the other hand, on
terms (including pricing terms) and conditions which are less favorable (in the
aggregate for each such agreement, arrangement or transaction) to the Corporation or its
subsidiaries than could be obtained from a Person who is not an Affiliate of the
Corporation or of any Related Party dealing on an arm’s length basis
(but not including (x) the Saban Arrangements as in effect on the date hereof
(without giving effect to any future amendments) or (y) any employment, compensation or
other incentive arrangements with the employees of the Corporation or its subsidiaries
(other than any partner, principal, employee or Affiliate of a Principal Investor,
which, as of the Closing, includes the Chairman)), regardless of whether they are
approved by the Related Party Transactions Committee of which a director designated by
the Televisa Investors is a member, or (ii) any agreement, arrangement or transaction
between the Corporation or any of its subsidiaries, on the one hand, and a Related
Party, on the other hand, relating to the licensing, acquisition or provision of
programming to the Corporation or its subsidiaries; provided, that the approval
of the Televisa Investors shall not be required pursuant to this Section
4.4.3(e) to the extent such agreement, arrangement or transaction is entered into in
order to effectuate the transfer of Shares pursuant to a Compliant Change of Control
Transaction.




(f) Bankruptcy, etc. Commence a voluntary case under the U.S. 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.




(g) Management Incentive Plan. Any issuance of Shares or Convertible Securities to
officers, employees, directors or consultants of the Corporation or its subsidiaries or
other Persons in connection with such Person’s employment, directorship or consulting
arrangements with or other provisions of services to the Corporation or any of its
subsidiaries in excess of the applicable Equity Pool Cap or with an exercise or
conversion price per share or unit of the underlying security that is less than the Fair
Market Value of a share or unit of such security at the time of issuance.




(h) Transfer to a Restricted Person. Issue any Shares to a Restricted Person or
issue any Shares in connection with any Transfer of any Shares by a member of the
Principal Investor Group to a Restricted Person, other than any Transfer described in
Section 3.3.4 of the Stockholders Agreement.


 


20









 






(i) Certain Dividends and Distributions. Issue or pay any dividends or
distributions in any form other than pro rata dividends and pro rata distributions, in
each case, in the form of common stock of the Corporation that is not Class C Common
Stock or Class D Common Stock and other than any dividends or distributions paid by
Restricted Subsidiaries of Univision solely to Univision or other Restricted
Subsidiaries of Univision; provided, that the Corporation may issue or pay any
such dividends or distributions (but in any case not dividends or distributions of
preferred stock or common stock that is Class C Common Stock or Class D Common Stock)
without the consent of the Televisa Investors if (i) the Televisa Investors receive
their pro rata share of such dividend or distribution on all of their Shares (on
an as-exercised and as-converted basis, but without requiring the Televisa
Investors to exercise or convert any Convertible Securities) and in the same form of
consideration and at the same time as received by the other holders of Shares, (ii) the
Board concludes in good faith that the actions taken pursuant to the foregoing
clause (i) are consistent with applicable Laws and (iii) the Consolidated
Leverage Ratio after giving effect to such dividend or distribution does not exceed
8.5:1; provided, further, that clause (iii) shall terminate if,
at any time following a Qualified Public Offering, the Consolidated Leverage Ratio is
less than 7:1 (after giving effect to the proceeds of such offering).




(j) Spin-offs; Split-offs; etc. Enter into any spin-off, split-off, exchange
transaction or similar transaction involving a subsidiary or business of the
Corporation, in each case, a result of which is the issuance or redemption of capital
stock of the Corporation or its subsidiaries (a “Spin-Off Transaction”);
provided, that the Corporation may enter into any such Spin-Off Transaction
without the consent of the Televisa Investors if (i) the Televisa Investors receive at
the same time as other holders of Shares with respect to all of their Shares (on an
as-exercised and as-converted basis, but without requiring the Televisa Investors to
exercise or convert any Convertible Securities) their pro rata amount of the
distribution pursuant to such Spin-Off Transaction in the form of securities of the
entity or business that is the subject of such Spin-Off Transaction, which securities
shall provide the holder thereof with the rights (including liquidation preference) and
obligations equivalent to the rights and obligations associated with the Shares held by
Televisa as of the date of such Spin-Off Transaction (and in the same proportion to the
securities as the securities of the Corporation that Televisa then holds) (the
“Spin-Off Securities”), (ii) the Board concludes in good faith that the actions
taken pursuant to the foregoing clause (i) are consistent with applicable Laws, (iii)
the Principal Investors and the issuer of the Spin-Off Securities agree to enter into a
shareholders agreement or other similar arrangements with Televisa that provides
Televisa, the Principal Investors and such issuer with equivalent rights and obligations
with respect to the entity or business that is the subject of such Spin-Off Transaction,
including an equitable allocation of the TV Debentures between the Corporation and the
entity that is the subject of such Spin-Off Transaction based upon their relative
values, after giving effect to such Spin-Off Transaction, and (iv)(A) in the event that
the Consolidated Leverage Ratio immediately prior to such Spin-Off Transaction is less
than 8.5:1, the Corporation’s Consolidated Leverage Ratio will not exceed 8.5:1 after
giving effect to such Spin-Off Transaction or (B) in the event that the Consolidated
Leverage Ratio immediately prior to such Spin-Off Transaction is 8.5:1 or greater, the
Corporation’s Consolidated Leverage Ratio will not increase after giving effect to such
Spin-Off Transaction; provided, further, that clause (iv) shall
terminate if, at any time following a Qualified Public Offering, the Consolidated
Leverage Ratio is less than 7:1 (after giving effect to the proceeds of such offering).


 


21









 






(k) Stock Repurchases. Enter into or effect any transaction or series of related
transactions involving the direct or indirect repurchase, redemption or other
acquisition of securities from any stockholder (other than any repurchase by Univision
or any of its wholly-owned subsidiaries of securities of wholly-owned
subsidiaries of Univision); provided, that the Corporation may enter into
any such repurchase transaction if (i) the Corporation offers to repurchase from the
Televisa Investors securities held by the Televisa Investors in the same pro rata
portion (calculated on an as-converted and as-exercised basis, but without requiring the
Televisa Investors to exercise or convert any Convertible Securities) of the securities
redeemed, repurchased or otherwise acquired pursuant to such repurchase transaction at
the same per share value and in exchange for the same form of consideration and at the
same time as the other holders of Shares, plus, in the case of any TV Debentures
or Shares into which such TV Debentures are convertible which are included in such
redemption, repurchase or other acquisition, the sum of the present value on the date of
such redemption, repurchase or other acquisition of all required interest payments that
otherwise would have been due on such TV Debentures through the Maturity Date (as
defined in the terms of the TV Debentures), in each case computed using a discount rate
equal to the Treasury Rate (as defined in the terms of the TV Debentures) as of such
date with respect to each such interest payment, unless the Corporation, at its
election, instead enters into an agreement with such Televisa Investors which obligates
the Company to continue to pay amounts which are equal to the amounts of interest
payments that otherwise would be required in respect of such TV Debentures from the date
of redemption, repurchase or other acquisition to the Maturity Date (as defined in the
terms of the TV Debentures); provided, that this subclause (i) shall not
apply to repurchases from employees of the Corporation or its subsidiaries (other than
any partner, principal, employee or Affiliate of a Principal Investor, which, as of the
Closing, includes the Chairman) under the terms of incentive plans or other employment
arrangements, (ii) the Board concludes in good faith that the actions taken pursuant to
the foregoing clause (i) are consistent with applicable Law and (iii) the Consolidated
Leverage Ratio after giving effect to such repurchase does not exceed 8.5:1
provided, further, that clause (iii) shall terminate if, at any time
following a Qualified Public Offering, the Corporation’s Consolidated Leverage Ratio is
less than 7:1 (after giving effect to the proceeds of such offering).




(l) Period. Except as otherwise provided, the rights granted to the Televisa
Investors pursuant to this Section 4.4.3 shall expire upon a Televisa Sell-Down;
provided, however, that (i) the Televisa Investors’ rights granted
pursuant to Sections 4.4.3(a) (Amendments to Charters or Bylaws), and 
4.4.3(c) (Change to Terms of Shares) will survive so long as Televisa Investors hold
any Shares, (ii) the Televisa Investors’ rights pursuant to Sections 4.4.3(i)
(Certain Dividends and Distributions), 4.4.3(j) (Spin-Offs, Split-Offs, etc.)
and 4.4.3(k) (Stock Repurchases) will survive so long as Televisa Investors hold
any Shares that are not Common Stock, and (iii) the Televisa Investors’ rights pursuant
to Section 4.4.3(b)(ii) will survive in accordance with its terms. For the
avoidance of doubt, the provisions of this Section 4.4.3 shall survive, in
accordance with their terms, any Public Offering or Change of Control. Notwithstanding
the foregoing, in no event shall (x) there be any separate class vote with respect to
any class of Common Stock in connection with the approval of a Compliant Change of
Control Transaction, or (y) except as expressly provided in this Section 4.4 and
only to the extent applicable, the separate approval of the Televisa Investors in their
capacity as stockholders of the Corporation be required in connection with any
agreement, arrangement or transaction that is entered into to
effectuate the transfer of Shares pursuant to a Compliant Change of Control
Transaction.


 


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4.5. Directors. The number of directors constituting the Board shall be twenty
(20) or such other number as shall be fixed from time to time in the manner provided in the
Bylaws of the Corporation or as required by the Principal Investor Agreement. Any increase or
decrease in the number of directors constituting the Board which is not made in compliance with
this Certificate of Incorporation, the Bylaws of the Corporation and the Principal Investor
Agreement shall be an ultra vires act and shall be void. The holders of record of the
outstanding shares of Voting Stock shall at all times be entitled to elect all of the directors
constituting the Board.




4.6. Dividends; Distributions. Subject to the powers, preferences, rights and
privileges of any class of stock (or any series thereof) having any preference or priority over,
or rights superior to, the Common Stock that the Corporation may hereafter become authorized to
issue and subject to Sections 4.4.3 and 4.10, all holders of the shares
of Common Stock, as a single class, shall be entitled to receive all dividends and distributions
pro rata based on the number of outstanding shares of Common Stock held by each such holder.




4.7. Stock Splits, Reverse Stock Splits and Stock Dividends. The Corporation shall
not in any manner subdivide or increase the number of (by stock split, reverse stock split,
stock dividend or other similar manner), or combine in any manner, the outstanding shares of any
one class of Common Stock unless a proportional adjustment is made concurrently to the other
classes of Common Stock.




4.8. Conversion of Common Stock.




4.8.1 Optional Conversion of Class A Common Stock and Class B Common Stock. Each
outstanding share of Class A Common Stock may, at the option of the holder thereof, be
converted at any time into one share of Class B Common Stock, and subject to Section
5 below, each outstanding share of Class B Common Stock may, at the option of the
holder thereof, be converted into one share of Class A Common Stock. Conversion of any
share of Class A Common Stock or Class B Common Stock, as applicable, shall be effected
by the holder delivering written notice to the Corporation stating its intent to convert
such share into the applicable class of Common Stock into which it is to be converted,
together with the certificate evidencing such share to the Corporation at its principal
place of business duly endorsed for Transfer. The Corporation shall promptly thereafter
issue and send to such holder a new certificate, registered in the name of such holder,
evidencing the applicable class of Common Stock into which such share has been converted.
Notwithstanding the foregoing, if the certificate evidencing the share(s) to be
converted are not delivered to the Corporation at its principal place of business, the
conversion shall nonetheless be deemed to have occurred and until so delivered, such
certificate shall represent solely the right to receive the applicable shares of the
applicable class of Common Stock into which such share has been converted under this
Section 4.8.1.


 


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4.8.2 Optional Conversion of Class C Common Stock and Class D Common Stock. Each
outstanding share of Class C Common Stock may, at the option of the holder thereof, be
converted at any time into one share of Class D Common Stock, and subject to Section
5 below, and, in the case of any Televisa Investor, Section 5.1.1(i) of the
Stockholders Agreement, each outstanding share of Class D Common Stock may, at the option
of the holder thereof, be converted into one share of Class C Common Stock. In
connection with a Transfer by any Televisa Investor (other than to a Televisa Investor or
a Permitted Transferee of a Televisa Investor) of any shares of Class C Common Stock or
Class D Common Stock, such Televisa Investor (or the Transferee thereof) may, at its
option convert each share of Class C Common Stock into one share of Class A Common Stock
and each share of Class D Common Stock into one share of Class A Common Stock, subject to
Section 5.1.1 of the Stockholders Agreement. Conversion of any share of any such Common
Stock shall be effected by the holder delivering written notice to the Corporation
stating its intent to convert such share into the applicable class of Common Stock into
which it is to be converted, together with the certificate evidencing such share to the
Corporation at its principal place of business duly endorsed for Transfer. The
Corporation shall promptly thereafter issue and send to such holder a new certificate,
registered in the name of such holder, evidencing the applicable class of Common Stock
into which such share has been converted. Notwithstanding the foregoing, if the
certificate evidencing the share(s) to be converted are not delivered to the Corporation
at its principal place of business, the conversion shall nonetheless be deemed to have
occurred and until so delivered, such certificate shall represent solely the right to
receive the applicable shares of the applicable class of Common Stock into which such
share has been converted under this Section 4.8.2.




4.8.3 Mandatory Conversion of Class A Common Stock and Class B Common Stock in
Connection with the Exercise of Preferential and Participation Rights. Each outstanding
share of Class A Common Stock and Class B Common Stock acquired by a Televisa Investor
(or a bona fide trust arrangement satisfactory to the FCC or other third party to which
Televisa has assigned its Preferential Rights or Shares in accordance with the
Transaction Documents) shall automatically convert to one share of Class C Common Stock
or, if such conversion to Class C Common Stock would cause the Equity Percentage (but
without regard to clause (a) of the definition of Equity Percentage) to exceed the
Maximum Equity Percentage, one share of Class D Common Stock, in each case, automatically
without any further action on the part of the Corporation or the holder thereof upon the
acquisition of any Shares of Class A Common Stock or Class B Common Stock, as applicable,
by Televisa pursuant to Televisa’s exercise of the Preferential Rights or its
participation rights under the Participation, Registration Rights and Coordination
Agreement. Upon surrender of certificate(s) representing such shares of Class A Common
Stock and/or Class B Common Stock to the Corporation, the Corporation shall promptly
issue and deliver to the Televisa Investor a new certificate, registered in the name of
the Televisa Investor (or such bona fide trust arrangement satisfactory to the FCC or
such other third party), evidencing the applicable class of Common Stock into which such
share has been converted. Until so surrendered and exchanged, each such certificate
shall represent
solely the right to receive the applicable shares of the applicable class of Common
Stock into which such share has been converted under this Section 4.8.3.


 


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4.8.4 Mandatory Conversion of Class C Common Stock and Class D Common Stock. (a)
Each outstanding share of Class C Common Stock shall automatically convert to one share
of Class A Common Stock, and each outstanding share of Class D Common Stock shall
automatically convert into one share of Class A Common Stock, in each case, automatically
without any further action on the part of the Corporation or the holder thereof and
effective immediately upon any Transfer of such share of Class C Common Stock or Class D
Common Stock, as applicable, to any Person that is not a Televisa Investor (and is not a
bona fide trust arrangement satisfactory to the FCC or other third party to which
Televisa has assigned its Preferential Rights or Shares in accordance with the
Transaction Documents), solely with respect to the Shares so Transferred (such event, a
“Mandatory Conversion Event”). (b) Each outstanding share of Class C Common
Stock shall automatically convert to one share of Class D Common Stock without any
further action on the part of the Corporation or the holder thereof and effective
immediately upon any event that would cause the Equity Percentage (but without regard to
clause (a) of the definition of Equity Percentage) to exceed the Maximum Equity
Percentage, including as contemplated by Section 8.3(d) of the Investment Agreement or
Section 6.4 of the Principal Investor Agreement. (c) In the case of a conversion
contemplated by clause (a) or (b) above or Section 4.8.5, the
Corporation shall, promptly after receiving the certificate representing the applicable
 shares of Class C Common Stock or Class D Common Stock subject to the conversion, issue
and send to such holder a new certificate, registered in the name of such holder,
evidencing the applicable class of Common Stock into which such share has been converted.
Until so surrendered and exchanged, each such certificate shall represent solely the
right to receive the applicable shares of the applicable class of Common Stock into which
such share has been converted under this Section 4.8.4.




4.8.5 Mandatory Conversion of Class A Common Stock and Class B Common Stock in
Connection with a Compliant Change of Control Transaction. Each outstanding share of
Class A Common Stock that is held by a Televisa Investor shall automatically convert to
one share of Class C Common Stock, and each outstanding share of Class B Common Stock
that is held by a Televisa Investor shall automatically convert to one share of Class D
Common Stock, in each case, automatically and without any further action on the part of
the Corporation or such Televisa Investor effective as of the day prior to the record
date for the stockholder vote in respect of a Compliant Change of Control Transaction
that is structured as a merger and with respect to which such Televisa Investor does not
exercise its tag-along rights set forth in Section 4.8 of the Stockholders
Agreement (it being understood that such automatic conversion shall not apply to any
 shares of Class A Common Stock or Class B Common Stock with respect to which Televisa has
exercised such tag-along rights) (or, if there is no record date, then such conversion
shall be effective immediately prior to the effectiveness of such Compliant Change of
Control Transaction). Thereafter, the rights of the Televisa Investors to convert shares
of Class C Common Stock and shares of Class D Common Stock into shares of Class A Common
Stock and/or shares of Class B Common Stock shall apply (a) immediately with respect to
any shares that
Televisa may Transfer to Persons other than Televisa Investors in accordance with
the other Transaction Agreements and (b) otherwise following the consummation of such
Compliant Change of Control Transaction or the termination of the agreement providing for
such Compliant Change of Control Transaction.


 


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4.9. Effect of Conversion. From and after the time of conversion of any share of
Common Stock, the rights of the holder thereof as such shall cease with respect to such share,
but for the sake of clarity, not with respect to the share(s) into which it was converted.




4.10. Liquidation Preference. In the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation (which terms, for the avoidance of
doubt, exclude any public offering, Change of Control or merger, consolidation or similar
business combination in which the Corporation is a constituent party or a subsidiary of the
Corporation is a constituent party and the Corporation issues shares of its capital stock
pursuant to such merger, consolidation or other business combination or the sale, lease,
transfer, exclusive license or other disposition, in a single transaction or series of related
transactions, by the Corporation or any subsidiary of the Corporation of all or substantially
all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or
disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if
substantially all of the assets of the Corporation and its subsidiaries taken as a whole are
held by such subsidiary or subsidiaries, in each case unless such transaction is intended to
effect or further a liquidation, dissolution or winding up) occurring prior to a Qualified
Public Offering or a Compliant Change of Control Transaction (whether or not to a Purchaser of
Control) (any such event, a “Liquidation Event”), each holder of shares of Class C
Common Stock and Class D Common Stock shall, upon such Liquidation Event, be entitled to receive
out of the assets of the Corporation legally available for distribution to the stockholders (the
“Proceeds”), prior to and in preference to any distribution made on the Class A Common
Stock, Class B Common Stock or any other stock ranking junior to the Class C Common Stock and
Class D Common Stock, an amount per share equal to the sum of (i) (x) the aggregate amount paid
at Closing by the Televisa Investors for shares of Class C Common Stock, Class D Common Stock
and any Convertible Securities convertible into such shares issued, in each case, under the
Investment Agreement plus the aggregate amount paid by the Televisa Investors to the Corporation
and other holders of Shares for the Additional Equity Amount pursuant to the exercise of
Preferential Rights (as such term is defined in the Stockholders Agreement) or the participation
rights set forth in Section 2.1.2 of the Participation, Registration Rights and Coordination
Agreement (as adjusted for any stock splits, stock dividends, reverse stock splits, stock
combinations, recapitalizations and other similar capitalization changes) divided by (y) the
aggregate number of such shares of Class C Common Stock, Class D Common Stock and shares of
Common Stock underlying Convertible Securities which shares of Common Stock and Convertible
Securities were actually acquired by the Televisa Investors as referred to in clause (x)
(as adjusted for any stock splits, stock dividends, reverse stock splits, stock combinations,
recapitalizations and other similar capitalization changes), plus (ii) any declared but
unpaid dividends on such shares of Class C Common Stock or Class D Common Stock, as applicable
(such sum, the “Televisa Liquidation Preference Amount”). If, upon the occurrence of
such Liquidation Event, the Proceeds distributed to the holders of the Class C Common Stock and
Class D Common Stock are insufficient to permit the payment to such holders of the full Televisa


 


26









 






Liquidation Preference Amount, then all Proceeds shall be distributed ratably among the
holders of the Class C Common Stock and Class D Common Stock, based on the number of shares of
Class C Common Stock and Class D Common Stock held by each such holder. After distribution of
the full Televisa Liquidation Preference is made, each holder of Class A Common Stock and/or
Class B Common Stock shall be entitled to receive out of the remaining Proceeds an amount per
share equal to the Televisa Liquidation Preference Amount (the “Catch-Up Liquidation
Preference Amount”). If, upon the occurrence of such Liquidation Event, the Proceeds
distributed to the holders of the Class A Common Stock and Class B Common Stock are insufficient
to permit the payment to such holders of the full Catch-Up Liquidation Preference Amount, then
the entire remaining Proceeds shall be distributed ratably among the holders of the Class A
Common Stock and Class B Common Stock, based on the number of shares of Class A Common Stock and
Class B Common Stock held by each such holder. After distribution of the full Catch-Up
Liquidation Preference Amount to the holders of Class A Common Stock and Class B Common Stock is
made, any remaining Proceeds shall be distributed ratably among the holders of Common Stock,
based on the number of shares of Common Stock held by each such holder. For the avoidance of
doubt, Televisa’s and its Affiliates’ rights to the Televisa Liquidation Preference Amount shall
terminate upon the earlier to occur of a Qualified Public Offering or a Compliant Change of
Control Transaction.




4.11. Replacement. Upon receipt of an affidavit of the registered owner of one or
more shares of any class of Common Stock (or such other evidence as may be reasonably
satisfactory to the Corporation) with respect to the ownership and the loss, theft, destruction
or mutilation of any certificate evidencing such shares of Common Stock, and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (if the Board, acting in good faith, deems such indemnification to be necessary or
advisable), or, in the case of any such mutilation upon surrender of such certificate, the
Corporation shall execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.




4.12. Notices. All notices referred to herein shall be in writing, shall be
delivered personally or by first class mail, postage prepaid, and shall be deemed to have been
given when so delivered or mailed to the Corporation at its principal executive offices and to
any stockholder at such holder’s address as it appears in the stock records of the Corporation
(unless otherwise specified in a written notice to the Corporation by such holder).



5. Stock Ownership and the Federal Communications Laws.




5.1. Restrictions on Stock Ownership and Transfer. Except as otherwise set forth
in Section 5.3, the Corporation may restrict the ownership, or proposed ownership, of
Company Securities of the Corporation by any Restricted Public Shareholder or other Person
(other than any Televisa Investor or any Principal Investor and their Permitted Transferees, or
a Purchaser of Control) if such ownership or proposed ownership (a) is or could be inconsistent
with, or in violation of, any provision of the Federal Communications Laws, (b) limits or
impairs or could limit or impair any business activities or proposed business activities of the
Corporation under the Federal Communications Laws or
(c) subjects or could subject the Corporation


 


27









 






to any law, regulation or policy under the Federal Communications Laws to which
the Corporation would not be subject but for such ownership or proposed ownership (clauses (a),
(b) and (c) collectively, “FCC Regulatory Limitations”); in each case so long as such
restriction is approved by both Televisa and the Majority Principal Investors (or, following a
Principal Investor Sell-Down, both Televisa and the Board). Notwithstanding anything to the
contrary herein, in no event may the Corporation take any action (x) in order to comply with or
the Federal Communications Laws that Discriminates against Televisa or the Televisa Investors,
(y) that restricts or deprives any Televisa Investor of the ownership, or proposed ownership, of
any securities of the Corporation, or (z) that adversely affects the governance rights, rights
to Board seats, approval rights, liquidation preference, participation rights, tag-along rights,
exemption from drag-along obligations, right of first offer, Preferential Rights and other
rights or obligations of the Televisa Investors set forth in this Certificate of Incorporation
and the other Transaction Agreements or the rights of any Televisa Investor with respect to a
FCC Permitted Increase in Ownership. For purposes of this Section 5, the term
“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.




5.2. Requests for Information. If the Corporation believes that the ownership or
proposed ownership of Company Securities of the Corporation by any Person (other than a Televisa
Investor) may result in an FCC Regulatory Limitation, such Person shall furnish promptly to the
Corporation such information (including, without limitation, information with respect to
citizenship, other ownership interests and affiliations) as the Corporation shall request.




5.3. Denial of Rights, Refusal to Transfer. At any time following the Initial
Public Offering, if (a) any Person from whom information is requested pursuant to Section
5.2 does not provide all the information requested by the Corporation, or (b) the
Corporation shall conclude in its sole discretion that a Person’s ownership or proposed
ownership of, or that a Person’s exercise of any rights of ownership with respect to Company
Securities of the Corporation, results or could result in an FCC Regulatory Limitation, then, in
the case of either clause (a) or clause (b), the Corporation may (i) refuse to permit the
Transfer of Company Securities of the Corporation to such Person, (ii) suspend those rights of
stock or equity ownership the exercise of which causes or could cause such FCC Regulatory
Limitation, (iii) require the conversion of any or all shares of Voting Stock held by such
Person into an equal number of shares of the corresponding class of Non-Voting Stock, (iv)
redeem Company Securities of the Corporation held by such Person, (v) sell the Company
Securities of the Corporation held by such Person to an FCC-qualified holder or (vi) Transfer
the Company Securities of the Corporation held by such Person to an FCC-Approved Trust, in each
case, in accordance with the terms and conditions set forth in Section 5.4, and/or (vii)
exercise any and all appropriate remedies, at law or in equity, in any court of competent
jurisdiction, against any such Person, with a view towards obtaining such information or
preventing or curing any situation which causes or could cause an FCC Regulatory Limitation;
provided, that this Section 5.3 shall not apply to any Principal Investor or any
Company Securities they hold without the consent of the Majority Principal Investors, and, in
the event such consent is granted, clauses (iv), (v), (vi) and (vii) shall apply to each
Principal Investor on a pro rata basis; and provided further, that this
Section 5.3 shall not apply to any
Televisa Investors or any Company Securities they hold. Any refusal of Transfer or
suspension of rights pursuant to clauses (i) and (ii) respectively, of the immediately preceding
sentence shall remain in effect until the requested information has been received and the
Corporation has determined in its sole discretion that such Transfer, or the exercise of such
suspended rights, as the case may be, will not result in an FCC Regulatory Limitation.


 


28









 






5.4. The terms and conditions of any redemption effected pursuant to clause (iv) of
Section 5.3, any sale to a U.S. citizen effected pursuant to clause (v) of Section
5.3 and any Transfer to an FCC-Approved Trust effected pursuant to clause (vi) of
Section 5.3 shall be as follows:




(i) (1) the redemption price of any Company Securities to be redeemed pursuant
to Section 5.3(iv) shall be equal to the Fair Market Value (as hereinafter
defined) of such shares, and (2) the sale price of any Company Securities to be sold
pursuant to Section 5.3(v) shall be equal to the Third Party Purchase Price
(as hereinafter defined) of such shares;




(ii) the redemption price of any Company Securities to be redeemed pursuant
to Section 5.3(iv) may be paid in cash, Redemption Securities (as
hereinafter defined) or any combination thereof;




(iii) if less than all Company Securities are to be redeemed pursuant to
Section 5.3(iv), sold pursuant to Section 5.3(v) and/or Transferred
pursuant to Section 5.3(vi), as applicable, then the Company Securities to
be so redeemed, sold or Transferred shall be selected in such manner as shall be
determined by the Corporation’s Board, which may include selection first of the most
recently purchased Company Securities, selection by lot or selection in any other
manner determined in good faith by the Board; provided, however,
that following the Initial Public Offering, the Corporation’s Board shall only
select for such redemption, sale and/or Transfer the Company Securities of any
Restricted Public Stockholders and shall not select Company Securities then owned or
controlled by a member of the PITV Investor Group;




(iv) at least 15 days’ written notice of the Redemption Date (as hereinafter
defined), the Sale Date (as hereinafter defined) or the Transfer Date (as
hereinafter defined), as applicable, shall be given to the record holders of Company
Securities selected to be redeemed pursuant to Section 5.3(iv), sold
pursuant to Section 5.3(v) and/or Transferred pursuant to Section
5.3(vi), as applicable (unless waived in writing by any such holder);
provided in the case of redemption that the Redemption Date may be the date
on which written notice shall be given to record holders if the cash, Redemption
Securities or combination thereof necessary to effect such redemption shall have
been deposited in trust for the benefit of such record holders and subject to
immediate withdrawal by them upon surrender of the Company Securities to be so
redeemed;


 


29









 






(v) from and after the Redemption Date, any and all rights of whatever nature
in respect of the Company Securities selected for redemption pursuant to
Section 5.3(iv) (including, without limitation, any rights to vote or
participate in dividends declared on Company Securities of the same class or series
as the Company Securities selected for redemption), shall cease and terminate, and
the holders of such Company Securities selected for redemption pursuant to
Section 5.3(iv) shall thenceforth be entitled only to receive the cash or
Redemption Securities payable upon such redemption; and




(vi) such other terms and conditions as the Board shall determine in good
faith.



For purposes of this Section 5.4:




(a) “Company Securities” shall mean both (i) as to any Person that is a
corporation, the authorized shares of such Person’s capital stock, including all
classes of common, preferred, voting and nonvoting capital stock, and, as to any
Person that is not a corporation or an individual, the ownership, membership,
partnership, limited liability company or other interests, as the case may be, in
such Person, including, without limitation, the right to share in profits and
losses, the right to receive distributions of cash and property, and the right to
receive allocations of items of income, gain, loss, deduction and credit and similar
items from such Person, whether or not such interests include voting or similar
rights entitling the holder thereof to exercise control over such Person; and (ii)
securities and obligations that, directly or indirectly, whether or not upon the
satisfaction of one or more conditions, are convertible into or exercisable or
exchangeable for “Company Securities” as described in clause (i) of this definition.




(b) “Fair Market Value” shall mean, with respect to any Company
Securities of the Corporation, the volume weighted average sales price for such
Company Securities on the New York Stock Exchange or, if such Company Securities are
not listed on such exchange, on the principal registered securities exchange on
which such Company Securities are listed, during the 30 most recent days on which
such Company Securities shall have been traded preceding the day on which notice of
redemption shall be given pursuant to this Section 5.4; provided,
however, that if such Company Securities are not traded on any securities
exchange, “Fair Market Value” shall be determined by the Board in good faith; and
provided, further, that “Fair Market Value” as to any Person who
purchased his, her or its Company Securities within 120 days of a Redemption Date
need not (unless otherwise determined by the Board in good faith) exceed the
purchase price paid by such Person.




(c) “Non-Voting Stock” shall mean shares of Class B Common Stock.




(d) “Redemption Date” shall mean the date fixed by the Board for the
redemption of any Company Securities of the Corporation pursuant to this Section
5.4.


 


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(e) “Redemption Securities” shall mean any debt or equity securities of
the Corporation, any subsidiary of the Corporation or any other corporation or other
entity, or any combination thereof, having such terms and conditions as shall be
approved by the Board and which, together with any cash to be paid as part of the
redemption price, in the opinion of any nationally recognized investment banking
firm selected by the Board (which may be a firm which provides other investment
banking, brokerage or other services to the Corporation), has a value, at the time
notice of redemption is given pursuant to this Section 5.4, at least equal
to the Fair Market Value of such Company Securities to be redeemed pursuant to this
Section 5.4 (assuming, in the case of Redemption Securities to be publicly
traded, such Redemption Securities were fully distributed and subject only to normal
trading activity).




(f) “Restricted Public Stockholders” shall mean each stockholder of the
Corporation (other than the Televisa Investors and the Principal Investors) (i) that
has acquired Company Securities in a public offering pursuant to an effective
registration statement under the Securities Act, in a transaction meeting the
requirements of Rule 144 of the Securities Act, in a block sale in the ordinary
course of such stockholder’s trading business or otherwise in the public markets,
and (ii) whose ownership or proposed ownership thereof, or whose exercise of any
rights of ownership with respect thereto, results or could result in an FCC
Regulatory Limitation.




(g) “Sale Date” shall mean the date on which the Board anticipates the
sale of any Company Securities of the Corporation pursuant to this Section
5.4 to occur.




(h) “Third Party Purchase Price” shall mean the cash purchase price at
which Company Securities are sold on behalf of the owner of such Company Securities
to the highest cash bidder in a sale process conducted by a nationally recognized
investment banking firm.




(i) “Transfer Date” shall mean the date on which the Board anticipates
the Transfer to an FCC-Approved Trust of any Company Securities of the Corporation
pursuant to this Section 5.4 to occur.



6. The business and affairs of the Corporation shall be managed by or under the direction of
the Board. The election of directors need not be by ballot unless the Bylaws shall so require.



7. Subject to the Transaction Agreements, in furtherance and not in limitation of the power
conferred upon the Board by law, the Board shall have power to make, adopt, alter, amend and repeal
from time to time Bylaws, subject to the right of the stockholders entitled to vote with respect
thereto to alter and repeal Bylaws made by the Board.



8. A director of the Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the DGCL as in effect from time to time. No
amendment or repeal of this Section 8 shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to such amendment or repeal.


 


31









 





9. To the maximum extent permitted from time to time under the law of the State of Delaware,
the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an
opportunity to participate in, business opportunities that are from time to time presented to its
officers, directors or stockholders or the Affiliates of the foregoing, other than those officers,
directors, stockholders or Affiliates who are employees of the Corporation or its direct or
indirect subsidiaries. No amendment or repeal of this Section 9 shall apply (a) to or have
any effect on the liability or alleged liability of any such officer, director, stockholder or
Affiliate for or with respect to any business opportunities of which such officer, director,
stockholder or Affiliate becomes aware prior to such amendment or repeal or (b) be adverse to any
Televisa Investor or its Affiliates or director designee(s) without Televisa’s prior written
consent.



10. The Corporation shall, to the maximum extent permitted from time to time under the law of
the State of Delaware, indemnify and upon request shall advance expenses to any person who is or
was a party or is threatened to be made a party to any threatened, pending or completed action,
suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer of the Corporation or
while a director or officer is or was serving at the request of the Corporation as a director,
officer, partner, member, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including, without limitation, service with respect to employee
benefit plans, against expenses (including, without limitation, attorney’s fees and expenses),
judgments, fines, penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit, proceeding or claim;
provided, however, that the foregoing shall not require the Corporation to
indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim
or counterclaim initiated by or on behalf of such person. Such indemnification and advancement of
expenses shall not be exclusive of other indemnification rights arising as a matter of law, under
any Bylaw, agreement, vote of directors or stockholders or otherwise, both as to action in such
person’s official capacity and as to action in another capacity while holding such office, and
shall inure to the benefit of the heirs and legal representatives of such person. Any person
seeking indemnification under this Section 10 shall be deemed to have met the standard of
conduct required for such indemnification unless the contrary shall be established. Any repeal or
modification of the foregoing provisions of this Section 10 shall not adversely affect any
right or protection of a director or officer of the Corporation with respect to any acts or
omissions of such director or officer occurring prior to such repeal or modification.



The Corporation shall have the power to purchase and maintain, at its expense, insurance on
behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, 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, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under
the DGCL or the terms of this Certificate of Incorporation.


 


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11. The books of the Corporation may (subject to any statutory requirements) be kept outside
the State of Delaware as may be designated by the Board or in the Bylaws.



12. If at any time the Corporation shall have a class of stock registered pursuant to the
provisions of the Exchange Act, for so long as such class is so registered, any action by the
stockholders of such class must be taken at an annual or special meeting of stockholders and may
not be taken by written consent.



13. The Corporation shall not be governed by Section 203 of the DGCL.



14. Subject to Section 4.3 and the Transaction Agreements, the Corporation reserves
the right to amend, alter, change or repeal any provision contained in the Certificate of
Incorporation in the manner now or hereafter prescribed by statute, and, except as specified in
this Certificate of Incorporation, all rights and powers conferred upon stockholders, directors and
officers herein are granted subject to this reservation.



15. The provisions of this Certificate of Incorporation do not derogate any of the rights and
obligations of any parties contained in any other Transaction Agreement.



[Remainder of Page Intentionally Left Blank]



 


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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed
by a duly authorized officer of this corporation on this 20th day of December, 2010.



	 	 	 	 	 
	 	BROADCASTING MEDIA PARTNERS, INC.

 	 
	 	By:  	/s/
Andrew  Hobson 	 
	 	 	Name:  	Andrew  Hobson 	 
	 	 	Title:  	Senior Executive Vice President 	 



SIGNATURE PAGE TO BROADCASTING MEDIA PARTNERS, INC AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION