**Exhibit 1.2**

 

**DEED NUMBER: SIX HUNDRED AND SEVENTY SEVEN**

 

**AMENDMENT TO THE BY-LAWS OF MULTICANAL S.A.**

 

Inthe City of Buenos Aires, on the eighth day of the month of May of the year twothousand and one, before me, Notary Public, there appears **Alejandro Alberto URRICELQUI**,married, legally domiciled at Avalos 2057 of this City, of age, legallyqualified and known to me, I attest, who appears on behalf of the companycalled “**MULTICANAL S.A.**”, with domicile at Avalos 2057, BuenosAires, in his capacity as Substituting Director thereof especially authorizedfor this act, the legal existence of which he evidences with the followingdeeds: (a) with organization deed entered on July 15, 1991 before the NotaryPublic of this City, Mr. Guillermo Emilio Coto on page 910 of Registry No.1181, a certified photocopy of the certified copy of which, registered with thePublic Registry of Commerce on July 26, 1991 under No. 5225 of Book 109, VolumeA of Corporations, was enclosed to page 6039 of the file of year 1992 of thisRegistry; (b) with the deed of amendment to By-laws of June 22, 1992, enteredon page 6039 of this Registry, a certified copy of which was registered withsuch Registry on July 27, 1992 under No. 6758 of Book 111, Volume A ofCorporations. (c) with the deed of capital increase and amendment to sectionfour of the By-laws of September 8, 1993, entered on page 10424 of thisRegistry, a certified copy of which was registered with such Registry onOctober 15, 1993 under No. 10106 of Book 113, Volume A of Corporations; (d)with the deed of capital increase and amendment to the text of section four ofthe By-laws of September 7, 1994, entered on page 12812 of this Registry, acertified copy of which was registered with such Registry on October 3, 1994under No. 10106 of Book 115, Volume A of Corporations; (e) with the deed ofamendment to sections first, seventh and eighth of the By-laws with change ofname of October 6, 1994, entered on page 14239 of this Registry, a certifiedcopy of which was registered with such Registry on October 21, 1994 under No.10814 of Book 115, Volume A of Corporations; (f) with the deed of merger,change of name and amendment to By-laws of March 15, 1996, entered on page 3231of this Registry, a certified copy of which was registered with such Registryon August 29, 1996 under No. 8175 of Book 119, Volume A of Corporations; (g)with the deed of capital increase and amendment of all the text of the By-lawsof August 6, 1996, entered on page 11677 of this Registry, a certified copy ofwhich was registered 

 

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withsuch Registry on January 10, 1997 under No. 421 of Book 120, Volume A ofCorporations; (h) with the deed of capital increase and amendment to sectionfour of the By-laws of December 13, 1996, entered on page 21839 of this Registry,a certified copy of which was registered with such Registry on August 21, 1997under No. 2196 of Book 122 of Corporations; (i) with the deed of merger of thecompanies Televisión Ensenada S.A., ETSA Emprendimientos en TelecomunicacionesS.A., Transvisión S.A., Cabtel Argentina S.A., Fincable S.A., Platavisión S.A.,C.C.T.V. S.A., Video Cable Oeste S.A., Video Cable Sur S.A., Lomaxcable S.A.,Casaro Visión S.A., Almirante Brown Cable, ABC – Visión Satelital S.A., AquaElectrónica S.A., Super Video Cable S.A., Dardo Rocha Cablevisión S.A., CeleVideo Color S.A., Telecable Lanús S.A. and Videomar S.A. of April 20, 1998,entered on page 5788 of this Registry, a certified copy of which was registeredwith such Registry on March 4, 1999 under No. 3107 of Book 4 of Corporations;(j) with the deed of capital increase and amendment of all the text of theBy-laws of July 16, 1998, entered on page 11228 of this Registry, a certifiedcopy of which was registered with such Registry on October 21, 1998 under No.11880 of Book 3 of Corporations; (k) with the deed of amendment to By-laws ofJanuary 11, 2000, entered on page 237 of this Registry, a certified copy ofwhich was registered with such Registry on March 23, 2000 under No. 4067 ofBook 10 of Corporations; and (l) with the deed of merger of the companies BuenaImagen S.A., Caro’s Televisión S.A., Ciudad del Encuentro Televisión S.A.,Circuito Cable Visión Sociedad Anónima, Compañía Cableinversora S.A., CompañíaTeleinversora S.A., Difusora Sociedad Anónima, Inversora Multivisión S.A.,M.M.D.S.-Mandataria S.A., Norte Visión Inversora S.A., Orbe Video Cable S.A.,Río de la Plata Cable Color Sociedad Anónima, Video Cable San Vicente S.A.,Sanfercable S.A., Teve Cable General Pico S.A., T.V. Cable Sociedad Anónima, Te-Ve-CoS.A., Tele Cable Norte S.A., Telemundo S.A., Videocable del Plata S.A., CableTotal Sociedad Anónima, Cerri Video Cable Sociedad Anónima, Cablevisión Du-KeSociedad Anónima, Multivisión Sociedad Anónima y Video Visión S.A. of December15, 2000, entered on page 9852 of this Registry, a certified copy of which isin the process of being registered with such Registry. In connection thereto, Itranscribe below the pertinent parts of some of the sections of the By-laws:“Section One: The name of the Company is MULTICANAL S.A. Its registered officeis located within the jurisdiction of the City of Buenos Aires. SECTION TWO:The duration of the Company is ninety nine years, counted as from the date ofits registration with the Public Registry of Commerce ... Section Eight: Theadministration and management of the Company will be the responsibility of aBoard of Directors formed by the number of members established by the 

 

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meeting,between a minimum of five (5) and a maximum of ten (10) directors, who willhold office for one year terms ... In their first meeting, directors shalldesignate a Chairman and a director to replace him in the event of his absenceor impediment. The Board of Directors shall meet with the presence of theabsolute majority of its regular members and shall decide with the majority ofvotes present ... Section Ten: The Board of Directors shall have full powers toadminister and dispose of property ... to act pursuant to powers of attorney grantedto operate with banks, of administration or to enter into agreements, thesignature of two attorneys in fact will be required ... The legal representationof the Company will be vested in the Chairman of the Board of Directors, or inthe Vice Chairman in the event of absence or impediment of the Chairman ...Section Eleven: The supervision of the Company will be the responsibility of aSupervisory Committee formed by three (3) members and the same number ofalternate members. They will hold office for one year terms ... SectionFourteen: The fiscal year ends on December 31 of each year ... The capacityinvoked by the appearing party is evidenced by the Minutes of Meeting and ofthe Board of Directors which, in their corresponding books I have had before meand are transcribed on page 3061 of this file. From such minutes it can bederived that the Board of Directors of the Company is formed as follows:  Chairman: Saturnino Herrero Mitjans;Substituting Director: Alejandro Alberto Urricelqui; Directors: Ignacio JorgeRosner, Vicente Gabriel Di Loreto and Jorge Carlos Rendo. All that has beenread and transcribed coincides with the documents mentioned, I attest. And theappearing party, in the capacity invoked, says: That the General Ordinary andExtraordinary Meeting held by the company he represents on April 27, 2001resolved to amend Section Thirteen of the By-laws, for the notarization ofwhich he delivers to me the corresponding book of minutes of meetings andmeeting attendance book, from which I transcribe the parts germane to this act,to wit: “**Minutes of Meeting**: In the City of Buenos Aires, on the 27thday of the month of April, 2000 ... the shareholders of Multicanal S.A. held aGeneral Ordinary and Extraordinary Meeting at Piedras 1743, Buenos Aires. Havingthe meeting been called to order by the Chairman, Mr. Saturnino Lorenzo HerreroMitjans, informed the attendees that three shareholders were present at themeeting, all represented, who jointly held 365,953,227 shares, of which199,466,667 are non endorsable registered ordinary shares of $1 nominal amounteach and entitled to 5 votes per share and 166,486,560 are book-entry ordinaryshares of $1 nominal amount each and entitled to one vote per share,representing 100% of the capital stock and votes of the Company, as shown onpage 32 of the Share Deposit and Meeting Attendance Book ... Then, the firstitem of the Agenda was submitted for consideration: 1) Designation of twoshareholders to approve and sign the minutes. 

 

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Mr.Oscar Jaureguito, in his capacity as representative of the shareholder ArteGráfico Editorial Argentino S.A. took the floor and motioned to have thisminutes approved and signed by him and by Mr. Jorge Rendo, in his capacity asrepresentative of the shareholder Grupo Clarín S.A.. Having the motion been putto vote, same was unanimously carried ... Then, the ninth item of the Agendawas submitted for consideration: 9) Amendment of Section Thirteen of theCorporate By-laws. The representative of the shareholder Arte Gráfico EditorialArgentino S.A. took the floor and stated that as the Shareholders and Directorspresent were aware, the extraordinary meeting of shareholders of December 28,1999 had resolved to amend, among other sections, Section Thirteen of theCorporate By-Laws, for it to provide that decisions related to: (a) theacquisition of another company’s capital stock, or of a substantial partthereof or of the assets of another company or going concern, the value ofwhich, in each case, exceeds two hundred million U.S. Dollars (US$200,000,000); (b) the sale or transfer of the Company’s assets, other than inthe ordinary course of business, if the value of the assets so sold ortransferred (which for that purpose will be equivalent to the price agreed forthe sale or transfer) exceeds fifteen million U.S. Dollars (US$ 15,000,000) andif, as a result of such sale or transfer, the aggregate amount of the sales andtransfers made during the relevant fiscal year exceeds sixty million U.S.Dollars (US$ 60,000,000); (c) the execution of agreements, refinancingagreements or other transactions resulting in an indebtedness of more thantwenty million U.S. Dollars (US$ 20,000,000) and if as a result of suchtransaction the total consolidated indebtedness of the Company (net of Cash andCash Equivalents, without including, for the purposes of this calculation, theamount received as proceeds from the transaction) is increased to more thaneight hundred and ninety nine million U.S: Dollars (US$ 899,000,000); (d) theincurrence by the Company in expenses, allocations and/or any other capitalexpenditures which exceed, in aggregate and for any fiscal year, the amountsfixed in the Company’s annual budget by thirty five million U.S. Dollars (US$35,000,000); and (e) any capital increase of the Company, be adopted, given theimportance thereof, by a meeting of shareholders duly convened and held. Hecontinued saying that, notwithstanding the aforesaid, although such Sectionincludes the definition of the term “Cash and Cash Equivalents”, it does notinclude the definition of the term “indebtedness”, which term is included inthe definition of Cash Equivalents and is of the utmost importance to calculatethe amount of the agreements, refinancing agreements and other transactionsthat exceed the stated amount and the execution of which, therefore, has to besubmitted to the approval of the shareholders’ meeting. For that reason, therepresentative motioned to accurately amend Section Thirteen of the CorporateBy-laws so as to include in such 

 

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sectionthe meaning that, for purposes of the Corporate By-laws, has the term“indebtedness” and thus determine its scope. Having the motion been put tovote, same was unanimously carried, being the text of Section Thirteen, whichis transcribed below, unanimously approved: “SETION THIRTEEN: The quorumand majorities established by sections 243 and 244 of Law No. 19,550 will beapplicable according to the class of meeting, if it is held on first or secondcall, and the matters considered thereat. Notwithstanding the aforesaid, thematters listed below will require the express approval of the Meeting: (a) theacquisition of another company’s capital stock, or of a substantial partthereof or of the assets of another company or going concern, the value ofwhich, in each case, exceeds two hundred million U.S. Dollars (US$200,000,000); (b) the sale or transfer of the Company’s assets, other than inthe ordinary course of business, if the value of the assets so sold ortransferred (which for that purpose will be equivalent to the price agreed forthe sale or transfer) exceeds fifteen million U.S. Dollars (US$ 15,000,000) andif, as a result of such sale or transfer, the aggregate amount of the sales andtransfers made during the relevant fiscal year exceeds sixty million U.S.Dollars (US$ 60,000,000); (c) the execution of agreements, refinancingagreements and other transactions resulting in an indebtedness of more than twentymillion U.S. Dollars (US$ 20,000,000) and if as a result of such transactionthe total consolidated indebtedness of the Company (net of Cash and CashEquivalents, without including, for the purposes of this calculation, theamount received as proceeds from the transaction) is increased to more thaneight hundred and ninety nine million U.S: Dollars (US$ 899,000,000); (d) theincurrence by the Company in expenses, allocations and/or any other capitalexpenditures which exceed, in aggregate and for any fiscal year, the amountsfixed in the Company’s annual budget by thirty five million U.S. Dollars (US$35,000,000); and (e) any capital increase of the Company. For purposes of theseBy-laws, (i) “Cash and Cash Equivalents” shall mean the total average amount ofthe consolidated monthly balance of cash and cash equivalents of the Companyduring the 12 months prior to the indebtedness, as shown in the consolidatedmonthly balance sheets of the Company”. (ii) “Indebtedness” shall mean (a) anyindebtedness (including principal, interest, costs and expenses) of the Companyfor money borrowed or obligations in connection with the deferred purchaseprice of goods and services; (b) all debts of third parties secured by any lienon any of the Company’s assets; (iii) all obligations for guarantees orindemnities granted by the Company for the benefit of third parties from themoment on which the Company effectively makes or provides the funds to suchpersons, and (iv) all the obligations derived from interest rate hedgeagreements, exchange rate agreements, swaps or any other similar agreements orarrangements aimed at protecting against 

 

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fluctuationsin the value of currency. Notwithstanding the aforesaid, Indebtedness shall notinclude (x) trades payable and accrued interest incurred by the companypursuant to market practices and in the ordinary course of business, and (y)the endorsement of deposit or collection instruments in the ordinary course ofbusiness. “ It was also unanimously approved to authorize the Chairman tonotarize the above proposed amendment and to authorize the Company’s attorneysin fact, Martín Guillermo Ríos, Paula del Campo and María Lucila Romero toperform all the acts aimed at: (i) obtaining the administrative approval of the*ComisiónNacional de Valores*, already requested on the terms of theapplicable rules and (ii) registering such amendment with the Superintendencyof Corporations ... There being no further business to transact, the meetingwas adjourned ... Signatures follow”. “General Ordinary and ExtraordinaryMeeting of April 27, 2001. Order Number – Date - Year 2001 - Day-Month -Shareholder – Full name and last name – Identity Document – Domicile –Representative – Full name and last name – Identity Document – Domicile -Number of shares or certificates – Certificate numbers – Class A and Class Bshares or certificates - Capital Stock – Number of votes – Signatures. **1.23.4.**Grupo Clarín S.A. – Piedras 1743, Buenos Aires – Jorge C.Rendo – DNI 10,300,723 – Piedras 1743, Buenos Aires – 101,768,793 – 23 to 25 10- 101,768,793 – 421,015,189 - There is a signature. **2.23.4.**Arte GráficoEditorial Argentino S.A. – Piedras 1743, Buenos Aires – Oscar Jaureguito – DNI11,095,088 – Piedras 1743, Buenos Aires – 116,619,894 – 9 -116,619,894 -116,619,894 - There is a signature. **3.23.4.**Multicanal Holding LLC – Hugo López – DNI 12,667,028 – Piedras 1743, BuenosAires – 147,564,540 – 1 to 22 – 1 to 8 - 147,564,540 – 626,184,812 – There is a signature. In the City of BuenosAires, on the 23rd day of the month of April, 2001 ... the receptionof attendance notices to the general ordinary and extraordinary meeting ofshareholders called for April 27, 2001 is closed, having the notices from three(3) shareholders, representing 100% of the capital stock and votes of theCompany, been received. There follows a signature. In the City of Buenos Aires,on the 27th day of April, 2001 ... this Meeting Attendance Book isclosed with the presence of three (3) shareholders, all represented, whojointly hold 365,953,227 shares, of which 166,486,560 are non endorsableregistered ordinary shares of $1 nominal amount each and entitled to 1 votesper share and 199,466,667 are non endorsable registered ordinary shares of $1nominal amount each and entitled to 5 vote per share, representing 100% of thecapital stock and votes of Multicanal S.A. There follows a signature.” Theabove minutes are also a true copy of their originals, I attest. As expressedby the appearing party, in the capacity invoked, the above transcribed minutesare hereby notarized and a certified copy is issued for its transcription withthe Public Registry of Commerce 

 

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andother purposes. THE NOTARY PUBLIC HEREBY CERTIFIES: (a) That the Minutesof Meetings Book and the Meeting Attendance Book which I have had before me forthis act have been officially sealed by the Public Registry of Commerce onMarch 13 and 4, 1997 under numbers 17138-97 and 14315-97, respectively, and (b)that the minutes of meeting transcribed appears on pages 69 to 74 of suchMinutes of Meetings Book. Having the above been read and ratified, it is signedbefore me, I attest.

 

[*Thereis a signature*]

 

Before me, [*There is a signature and a seal which reads:*]Ernesto J. Tissone – Notary Public.

 

The above coincides with its original deed entered on page 3065 ofNational Registry No. 15 of this City, authorized by Notary Public, Mr. ErnestoJosé Tissone for the Company. In my capacity of Notary Public assigned to suchRegistry, I issue this First Certified Copy in six pages and this page ontowhich I set my hand and seal in Buenos Aires, on the 8th day of themonth of May, 2001.

 

[*There is a signature and a seal whichreads:*] Ernesto J. Tissone – Notary Public

 

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