10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2001

Commission File Number: 001-12223

UNIVISION COMMUNICATIONS INC.

Incorporated in Delaware

I.R.S. Employer Identification Number: 95-4398884

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Tel: (310) 556-7676

Securities registered pursuant to Section 12 (b) of the Act:

Title of Each Class	Name of Each Exchange on which Registered
Class A Common Stock, Par Value $.01	New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý    NO o.

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        There were 141,432,737 shares of Class A Common Stock, $.01 par value, outstanding as of February 14, 2002. The aggregate market value of the Class A Common Stock of the Company held by non-affiliates on February 14, 2002 was approximately $5,900,000,000. This calculation does not include the value of any of the outstanding shares of Class P, Class T or Class V Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

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Portions of the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held May 22, 2002 are incorporated by reference into Part III hereof.

TABLE OF CONTENTS

PART I
Item 1.	Business	3
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	25
Item 6.	Selected Financial Data	26
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	36
PART III
Item 10.	Directors and Executive Officers of the Registrant	36
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management	37
Item 13.	Certain Relationships and Related Transactions	37
PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	38

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Forward-Looking Statements

        All statements, other than statements of historical fact, contained within this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "estimate," "potential," "expect," "plan" or the negative of these terms, and similar expressions intended to identify forward-looking statements.

        These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Also, these forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this report.

        Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, those described in "Risk Factors" or in the documents incorporated by reference in this report.

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PART I

ITEM 1. Business

        Univision Communications Inc., together with its wholly owned subsidiaries (the "Company"), is the leading Spanish-language media company in the United States with operations during 2001 in three business segments:

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Broadcasting:  The Company's principal business segment is broadcasting, which consists of the Univision, TeleFutura and Galavisión television networks, 48 owned-and-operated broadcast television stations (30 full-power and 18 low-power) and the Company's television production business. See "—Broadcasting."



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Internet:  Univision Online, Inc. ("Univision Online") operates the Company's Internet portal, Univision.com, which provides Spanish-language content directed at Hispanics in the U.S., Mexico and Latin America. See "—Internet."



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Music:  The Company's music recording and publishing business consists of the operations of the Univision Music Group, which was launched in April 2001 and records and publishes the music of developing and established Latin artists. See "—Music."

        At December 31, 2001, the Company had an approximate 32% interest in Entravision Communications Corporation ("Entravision"), a diversified Spanish-language media company that owns and operates the majority of the Company's non-owned full-power broadcast affiliates. Entravision operates in 21 of the nation's top 50 Hispanic markets and owns 35 of the Company's affiliated stations. The Company also holds a 50% interest in Mexico-based Disa Records, the second largest Spanish-language record label in the world, specializing in regional Mexican music.

        The Company is a Delaware corporation, and its principal executive offices are located at 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, telephone number (310) 556-7676. The Company's stock is traded on the New York Stock Exchange (UVN) and is part of the Standard & Poor's S&P 500 Index. The terms "Company," "we," "us" and "our" refer collectively to the parent company and the subsidiaries through which our various business are conducted, unless the context otherwise requires.

Recent Developments

        On December 7, 2000, the Company announced that it would acquire from USA Broadcasting, Inc. for $1.1 billion in cash, 13 full-power television stations, minority interests in four additional full-power television stations and Station Works, LLC, the master control operating system for the station group. On June 12, 2001, the Company acquired the first three full-power stations, the Station Works facility, and the minority ownership interests in the four additional full-power stations for $294,069,000 in cash. On August 21, 2001, the Company acquired the remaining 10 full-power stations through the issuance of non-interest bearing notes aggregating approximately $808,000,000. The Company made a payment under the notes of approximately $216,000,000 in September 2001 and made the remaining payment of approximately $592,000,000 in January 2002 with funds from its existing credit facility and proceeds received from the issuance of mandatory convertible preferred stock to Grupo Televisa, S.A. and its affiliates ("Televisa"). During the interim period between the acquisition of the stations in August 2001 and the respective maturity dates for the notes, the Company continued to operate these stations as English-language Home Shopping Network ("HSN") channels as required by the purchase agreement with USA Broadcasting. Each station entered into an affiliation agreement with HSN (an affiliate of USA Broadcasting) and agreed to broadcast up to 24-hours per day of HSN programming until October 1, 2001 with respect to two New York stations and until January 14, 2002 with respect to the Boston, Chicago, Cleveland, Houston, Los Angeles, Orlando, Philadelphia and Tampa stations. In August 2001, the Company also acquired the majority interest in the Washington, D.C. station (in which it had previously acquired the minority interest from USA Broadcasting) for an additional $59,000,000 through a

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bankruptcy court proceeding. At December 31, 2001, the Company had a minority interest of $69,875,000 in the San Francisco, Denver and St. Louis stations, which were part of the USA Broadcasting acquisition. In January 2002, the Company purchased the majority interest in the San Francisco station for approximately $41,000,000. The majority of the stations acquired from USA Broadcasting are part of the TeleFutura Television Group.

        In June 2001, the Company purchased for $26,000,000 an approximate 20% non-voting preferred stock equity interest in Equity Broadcasting Corporation ("Equity Broadcasting"), which is the ninth-largest broadcasting corporation in the United States with more than 40 full-power and 60 low-power television stations. In addition, in September 2001, the Company purchased an additional 4.9% of Equity Broadcasting's Class A common stock for approximately $2,500,000. This investment is accounted for under the cost method. On September 28, 2001, the Company loaned Equity Broadcasting approximately $20,000,000, which created an interest-bearing note receivable due to the Company from Equity Broadcasting. In December 2001, the Company acquired two full-power and four low-power television stations from Equity Broadcasting, and the entire note receivable plus interest was applied to the purchase price.

        Also, in June 2001, Univision Music, Inc. acquired a 50% interest in Monterrey, Mexico-based Disa Records, S.A. de C.V. ("Disa") from the Chavez family. Disa Records is the second-largest independent Spanish-language record label in the world; it represents more than 50 artists and owns a large catalog of more than 1,000 master recordings of Mexican regional music. The Chavez family maintains a 50% ownership in Disa Records and continues to manage the business. The Company has a call right and the Chavez family has a put right starting in June 2006, which will require the Company to purchase the remaining 50% interest for $75,000,000, subject to certain upward adjustments.

        On October 11, 2001, the Company entered into an asset purchase agreement to acquire stations in Killeen and El Paso, Texas from White Knight Broadcasting for approximately $30,000,000. Concurrently, the Company assigned its right to acquire the El Paso station to Entravision for approximately $18,000,000. In January 2002, the Company acquired the Killeen station for $12,000,000, and Entravision acquired the El Paso station.

        On December 19, 2001, the Company, Televisa and Corporacion Venezolana de Television, C.A. (VENEVISION), a leading international producer of Spanish-language television and Venezuela's leading television network, together with Venevision Investments LLC and its affiliates ("Venevision"), reached a multi-faceted global alliance. Under this comprehensive agreement, Univision Network, TeleFutura Network and Galavisión will now have exclusive U.S. broadcast rights to Televisa and Venevision programming (with certain limited exceptions), the most popular Spanish-language programming in the world, through 2017. As part of the agreements, Televisa made an equity investment in the Company of $375,000,000 and received Class B Preferred Stock that automatically converted, on February 25, 2002, into 10,594,500 shares, based on an arms-length negotiated 6% discount, of the Company's Class A Common Stock upon expiration of the waiting period under the Hart-Scott-Rodino Act. The parties also agreed to amend the Company's charter documents to eliminate or modify certain governance rights held by the directors elected by Televisa and Venevision and to eliminate the right of holders of the Company's Class T Common Stock and Class V Common Stock to elect additional directors upon a change in federal law increasing the percentage that non-U.S. citizens may own in companies that own television stations. In connection with the changes to the Company's charter documents, the Company issued warrants to both Televisa and Venevision to purchase in the aggregate, in the case of Televisa, 9,000,000 warrants to acquire 6,274,864 additional shares of Class A Common Stock and 2,725,136 additional shares of Class T Stock and, in the case of Venevision, 2,800,000 warrants to acquire 74,864 additional shares of Class A Common Stock and 2,725,136 Class V Stock. The warrants were issued in exchange for the value of certain rights previously held by the holders of shares of Class T and Class V Stock. The exercise price of the warrants is $38.261 per share. At December 31, 2001, Televisa and Venevision owned a total of 9,002,000 and 30,237,700 warrants, respectively, which includes warrants issued in December 1992. The 1992 warrants are

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exercisable for Class T and Class V Common Stock at an exercise price of $0.0322 per share. In addition, the Company agreed to acquire Televisa's music recording company, Fonovisa Music Group ("Fonovisa"), North America's premier Latin music label, for 6 million shares of Class A Common Stock and warrants to purchase 100,000 shares of Class A Common Stock at an exercise price of $38.261 per share.

        The Company also agreed to form a venture with Televisa to engage in the exploitation in the U.S. of Televisa's pay television channels (but excluding general entertainment channels and novelas). Televisa's existing channels include music video channels and movie channels.

        Effective February 1, 2002, the Company entered into a time brokerage agreement with Raycom Media, Inc. ("Raycom") to manage its two stations in Puerto Rico. Under the agreement, the Company will program WLII-TV 11 in San Juan and WSUR-TV 9 in Ponce, collectively branded as "Teleonce" on behalf of Raycom. The new programming under the agreement will also be telecast through WORA-TV 5 in Mayaguez, the long-term western affiliate to Teleonce. The management fee to the Company will be approximately $500,000 per year. In addition, the Company entered into an option agreement that expires on December 31, 2004 to acquire these stations for $190,000,000. The purchase price will be reduced if certain earnings targets are met during the period prior to the expiration of the option agreement.

Broadcasting

        The Company's principal business segment is broadcasting, which consists of the Univision, TeleFutura and Galavisión television networks, the Univision Television Group ("UTG") owned-and-operated broadcast television stations (collectively, the "UTG O&Os"), the TeleFutura Television Group ("TTG") owned-and-operated broadcast television stations (collectively, the "TTG O&Os") and the Company's television production business.

Univision Network, Univision Television Group and Univision Network Affiliates

        Univision Network.    The Univision Network is the leading Spanish-language television network in the U.S., reaching more than 97% of all U.S. "Hispanic Households" (those with a head of household who is of Hispanic descent or origin, regardless of the language spoken in the household). It is the most watched television network (English or Spanish-language) among Hispanic Households and had a 79% average share in prime time of the U.S. Spanish-language network television audience in the 2000-2001 season. From its operations center in Miami, the Univision Network provides its broadcast and cable affiliates with 24 hours per day of Spanish-language programming with a prime time schedule of substantially all first-run programming (i.e., no re-runs) throughout the year. The operations center also provides production facilities for Univision Network's news and entertainment programming.

        Univision Television Group.    At December 31, 2001, UTG owned-and-operated 16 full-power (15 of which are affiliated with Univision Network) and six low-power stations, representing approximately 73% of its Network broadcast distribution. Fifteen of the UTG O&Os broadcast Univision Network's programming, and most produce local news and other programming of local importance, cover special events and may acquire programs from other suppliers. These full-power UTG O&Os are located in 11 of the top 15 designated market areas ("DMAs") in terms of numbers of Hispanic Households—Los Angeles, New York, Miami, Houston, Chicago, Dallas, San Francisco, San Antonio, Phoenix, Fresno and Sacramento. According to the November 2001 Nielsen Station Index ("NSI") Survey, which measures local station viewing of all households in a specific DMA, three of the full-power UTG O&Os (located in Fresno, Houston and Miami) rank as the top station in their respective DMAs, English- or Spanish-language, based on total audience rank of adults 18 to 49 years of age. UTG's Bakersfield full-power station is a UPN affiliate. UTG's six low-power, Spanish-language television stations serve the Austin, Bakersfield, Fort Worth, Phoenix, Santa Rosa and Tucson DMAs. As of December 31, 2001, Univision Network had 16 full-power and 27 low-power television station affiliates ("UTG Affiliated Stations") and

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approximately 1,352 cable affiliates. As of December 31, 2001, each of the UTG O&Os and its full-power affiliated stations ranked first in Spanish-language television viewership in its DMA.

        Univision Network produces and acquires programs, makes those programs available to its affiliates, including the UTG O&Os, and sells network advertising. The full-power UTG O&Os and full-power Univision Network affiliated stations together reach approximately 7.8 million, or approximately 77%, of Hispanic Households. The low-power UTG O&Os and low-power Univision Network affiliated stations (including translators) together reach approximately .9 million, or approximately 9%, of Hispanic Households. The cable affiliates and direct broadcast systems reach approximately 1.2 million, or approximately 11%, of Hispanic Households.

        Affiliation Agreements.    Each of Univision Network's affiliates has the right to preempt (i.e., to decline to broadcast at all or at the time scheduled by Univision Network), without prior Univision Network permission, any and all Univision Network programming that it deems unsatisfactory, unsuitable or contrary to the public interest or to substitute programming it believes is of greater local interest, provided that Univision Network consents to any rescheduling of preempted programming.

        Each affiliation agreement grants Univision Network's affiliate the right of first refusal to Univision Network's entire program schedule.    The affiliation agreements generally provide that 50% of all advertising time be retained by Univision Network for Univision Network advertising and the other 50% of the time be allocated to Univision Network's affiliate for local and national spot advertising. However, this allocation may be modified at Univision Network's discretion.

        The UTG Affiliated Stations retain 100% of all local and national advertising revenues, and Univision Network retains 100% of network advertising revenues.

        Univision Network from time to time may enter into affiliation agreements with additional stations in new DMAs based upon its perception of the market for Spanish-language television and the Hispanic market in the station's DMA.

        Cable Affiliates.    Univision Network has historically used cable affiliates to reach communities that could not support a broadcast affiliate because of the relatively small number of Hispanic Households. Cable affiliation agreements may cover an individual system operator or a multiple system operator. Cable affiliation agreements are for the most part non-exclusive, thereby giving Univision Network the right to license all forms of distribution in cable markets. Cable affiliates generally receive Univision Network's programming for a fee based on the number of subscribers. Univision Network retains 100% of the allocation of network advertising revenues attributable to cable affiliates and provides certain cable affiliates with two minutes of local advertising time per hour. Cable affiliates retain 100% of local and national advertising revenues.

        Affiliate Rank.    According to the November 2001 Nielsen Hispanic Station Index ("NHSI") and the November 2001 NSI, 11 of the 15 full-power UTG O&Os (Los Angeles, New York, Miami, Houston, Chicago, Dallas/Ft. Worth, San Francisco, San Antonio, Phoenix, Fresno and Sacramento) ranked first among Spanish-language television stations in their respective DMAs. No data was available for the other four full-power UTG O&Os (Philadelphia, Atlanta, Killeen/Waco and Cleveland), which became Univision Network affiliates in January 2002. In addition, 15 of the 16 full-power UTG Affiliated Stations (McAllen/Brownsville, Albuquerque, Denver, El Paso, Tampa, Orlando, Boston, Las Vegas, Corpus Christi, Salines/Monterey, Hartford/New Haven, Laredo, Yuma/El Centro, Santa Barbara-Santa Maria-San Luis Obisbo, Odessa/Midland) also ranked first among Spanish-language television stations in their respective DMAs. No data was available for the Portland affiliate, which became a Univision Network affiliate in January 2002.

TeleFutura Network and TeleFutura Television Group

        TeleFutura Network.    On January 14, 2002, the Company launched a new 24-hour general-interest Spanish- language broadcast network, TeleFutura, to meet the diverse preferences of the multi-faceted U.S.

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Hispanic community. TeleFutura Network's signal covers approximately 72% of all U.S. Hispanic households through TeleFutura O&Os (14 full-power and 12 low-power television stations) and TeleFutura Network's affiliates, 1 full-power and 17 low-power stations ("TTG Affiliated Stations"). The TeleFutura Network is designed to counter-program traditional Spanish-language lineups and draw additional viewers to Spanish-language television.

        TeleFutura Television Group.    The TTG O&Os consist of 14 full-power and 12 low-power Spanish-language television stations, representing approximately 85% of the TeleFutura Network broadcast distribution. The TTG O&Os include full-power stations in 8 of the top 10 U.S. Hispanic markets. The 14 full-power TTG O&Os are located in Los Angeles, New York (2 stations), Miami, Houston, Chicago, Dallas, San Francisco, Phoenix, Washington, Tampa, Orlando, Boston and Tucson. The 12 low-power TTG O&Os serve the Hartford, Lompoc, Paso Robles, Philadelphia, Phoenix, San Antonio, San Luis Obispo, Santa Barbara, Santa Maria and Tucson markets. In addition, the TeleFutura Network expects to enter into affiliation agreements with broadcast television stations and cable television systems to provide TeleFutura Network programming.

        After being acquired from USA Broadcasting in August 2001, eight of the 14 full-power TTG O&Os, i.e., the Los Angeles, New York (2 stations), Houston, Chicago, Tampa, Orlando and Boston stations were operated as English-language Home Shopping Network ("HSN") channels as required by the terms of the Company's acquisition agreement with USA Broadcasting. See "—Recent Developments" and Note 14 to Notes to Consolidated Financial Statements.

Galavisión

        The Company also owns Galavisión Network ("Galavisión"), the leading U.S. Spanish-language general entertainment basic cable television network, which reaches approximately 5 million Hispanic cable and direct broadcast system subscribers. According to Nielsen Media Research ("Nielsen"), Galavisión reaches over 75% of all Hispanic Households that subscribe to cable and direct broadcast systems. Galavisión's programming line-up includes sports, music, bicultural shows, educational children's programming, news, novelas, variety, monthly specials and movies.

        The Company programs its three networks so that Galavisión, Univision Network and TeleFutura Network generally will not run the same type of program simultaneously.

Music Recording and Publishing

        In April 2001, the Company launched Univision Music Group, its music publishing and recording division, which is led by music industry veteran, José Behar, and is headquartered in Los Angeles. Univision Music Group consists of the Company's formation of a wholly-owned subsidiary, Univision Music, Inc., and its majority-owned subsidiary Univision Music LLC. Univision Music, Inc. owns 98% of Univision Music LLC, 1% is owned by the Company and 1% is owned by Diara, Inc., which is wholly-owned by José Behar. Under the terms of the operating agreement for Univision Music LLC, Diara's ownership interest escalates to 20% by the end of the fifth year of operations. In 2006, Diara has a put right and Univision Music, Inc. has a call right that would require Univision Music, Inc. to purchase all of Diara's interest in Univision Music LLC. See Note 3 to Notes to Consolidated Financial Statements.

        Also, in June 2001, Univision Music, Inc. acquired a 50% interest in Monterrey, Mexico-based Disa Records, S.A. de C.V. ("Disa") from the Chavez family. Disa Records is the second-largest independent Spanish-language record label in the world; it represents more than 50 artists and owns a large catalog of more than 1,000 master recordings of Mexican regional music. The Chavez family maintains a 50% ownership in Disa Records and continues to manage the business. The Company has a call right and the Chavez family has a put right starting in June 2006, that will require the Company to purchase the remaining 50% interest for $75,000,000, subject to certain upward adjustments.

        In December 2001, as part of the transaction with Televisa (see "—Recent Developments"), the Company agreed to acquire Fonovisa, Televisa's Latin music company. Fonovisa has approximately 120

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recording artists on its roster and owns a substantial record and music publishing catalog. The Company expects the acquisition to be completed in the second quarter of 2002. The Company and Mr. Behar are re-negotiating his employment contract to take into account the Fonovisa agreement.

        Upon completion of the Fonovisa acquisition, Univision Music Group will have three recording labels—Univision Music, Disa and Fonovisa—and is expected to be among the leaders in record sales of Latin music in the U.S. and Puerto Rico.

        The Univision Music label signed several young Latin artists in 2001, some of whom already have achieved great success. A number of the first releases in 2001 shot almost immediately to top positions on Billboard Magazine's Latin charts—an event that usually takes new artists and their labels several years and multiple albums to accomplish. With its two current labels, Univision Music and Disa, Univision Music Group has recording contracts with several artists whose recordings have achieved gold record status (100,000 units in the Spanish-music industry).

Internet

        Through its online subsidiary, Univision Online, Inc., the Company develops, publishes and distributes content for online services intended to appeal to a broad consumer interest in entertainment, sports, recreation, travel, news, and personal finance. The Company's Internet portal, Univision.com, is directed at Hispanics in the United States, Mexico and Latin America. Working from offices in New York, Miami, Los Angeles and Mexico City, Univision Online is producing a substantial percentage of its own Spanish-language programming content, including streaming video featuring stars of Univision Network, TeleFutura Network, Galavisión and the sports and entertainment fields. The Company launched its Internet operations in the third quarter of 2000 and has significantly expanded its Internet business in 2001. In its first full year of operations, Univision.com became the #1 Spanish-language website for U.S. Hispanics based on Nielsen Media Research in May/June 2001.

        Use of the Internet by U.S. Hispanics is climbing rapidly. In 1998, fewer than 10% of U.S. Hispanic households had Internet access. By 2001, the percentage had more than tripled to 32.3%, and it is projected to continue to increase rapidly in the next two years. In 2001, Spanish-speaking and bilingual Internet users in the U.S. visited Univision.com three times more often than they did Yahoo! En Español and four times more often than they did Terra, based on Nielsen Media Research conducted in May/June 2001. Also in 2001, page views grew by a 10.8% monthly compounded rate based on 2001 Univision.com Audit Bureau Circulation Interactive ("ABCi") audits. As a result of these factors, Univision Online attracted more than 45 advertisers from major consumer product companies in 2001, including firms buying advertising across all of the Company's media platforms.

        During 2001, Univision Online entered into various strategic content and marketing alliances, including the following:

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America Online.  In December 2001, the Company entered into an extensive strategic content and marketing alliance with America Online, Inc., which will expand the Company's U.S. Hispanic Internet penetration. Under this agreement, America Online will expand its Spanish-language offering by featuring Univision.com content across several America Online, Inc. interactive properties, including AOL, CompuServe and Netscape. Users of Univision.com will have access to co-branded email and Instant Messenger applications from AOL.


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Country Wide Home Loans & Fannie Mae.  In February 2001, Univision Online, Inc., together with Countrywide Home Loans, Inc. and Fannie Mae, launched the Casa Channel on Univision.com. Casa is the first on-line Spanish-language resource for home buying and home ownership and was created to help increase the home ownership rate among Hispanics by providing the necessary home buying information, tools and the ability to apply for a loan online. The Casa Channel provides consumers with critical information about the mortgage process, including information regarding the importance of the buyer's credit status, refinancing, home improvement projects and financing, key mortgage-related terms and Fannie Mae's True Cost Calculator. The True Cost

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calculator is an online tool that helps consumers calculate all the costs of getting a mortgage, including interest rates and points, mortgage insurance costs, appraisal fees, title insurance fees and other settlement charges.

The Hispanic Audience in the United States

        Management believes that Spanish-language television, in general, and the Company, in particular, have benefited and will continue to benefit from a number of factors, including projected Hispanic population growth, high Spanish-language retention among Hispanics, increasing Hispanic buying power and greater advertiser spending on Spanish-language media. Unless otherwise noted, the research data provided below, pertaining to the Hispanic audience in the U.S., was derived from "The Hispanic Consumer Market Report in 1999 and Forecasts to 2020: Standard & Poor's DRI, 2000."

        Hispanic Population Growth and Concentration.    The Hispanic population of the U.S. increased by 58% between 1990 and 2000 to 35.3 million according to the 2000 U.S. Census. This rate of growth was more than 4 times that of the total U.S. population and approximately 7 times that of the U.S. non-Hispanic population. While Hispanics accounted for 12.5% of the U.S. population in 2000, the U.S. Census Bureau projects that the Hispanic percentage will double to approximately 25% of the total U.S. population by the middle of this century, confirming a fundamental shift in the ethnic makeup of the country. According to the 2000 U.S. Census, Hispanics accounted for 27% of the population of New York City and 46.5% of Los Angeles, the two cities with the largest total and the largest Hispanic populations. Approximately 50% of all Hispanics are located in the seven U.S. cities with the largest Hispanic populations, and the Company, through the UTG O&Os and the TTG O&Os, owns two stations in six of these cities, and three stations in the New York market.

        Spanish-Language Use.    Approximately 68% of all Hispanics, regardless of income or educational level, speak Spanish at home. This percentage is expected to remain relatively constant through 2010. Consequently the number of Hispanics speaking Spanish in the home is expected to increase significantly in the foreseeable future. As shown in the chart below, the number of Hispanics who speak Spanish in the home is expected to grow from 16.2 million in 1990 to 23.5 million in 2002 and 29.3 million in 2010. The Company believes that the strong Spanish-language retention among Hispanics indicates that the Spanish-language media has been and will continue to be an important source of news, sports and entertainment for Hispanics.

Spanish Language Use

Source: Standard & Poor's DRI

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        Greater Hispanic Buying Power.    The Hispanic population represents estimated total consumer expenditures of $523 billion in 2002 (7.7% of the total U.S. consumer expenditures), an increase of 143% since 1990. Hispanics are expected to account for $1 trillion of U.S. consumer spending (9.5% of the U.S. total consumer expenditures) by 2010, far outpacing the expected growth in total U.S. consumer expenditures.

        In addition to the anticipated growth of the Hispanic population, the Hispanic audience has several other characteristics that the Company believes make it attractive to advertisers. The Company believes the larger size (averaging 3.5 persons per household compared to the general public's average of 2.6 persons per household) and younger age of Hispanic Households leads Hispanics to spend more per household on many categories of goods. The average Hispanic Household spends 49% more per year on food at home, 24% more on clothing, 88% more on footwear, 19% more on phone services, and 52% more on laundry and household cleaning products than the average non-Hispanic household. Hispanics are expected to continue to account for a disproportionate share of growth in spending nationwide in many important consumer categories as the Hispanic population and its disposable income continue to grow. These factors make Hispanics an attractive target audience for many major U.S. advertisers.

        Increased Spanish-Language Advertising.    According to "Hispanic Business" magazine, $2.22 billion of total advertising expenditures were directed towards Spanish-language media in 2001, representing a five-year cumulative growth rate of 13.1%. Of these amounts, approximately 58.8% of the $2.22 billion in advertising expenditures in 2001 targeting Hispanics was directed towards Spanish-language television advertising. The Company believes that major advertisers have found that Spanish-language television advertising is a more cost-effective means to target the growing Hispanic audience than English-language broadcast media. See "—Advertising."

Ratings

        During the last five years, Univision Network has consistently ranked first in prime time television among all Hispanic adults. In addition, Univision Network has successfully increased its audience ratings compared to both the Spanish-language and the English-language broadcast networks. Spanish-language television prime time is from 7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday through Saturday. English-language television prime time is from 8 p.m. to 11 p.m., Eastern and Pacific Standard Times, Monday through Saturday and 7 p.m. to 11 p.m., Eastern and Pacific Standard Times, Sunday. The following table shows that Univision Network's prime time audience ratings, Sunday through Saturday during the last five years, among Hispanic adults aged 18 to 49, the age segment most targeted by advertisers, is considerably higher than the other networks:

Prime Time Ratings Among Hispanic Adults Aged 18 to 49

Network	1997		1998		1999		2000		2001
Univision	10.1		10.2		11.0		9.7		9.8
ABC	2.3		2.0		2.1		2.2		1.8
CBS	1.5		1.3		1.3		1.3		1.4
FOX	2.9		2.7		2.5		2.4		2.4
NBC	2.5		2.3		2.2		2.1		1.9
Telemundo	1.6		1.5		1.4		2.5		2.5
Univision share	48.3	%	51.0	%	53.7	%	48.0	%	49.5	%

Source: Nielsen Hispanic Television Index ("NHTI")

        In addition, Univision Network has consistently had between 95% and 100% of the 20 most widely watched programs among all Hispanic Households during the past five years.

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Program License Agreements

        Through the Program License Agreements (amended and restated as of December 19, 2001), the Company has the exclusive right until December 2017 to air in the U.S. all Spanish-language programming produced by or for Televisa and Venevision (with certain limited exceptions). Televisa, which is the world's largest producer of Spanish-language television programs, is the leading media and entertainment company in Mexico with an approximate 73% share of Mexico's viewing audience during 2001. Venevision is Venezuela's leading television network with an approximate 48% share of its viewing audience during 2001. The Program License Agreements provide Univision Network, TeleFutura Network and Galavisión with access to programming to fill up to 100% of their daily schedules. Televisa and Venevision programming represented approximately 36% and 11%, respectively, of Univision Network's non-repeat broadcast hours in 2001.

        The Program License Agreements allow the Company long-term access to Televisa and Venevision programs and the ability to terminate unsuccessful programs and replace them with other Televisa and Venevision programs without paying for the episodes that are not broadcast. Accordingly, the Company has more programs available to it and greater programming flexibility than any of its competitors. This program availability and flexibility permits the Company to adjust programming on all its networks to best meet the tastes of its viewers.

        Televisa and Venevision programs available to the Company are defined under the Program License Agreements as all programs produced by or for each of them in the Spanish-language or with Spanish subtitles other than programs for which they do not own U.S. broadcast rights or as to which third parties have a right to a portion of the revenues from U.S. broadcasts ("Co-produced Programs"). Televisa and Venevision have also agreed through their affiliates to use their best efforts to coordinate with the Company to permit the Company to acquire U.S. Spanish-language rights to certain Co-produced Programs and to special events produced by others, sporting events, political conventions, election coverage, parades, pageants and variety shows.

        In consideration of access to the programming of Televisa and Venevision, the Company pays Televisa and Venevision aggregate royalties based upon time sales of Univision Network, UTG and Galavisión from broadcasting, including trade, television subscription and barter revenues, less advertising commissions, certain special event revenues, music license fees, outside affiliate compensation, time sales relating to advertising sold to Televisa and provided to Venevision and taxes other than withholding taxes ("Combined Net Time Sales"). Aggregate royalties to Televisa and Venevision are 15% of Combined Net Time Sales. Under terms of the expanded programming agreement, the Company will pay Televisa an additional fee of 3% on incremental Combined Net Time Sales of Univision Network, UTG and Galavisión over and above 2001 amounts, as well as a 12% royalty fee on TeleFutura Net Time Sales (calculated in a manner similar to Combined Net Time Sales), subject to certain adjustments. TeleFutura's royalty fee to Televisa for 2002 will be zero. In 2003, the minimum royalty fee will be $5,000,000, increasing by $2,500,000 per year thereafter, subject to a maximum annual minimum royalty fee of $12,500,000, resulting in a minimum royalty fee of $7,500,000 in 2004, $10,000,000 in 2005 and $12,500,000 for the years 2006 through 2017. Venevision will be paid up to 3% of additional royalty fees on incremental Combined Net Time Sales over a 2001 base amount on Univision Network, UTG and Galavisión if Venevision programs contribute 30% or more of Univision Network and Galavisión's ratings. In addition, Venevision will receive royalty fees based on the ratings delivered by the Venevision programs broadcast on TeleFutura. Other than Venevision programs broadcast on TeleFutura, the Company is obligated to pay such aggregate royalties to Televisa and Venevision each year throughout the term regardless of the amount of Televisa and Venevision programming used by the Company.

        Additionally, pursuant to the Amended and Restated Program License Agreements, Televisa and Venevision have the right to use, without charge, advertising time that the Company does not sell to advertisers or that the Company does not use. There are limitations on the ability of Televisa and

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Venevision to use such time for telemarketing products, and such time may be preempted to the extent sold to a paying advertiser. In addition, Venevision will receive $5,000,000 per year of free non-preemptable advertising, and Televisa will purchase $5,000,000 of non-preemptable advertising per year for its own use. Each of Televisa and Venevision may also purchase for its own use non-preemptable advertising time at the lowest spot rate for the applicable time period. Further, the Company will purchase $5,000,000 per year in non-preemptable advertising from Televisa and receive $5,000,000 per year in non-preemptable advertising from Venevision. The Company will account for this arrangement as a net barter transaction, with no effect on revenues, expenses, EBITDA or net income on an annual basis. During 2001, Televisa and Venevision did not purchase non-preemptable time from the Company, and the Company did not purchase or receive any advertising from Televisa or Venevision.

        The Company has a right to license Televisa and Venevision programs in Puerto Rico commencing in 2002. Before May 2005, the Company will have a right of first refusal on their programs (subject to preexisting commitments) and will pay a program performance fee based on the ratings delivered by the licensed programs. The Company will pay Televisa and Venevision an annual minimum license fee for certain programs in the aggregate of $2,400,000 subject to reductions due to program cancellation. After 2005, if the Company has exercised its option to acquire certain stations and networks in Puerto Rico, the Company's rights will be exclusive in a manner similar to the overall Program License Agreements, and the Company will pay Televisa 12% of Puerto Rico net time sales (calculated in a manner similar to Combined Net Time Sales) and Venevision the greater of 6% of Puerto Rico net time sales and the amount that a program performance fee based on ratings of Venevision programs would produce (but not more than 12% of Puerto Rico net time sales) on programs licensed by it.

        The Program License Agreements are between the Company, on the one hand, and affiliates of Televisa and Venevision, on the other hand. The performance of Televisa's and Venevision's affiliates under the Program License Agreements has been unconditionally guaranteed by Grupo Televisa, S.A. and Corporacion Venezolana de Television, C.A. (VENEVISION), respectively. Pursuant to their respective guarantees, Televisa has agreed to produce each year for the Company's use at least 8,531 hours of programs, which will be representative of the quality of programs produced by Televisa during calendar year 2000, and Corporacion Venezolana de Television, C.A. (VENEVISION) has agreed to use commercially reasonable efforts to produce or acquire programs for the Company's use at least to the same extent in terms of quality and quantity as in calendar years 1989, 1990 and 1991.

Advertising

        During the last three years, no single advertiser has accounted for more than 5% of the Company's gross advertising revenues.

        None of the UTG O&Os currently receives its proportionate share of advertising revenues commensurate with its audience share. The Company focuses much of its sales efforts on demonstrating to advertisers its ability to reach the Hispanic audience in order to narrow the gap between its share of advertising revenues and its audience share.

        The Company's advertising revenues are derived from network advertising, national spot advertising and local advertising. The Company's network advertising revenues come from diverse industries, with advertising for food and beverages, personal care products, automobiles, other household goods and telephone services representing the majority of network advertising revenues. National spot advertising represents time sold to national and regional advertisers based outside a station's DMA and is the means by which most new national and regional advertisers begin marketing to Hispanics. National spot advertising primarily comes from new advertisers wishing to test a market and from regional retailers and manufacturers without national distribution. To a lesser degree, national spot advertising comes from advertisers wanting to enhance network advertising in a given market. Local advertising revenues are

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generated from both local merchants and service providers and regional and national businesses and advertising agencies located in a particular DMA.

Marketing

        The Company's Univision Network, TeleFutura Network and its owned-and-operated stations' account executives are divided into three groups: network sales; national spot sales; and local sales. The account executives responsible for network sales target and negotiate with accounts that advertise nationally. The national spot sales force represents each broadcast affiliate for all sales placed from outside its DMA. The local sales force represents the owned-and-operated stations for all sales placed from within its DMA.

        In addition, Univision Network, TeleFutura Network and the owned-and-operated stations' sales departments utilize research, including both ratings and demographic information, to negotiate sales contracts as well as target major national advertisers that are not purchasing advertising time or who are under-purchasing advertising time on Spanish-language television.

        Galavisión sells advertising time and also utilizes a cable affiliate relations sales group that is responsible for generating cable subscriber fee revenues for the Company.

        Univision Online, Inc. launched an Internet portal directed at Hispanics in the United States, Mexico and Latin America in 2000. Univision Online, Inc. generates advertising revenues primarily from large national advertisers in the United States and is represented by a separate sales force. Univison Online, Inc. recognizes revenues when served on its portal.

        Univision Music Group, which was formed by the Company in 2001, generates revenues from its music recording and publishing businesses. The sales, distribution and manufacturing of products are provided by Universal Music & Video Distribution, Corp. on behalf of Univision Music Group.

Competition

        The broadcasting and cable business is highly competitive. Competition for advertising revenues is based on the size of the market that the particular medium can reach, the cost of such advertising and the effectiveness of such medium.

        The Company competes for viewers and revenues with other Spanish-language and English-language television stations and networks, including the four principal English-language television networks, ABC, CBS, NBC and Fox, and in certain cities, UPN and WB. Certain of these English-language networks and others have begun producing Spanish-language programming and simulcasting certain programming in English and Spanish. Several cable broadcasters have recently commenced or announced their intention to commence Spanish-language services as well. The Company also competes for viewers and revenues with independent television stations, other video media, suppliers of cable television programs, direct broadcast systems, newspapers, magazines, radio and other forms of entertainment and advertising. The Company's affiliates located near the Mexican border also compete for viewers with television stations operated in Mexico, many of which are affiliated with a Televisa network and owned by Televisa.

        Telemundo is the Company's largest competitor that broadcasts Spanish-language television programming. As of December 31, 2001, Telemundo reached approximately 88% of all Hispanic Households. In most of the Company's DMAs, the Company's affiliates compete directly with a station owned by or affiliated with Telemundo. In October 2001, NBC, a division of General Electric, announced that it had reached an agreement for the acquisition of 100% of the equity of Telemundo Communications Group, Inc., which owns and operates the Telemundo network. The agreement is subject to customary regulatory approvals, and as of March 13, 2002, the acquisition by NBC had not been completed.

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        The rules and policies of the Federal Communications Commission ("FCC") encourage increased competition among different electronic communications media. As a result of rapidly developing technology, the Company may experience increased competition from other free or pay systems by which information and entertainment are delivered to consumers, such as direct broadcast satellite and video dial tone services.

        Univision Online competes for advertising revenues with numerous direct competitors, including Web-based portals and individual Web sites providing content, commerce, community and similar features, and with other media companies, such as those with newspaper or magazine publications, radio stations and broadcast stations or networks.

        Univision Music Group competes with other music labels for Latin recording artists. Its major competitors are Sony Discos, Fonovisa (see Note 3 to Notes to Consolidated Financial Statements), WEA Latina, BMG Latin and EMI Latin.

Employees

        As of December 31, 2001, the Company employed approximately 2,440 full-time employees. At December 31, 2001, approximately 15.1% of the Company's employees, located in Chicago, Fresno, Los Angeles, San Francisco and New York were represented by unions. The Company has collective bargaining agreements covering the union employees at five of the UTG O&Os. Those agreements have varying expiration dates during 2002, 2003 and 2004. Management believes that its relations with its non-union and union employees, as well as with the union representatives, are good.

Federal Regulation and New Technologies

        The ownership, operation and sale of TV stations, including those licensed to subsidiaries of the Company, are subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the "Communications Act"). FCC rules cover allotment of TV channels to particular communities; approval of station operating parameters; issuance, renewal, revocation or modification of licenses; changes in the ownership or control of licensees; regulation of equipment; and the ownership, operation, and employment practices of TV stations. The FCC has the power to impose penalties, including fines or license revocations, for violations of its rules.

        Programming and Operation.    The Communications Act requires broadcasters to serve the "public interest." Stations must periodically document their presentation of programming responsive to local community problems, needs and interests. Complaints concerning programming may be considered by the FCC at any time. Stations also must follow various laws and rules that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, the quantity of educational and informational programming directed to children, the amount and content of commercials in and adjacent to children's programming, the advertising of cigarettes or smokeless tobacco, obscene and indecent broadcasts, and technical operations.

        New Licenses.    TV channels are allotted to particular communities. The FCC may change such allotments from time to time. The FCC periodically accepts applications for authority to construct new TV stations on unused allotted channels. Auctions are held by the FCC if more than one party files an application for the same unused allotment. A petition to deny a winning application must be resolved through FCC consideration of the applicant's qualifications and the application's compliance with FCC rules. The Company was the high bidder in an auction for an unused allotted channel in Blanco, Texas. The Company's application was challenged by an unsuccessful competitor on technical grounds, and an FCC decision is pending.

        Assignments and Transfers.    Assignment of a license or transfer of control of a broadcast licensee requires prior FCC consent. An application seeking such consent must be filed with the FCC. Public notice

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is provided of such filings, and interested parties may petition to deny such applications. The FCC considers the qualifications of the purchaser, the compliance of the transaction with rules, and other factors in order to determine whether the public interest would be served by such change in ownership. An evidentiary hearing may be conducted if there are unresolved substantial and material questions of fact.

        License renewal.    Broadcast licenses initially are issued for a period specified in the license. Broadcast licenses are normally renewed for an eight-year term (subject to short-term renewals in certain circumstances). Licensees seeking renewal must file an application containing certain required information. During the consideration of that application, interested parties may petition to deny the renewal application. The FCC will grant the renewal application and dismiss any petitions to deny if it determines that the licensee meets statutory renewal standards based on a review of the preceding license term. Competing applications for the frequency licensed to the renewal applicant may not be filed unless and until the FCC has determined that the incumbent is not qualified to continue to hold the license.

        Ownership Restrictions.    Complex FCC regulations limit the "attributable interests" that may be held by a single party. In general, officers, directors, general partners and parties with the power to vote or control the vote of 5% or more of the outstanding voting power of a licensee are considered to hold an attributable interest in that entity, although certain passive investors must have a 20% or greater voting interest to be considered to have an "attributable interest." Also, any party that holds a financial interest (whether equity or debt) in excess of 33% of a licensee's total capital is "attributable" if such party is either a significant program supplier to the licensee or has another media interest in the same market. In addition, a TV licensee that provides more than 15% of the programming of another station in the local market is considered to have an attributable interest in that station.

        Detailed FCC rules regulate the extent to which a party may have an attributable interest in more than one full-power TV station in the same area. Common ownership of multiple TV stations is permitted where the stations are in different Nielsen DMAs, and common ownership of two TV stations in the same DMA is permitted where there is no Grade B contour overlap among the stations, where a specified number of separately-owned full-power TV stations will remain after the combination is created, or where certain waiver criteria are met. A federal appellate court recently found the FCC's rule establishing a national cap on the ownership of TV stations to be arbitrary, capricious and contrary to law and remanded the rule to the FCC for further consideration. A party may have attributable interests in both TV and radio stations in the same local market. The specific number of such stations is governed by FCC rules, depending primarily on the number of independent media voices in the market.

        Alien Ownership.    The Communications Act generally prohibits foreign parties from having a 20% or greater interest in a licensee entity, or more than a 25% interest in the parent entity of a licensee. The Company believes that, as presently organized, it complies with the FCC's foreign ownership restrictions.

        Network Affiliate Issues.    FCC rules affect the network-affiliate relationship. Among other things, these rules require network affiliation agreements to (i) prohibit networks from requiring affiliates to clear time previously scheduled for other use, (ii) permit an affiliate to preempt network programs it believes are unsuitable for its audience, or (iii) permit affiliates to substitute programs believed to be of greater local or national importance programming for network programming. An FCC proceeding to review certain of these rules remains outstanding. The FCC has waived its "spot sale rule" to permit the Company to represent its affiliates in the sale of non-network advertising time.

        Other Matters.    The FCC has numerous other regulations and policies that affect its licensees. The FCC has adopted rules to assist TV viewing by the physically handicapped. For example, a schedule establishes the date by which new programming must be closed captioned in order to assist viewing by the hearing impaired. All new Spanish-language programming must be closed captioned by January 2010. Programming first exhibited prior to January 1, 1998 is subject to a different compliance schedule. The rules contain certain exceptions, and waivers may be granted on a showing of undue burden.

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        Television stations must make an election every third year to exercise either "must-carry" or "retransmission consent" rights in connection with local cable carriage. Stations electing must-carry may require carriage on certain channels on cable systems within its market. Must carry rights are not absolute, however, and are dependent on a number of factors, which may or may not be present in a particular case. Cable systems are prohibited from carrying the signals of stations electing retransmission consent until an agreement is negotiated with the station. Under certain circumstances, the network non-duplication rule allows network affiliates to require that cable operators black out duplicative network programming carried on more distant signals.

        Advanced Television Technology.    The FCC has adopted rules requiring a transition from analog to digital transmissions (DTV) by 2006. The new DTV standard should allow better picture quality and/or the simultaneous transmission of multiple program or data streams by a TV station. A fee is due to the FCC if DTV is used to provide subscription services to the public. The FCC has allotted to most full-power TV stations one additional channel for DTV. One TV station operated by the Company did not receive a paired DTV channel.

        At some point an election will have to be made to retain either the additional or original channel at the conclusion of the transition. As part of the DTV transition, however, certain existing television stations will be relocated, thus freeing the existing channels for other uses. As part of that plan, the FCC has required that the Company's application for a new television station at Blanco, Texas, be amended to specify an alternative channel. The Company cannot predict whether it will be able to successfully amend its application or whether the FCC might waive or modify its requirement with respect to the Blanco application.

        The FCC set May 1, 2002, as the deadline for initial DTV operations by all commercial TV stations. It has said it will grant extensions of that date for good cause. The FCC presently plans for the DTV transition period to end by 2006. Congress, however, has required the FCC to grant an extension of that deadline under specific circumstances. Questions regarding cable carriage of DTV signals are still largely unresolved.

        The FCC has acknowledged that DTV channel allotment may involve displacement of existing low-power TV stations, particularly in major television markets. Accordingly, the Company's low-power broadcast affiliates may be materially adversely affected. The impact of the DTV transition upon the Company's low-power stations may be reduced because the FCC has issued certificates of eligibility for Class A status for most of the Company's existing low-power stations. Class A stations are a new regulatory classification recently mandated by Congress that have greater protection against displacement than low-power TV stations.

        In addition, it is not yet clear when and to what extent DTV will become available through the various media; whether and how TV broadcast stations will be able to avail themselves of or profit by the transition to DTV; the extent of any potential interference; whether viewing audiences will make choices among services upon the basis of such differences; whether and how quickly the viewing public will embrace the new digital TV sets; or to what extent the DTV standard will be compatible with the digital standards adopted by cable and other multi-channel video programming services.

        Direct Broadcast Satellite Systems.    DBS systems provide programming on a subscription basis to consumers that have purchased and installed a satellite signal receiving dish and associated decoder equipment. Federal laws and FCC rules regulate the rebroadcast of TV station signals by DBS operators. With certain exceptions, DBS systems must carry, on request, all local full-power TV signals in DMAs in which the satellite carrier carries at least one local TV broadcast signal. All stations operated by the Company made timely elections for DBS carriage, and the Company intends to obtain DBS carriage for each of its eligible stations.

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        Recent Developments, Proposed Legislation and Regulation.    Congress and the FCC may in the future adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation and ownership of the Company's broadcast properties. Such matters include, for example, equal employment opportunities regulations, spectrum use fees, political advertising rates, standardized and enhanced public interest disclosure requirements and potential restrictions on the advertising of certain products. Other matters that could affect the Company's broadcast properties include assignment by the FCC of channels for additional broadcast stations or wireless cable systems, as well as technological innovations and developments generally affecting competition in the mass communications industry.

        The foregoing does not purport to be a complete summary of all of the provisions of the Communications Act, or of the regulations and policies of the FCC thereunder. Proposals for additional or revised regulations and requirements are pending before, and are considered by, Congress and federal regulatory agencies from time to time. Management is unable at this time to predict the outcome of any of the pending FCC rulemaking proceedings referenced above, the outcome of any reconsideration or appellate proceedings concerning any changes in FCC rules or policies noted above, the possible outcome of any proposed or pending Congressional legislation, or the impact of any of those changes on the Company's broadcast operations.

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RISK FACTORS

        You should carefully consider the following discussion of risks, and the other information included or incorporated by reference in this report in evaluating the Company and our business. The risks described below are not the only ones facing the Company. Additional risks we are not presently aware of or that we currently believe are immaterial may also impair our business operations. In assessing these risks, you should also refer to the other information contained or incorporated by reference in this report, including our financial statements and related notes.

Risks Factors Relating to our Company

Cancellations or reductions of advertising could cause our quarterly results to fluctuate and, therefore, could adversely affect the market price of our securities.

        We derive substantially all of our revenues from advertisers in diverse industries. Other than network advertising, some of which is presold on an annual basis, we rarely obtain long-term commitments from advertisers, and advertisers generally may cancel, reduce or postpone orders without penalty. Cancellations, reductions or delays in purchases of advertising could, and often do, occur as a result of a strike, a general economic downturn, an economic downturn in one or more industries or in one or more geographic areas, or a failure to agree on contractual terms. Since the middle of the third quarter of 2000, there has been a general slowdown in the advertising industry. As a result of this slowdown, some of our advertisers have cancelled, reduced or postponed their orders with us. If this trend continues, and if we are unable to replace any lost or delayed advertising orders, our results of operations would be adversely affected. In addition, breaking events, such as those occurring on September 11, 2001, require us to program without any advertising and, thus, these events have a negative effect on our revenues.

If we cannot manage our growth and integrate acquired businesses or assets effectively, we may lose business and experience reduced profitability.

        As a result of our recent acquisition of stations from USA Broadcasting, together with acquisitions that we made in the last quarter of 2001 and early 2002 and expect to make in the remainder of the first half of 2002, we have significantly increased our business within a short period of time. The number of our wholly owned-and-operated full-power television stations has more than doubled, and this may result in a strain on our infrastructure and internal systems. If we are to grow successfully, we must:

•

attract and retain qualified employees, management and other key personnel;



•

improve our operational, administrative and financial systems; and



•

manage multiple relationships with various advertisers.

        We may not be able to accomplish all or any of these tasks, and our failure to do so would have a material adverse effect on our operating results. If we do not effectively manage our growth, our advertisers could reduce or cancel their advertising orders.

Failure of new stations and our new network to produce projected revenues could adversely affect our financial results and expected growth.

        If our new stations and our new network do not generate substantial revenues within the expected time periods, it could harm our financial results and our expected growth. We may incur significant expenses related to:

•

purchasing programming;



•

changing programming formats;

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•

programming to appeal to an audience distinct from our existing audiences on the Univision Network and Galavisión;



•

increasing and improving cable distribution;



•

hiring new personnel; and



•

marketing new stations and the new network to viewers.

If we are unable to convert acquired stations successfully to a Spanish-language format, anticipated revenues from such acquisitions will be diminished.

        We have converted the English-language stations that we recently acquired, including those from USA Broadcasting and Equity Broadcasting, and we intend to convert any stations we acquire in the future to a Spanish-language format. This conversion process may require a heavy initial investment of both financial and management resources. We may incur losses for a period of time after a format change due to the time required to build up ratings and station loyalty. These format conversions may be unsuccessful in any given market, and we may incur substantial costs and losses in implementing this strategy.

We are subject to risks associated with future acquisitions and joint ventures.

        We intend to continue to pursue acquisitions of businesses and stations and to enter into joint venture arrangements that could complement or expand our business. We will not be able to acquire other businesses if we cannot identify suitable acquisition opportunities or obtain acceptable financing. The negotiation of potential acquisitions or joint ventures, as well as the integration of an acquired business or station, could require us to incur significant costs and cause diversion of management's time and resources. Future acquisitions by us could result in the following consequences:

•

dilutive issuances of equity securities;



•

incurrence of debt and contingent liabilities;



•

impairment of goodwill and other intangibles; and



•

other acquisition-related expenses.

        We may not be able to raise additional funds on terms acceptable to us or in amounts sufficient for us to meet our requirements. In addition, even after we enter into acquisition agreements (including those that we have recently executed), the acquisitions may not close as conditions set forth in such agreements may not be satisfied. Failure to achieve the anticipated benefits of any acquisition or to successfully integrate the operations of the acquired companies could also adversely affect our business and results of operations.

If we are unable to compete effectively against other stations and other media companies, some of which have greater resources than we do, we could suffer a decrease in advertising revenue.

        We face intense competition in the broadcasting and cable business. We compete for viewers and revenues with other Spanish-language broadcasting companies, such as Telemundo Group, Inc. (which announced in October 2001 that it will be acquired by NBC pending customary regulatory approvals), as well as English-language television stations and networks, some of which have begun producing Spanish-language programming and simulcasting programming in English and Spanish. Several cable broadcasters have recently commenced, or announced their intention to commence, Spanish-language services as well. In addition, TV Azteca, the second largest producer of Spanish-language programming in the world, has launched a new television network, which now reaches approximately 28% of U.S. Hispanics.

        We also compete for viewers and revenues with independent television stations, other video media, suppliers of cable television programs, direct broadcast satellite systems (including two which were started

19

in 1996 for broadcast outside the U.S. and in which Televisa and Venevision, respectively, have substantial interests), newspapers, magazines, the Internet, radio, outdoor and other forms of entertainment and advertising. In addition, our affiliates located near the Mexican border compete for viewers with television stations operated in Mexico, many of which are affiliated with a Televisa network and owned by Televisa. Many of our competitors have greater financial resources than us, and increased competition for viewers and revenues may have a material adverse effect on our financial condition and results of operations.

Because the U.S. Hispanic population is highly concentrated geographically, a regional downturn in economic conditions or other negative event in particular markets could have a material adverse affect on our operations.

        Approximately 33% of all U.S. Hispanics live in the Los Angeles, New York and Miami-Fort Lauderdale markets, and the top ten U.S. Hispanic markets collectively account for approximately 56% of the U.S. Hispanic population. Our revenues are similarly concentrated in these key markets. As a result, a significant decline in revenue from our operations in these markets, whether due to a general regional economic downturn, increased competition or otherwise, could have a material adverse effect on our financial performance.

Our new Internet portal and our Music Group operated at a loss in 2001 and could also lose money in future years.

        We recently launched our proprietary Internet portal and entered the music recording and publishing business. We intend to continue to direct both financial and managerial resources to further upgrading and developing our presence on the Internet and in the music industry. Our Internet and music operations resulted in net losses in 2001, and we expect that our Internet portal will operate at a loss during 2002. These business segments may operate at a loss in future years and the portal may never operate at a profit.

We are dependent upon key personnel.

        Our business is dependent upon the performance of key individuals, including A. Jerrold Perenchio, our Chairman of the Board, President and Chief Executive Officer. The loss of the services of Mr. Perenchio could have a material adverse effect on us. Our continued success will also be dependent on our ability to attract and retain quality general managers and other management personnel for our new and existing stations and networks.

Because of our concentrated share ownership, Mr. Perenchio has control over our policies, affairs and all other aspects of our business and future direction.

        Mr. Perenchio beneficially owns all of our outstanding Class P common stock, which gives him ten votes per share compared to the one vote per share of all other capital stock. Our Class A and Class P common stock vote together on all matters. As of December 31, 2001, Mr. Perenchio had 73% of the voting power of all holders of Class A common stock and Class P common stock (who vote as a single class to elect our Class A/P directors), and, assuming no exercise of options or warrants, 69% of our overall voting power, with respect to substantially all matters submitted to a vote (subject to supermajority board approvals), including election of directors, proxy contests, mergers, tender offers and other purchases of our common stock that could give our stockholders the opportunity to realize a premium over the then prevailing market price for their shares of common stock.

The required conversion to digital television could impose significant costs on us.

        The FCC requires us to provide a digitally transmitted signal by May 1, 2002 for all of our U.S. television stations and, generally, to stop broadcasting analog signals by 2006. The Company has filed the necessary extensions with the FCC for most of its stations which it does not anticipate will be digitally

20

ready by May 1, 2002. Our costs to convert our television stations to digital television will be significant. In addition, several of our stations that operate on frequencies above Channel 51 will be required to relocate to new, as yet unidentified, channels. The cost to supply both digital and analog signals between 2002 and 2006 will also be significant. Moreover, the FCC may impose additional public service obligations on television broadcasters in return for their use of the digital television spectrum, which could add to our operational costs.

Changes in the rules and regulations of the FCC could result in increased competition for our broadcast stations.

        Recent and prospective actions by the FCC could cause us to face increased competition in the future. The changes include:

•

relaxation of restrictions on the participation by regional telephone operating companies in cable television and other direct-to-home audio and video technologies;



•

the establishment of a Class A television service for low-power stations, which makes such stations primary stations and gives them protection against full-service stations;



•

reallocation of spectrum, which would allow for wireless delivery of additional video programming and streaming Internet information; and



•

permission for direct broadcast satellite television to provide the programming of traditional over-the-air stations, including local and out-of-market network stations.

We are subject to ongoing regulation by the FCC, which is beyond our control and which could negatively impact our operations.

        Our operations are subject to extensive and changing regulation on an ongoing basis by the FCC, which enforces the Communications Act. Approval by the FCC is required for the issuance, renewal and assignment of station operating licenses and the transfer of control of station licensees. Our FCC licenses will come up for renewal from time to time, and such renewal may be subject to challenge on a number of grounds. If we are unable to maintain our FCC license at any station, we would have to cease operations at that station. In addition, if the FCC were to revoke or fail to renew any of our significant licenses for any reason, our lenders could declare all amounts then outstanding to be immediately due and payable, and we may not have sufficient funds to pay the amounts owed.

        The FCC also regulates ownership and control by foreign interests. If we fail to comply with the foreign ownership restrictions included in our certificate of incorporation, or if we depart from representations made to the FCC, the FCC has the ability to enforce such foreign ownership restrictions through warnings, fines, cancellations of licenses or other actions.

Because our full-power television stations rely on "must carry" rights to obtain cable carriage, new laws or regulations that eliminate or limit the scope of our cable carriage rights could have a material adverse impact on our operations.

        Pursuant to the "must carry" provisions of the Cable Television Consumer Protection and Competition Act of 1992, a broadcaster may demand carriage on a specific channel on cable systems within its market. However, the future of those "must carry" rights is uncertain, especially as they relate to the carriage of digital television. The current FCC rules relate only to the carriage of analog television signals. It is not clear what, if any, "must carry" rights television stations will have after they make the transition to digital television. New laws or regulations that eliminate or limit the scope of our cable carriage rights could have a material adverse impact on our operations.

21

If any of our transmission equipment fails or becomes unavailable for any reason, the resulting interruption in broadcasting could negatively impact our financial results.

        Television broadcasting requires the use of sensitive technical equipment. We broadcast our programs to our affiliates on three separate satellites from four transponders, one of which is owned and three of which are leased on a long-term basis pursuant to two lease agreements. If any of these transponders or satellites fails for any reason (including but not limited to, failure or damage resulting from any act of terrorism, war, act of God or other force majeure), there can be no assurance that other transponders or satellites would be available to us, or if available, whether the use of such other transponders or satellites could be obtained on favorable terms. A disruption of transmission could reduce advertising revenues during and after the disruption and could have a material adverse effect on our results of operations.

        We also own or lease remote antenna space and microwave transmitter space near each of our owned-and-operated stations. The loss of any of these antenna tower leases, or the destruction of or substantial damage to any of the transmitter towers from any cause (including but not limited to, destruction or damage resulting from any act of terrorism, war, act of God or other force majeure), could similarly curtail our operations and reduce our revenues.

Our substantial indebtedness could adversely affect our financial health.

        At December 31, 2001, we had total indebtedness in excess of $1 billion. Our substantial indebtedness could have important consequences to you. For example, it could:

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

limit our ability to borrow additional funds.

        In addition, we may incur additional indebtedness in the future. The terms of the Indentures governing our existing indebtedness will allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the related risks described above could intensify. If such debt financing is not available when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and expansion efforts and any strategic acquisitions we may make in the future, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot assure that our business will generate sufficient cash flow from operations in the future or that future borrowings will be available to us in an amount sufficient to enable us to repay indebtedness or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the Senior Notes, on or before maturity. We cannot assure that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

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ITEM 2. Properties

        The principal buildings owned or leased by the Company are described below:

Principal Properties of the Company(1)

Location	Aggregate Size of Property in Square Feet (Approximate)	Owned or Leased	Lease Expiration Date
Miami, FL	292,039	Owned	—
Miami, FL	272,422	Leased	10/23/07	(2)
Los Angeles, CA	166,400	Leased	10/31/21	(3)
New York, NY	63,500	Leased	6/30/10	(2)
Teaneck, NJ	47,617	Leased	7/31/12	(2)

(1)

For additional information see Note 6 to Notes to Consolidated Financial Statements.

(2)

Option to renew available.

(3)

Capital Lease.

        The Miami owned facilities house Univision Network and TeleFutura Network administration, operations (including uplink facilities), sales, production, news. In addition, Galavisión operations and WLTV, the Miami station, occupy space in Univision Network's facility. The Company broadcasts its programs to the Company's affiliates on three separate satellites from four transponders, one of which is owned and three of which are leased pursuant to two lease agreements that expire in 2012. In addition, the Company uses a fifth transponder for news feeds.

        The Company owns or leases remote antenna space and microwave transmitter space near each of its owned-and-operated stations. Additionally, the Company leases space in public warehouses and storage facilities, as needed, near some of its owned-and-operated stations.

        The Company believes that its principal properties, whether owned or leased, are suitable and adequate for the purposes for which they are used and are suitably maintained for such purposes. Except for the inability to renew any leases of property on which antenna towers stand or under which the Company leases transponders (neither of which are known risks), the inability to renew any lease would not have a material adverse effect on the Company's financial condition or results of operations since the Company believes alternative space on reasonable terms is available in each city.

ITEM 3. Legal Proceedings

        The Company is involved in certain litigation arising in the ordinary course of business. Management has accrued amounts it believes are reasonable and any amounts in excess of those accruals, either alone or in the aggregate, would not be material to the Company. See Note 8 to Notes to Consolidated Financial Statements.

ITEM 4. Submission of Matters to a Vote of Security Holders

        Not applicable.

Executive Officers

        The executive officers of the Company serve at the discretion of its Board of Directors subject to certain employment agreements. Messrs. Blank, Rodriguez, Kranwinkle and Hobson have employment agreements with the Company.

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        The executive officers of the Company are as follows:

Name	Age	Position
A. Jerrold Perenchio	71	Chairman of the Board and Chief Executive Officer
George W. Blank	50	Executive Vice President and Chief Financial Officer
Robert V. Cahill	70	Vice Chairman and Secretary
C. Douglas Kranwinkle	61	Executive Vice President and General Counsel
Ray Rodriguez	51	President and Chief Operating Officer of Univision Network,     TeleFutura Network and Galavisión Network
Andrew Hobson	40	Executive Vice President

        Mr. A. Jerrold Perenchio has been Chairman of the Board and Chief Executive Officer of the Company since December 1992. From December 1992 through January 1997, he was also the Company's President. Mr. Perenchio has owned and been active in Chartwell Partners LLC since it was formed in 1983. Chartwell Partners LLC is an investment firm that is active in the media and communications industry.

        Mr. Blank has been Executive Vice President and Chief Financial Officer of UTG since December 1992 and Chief Financial Officer of the Univision Network since 1995.

        Mr. Cahill has been Vice Chairman and Secretary of the Company since May 2001. From December 1992 until May 2001, Mr. Cahill was Secretary and Vice President of the Company. Mr. Cahill has been Executive Vice President and General Counsel of Chartwell Partners, an affiliate of Mr. Perenchio, since 1985.

        Mr. Kranwinkle has been the Executive Vice President and General Counsel of the Company since September 2000. From January 1989 until September 2000, Mr. Kranwinkle was a partner of O'Melveny & Myers LLP, a law firm. While at O'Melveny & Myers LLP, Mr. Kranwinkle was the managing partner of its New York office from December 1993 until June 1997, and the firm's managing partner from April 1996 until September 2000.

        Mr. Rodriguez has been President and Chief Operating Officer of Univision Network since December 1992. In addition, Mr. Rodriguez has been President and Chief Operating Officer of TeleFutura Network and Galavisión Network since August 2001.

        Mr. Andrew Hobson has been Executive Vice President of the Company since 2001. From 1994 to 2000, Mr. Hobson was an Executive Vice President of the Univision Network. Mr. Hobson served as a Principal at Chartwell Partners, an affiliate of Mr. Perenchio from 1990 to 1994. Mr. Hobson is a member of the Board of Directors of Entravision.

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PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters

(a)

Market Information

        The Company's Class A Common Stock is listed on the New York Stock Exchange and is traded under the symbol "UVN". The table below lists the high and low sales prices for the Class A Common Stock as reported on the New York Stock Exchange for each full quarterly period within the two most recent fiscal years.

		Price Range
		High		Low
2000
	First Quarter	$	57.22	$	44.03
	Second Quarter	$	57.78	$	46.25
	Third Quarter	$	62.69	$	33.06
	Fourth Quarter	$	43.94	$	24.00
2001
	First Quarter	$	52.25	$	32.25
	Second Quarter	$	47.10	$	33.50
	Third Quarter	$	43.42	$	16.30
	Fourth Quarter	$	41.71	$	22.73

(b)

Holders

        At February 14, 2002, the approximate number of stockholders of record of the Company's Class A Common Stock was 191.

(c)

Cash Dividends

        No cash dividends were paid on any class of the Company's common stock in 2001. The Company has never declared or paid dividends on any class of its common stock. The Company's current bank facility agreement restricts the payment of cash dividends on common stock. The Company currently intends to retain any earnings for use in its business and does not anticipate paying any cash dividends on its common stock in the foreseeable future. Future dividend policy will depend on the Company's earnings, capital requirements, financial condition and other factors considered relevant by the Board of Directors.

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ITEM 6. Selected Financial Data

        Presented below is the selected historical financial data of Univision Communications Inc.

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(In thousands, except share and per-share data)

		2001			2000			1999			1998			1997
Income Statement Data (for the years ended December 31)
Net revenues		$	887,870		$	863,459		$	693,090		$	577,053		$	459,741
Direct operating expenses			355,761			312,381			241,870			220,918			159,619
Selling, general and administrative expenses			231,610			223,023			184,159			160,543			137,070
Depreciation and amortization			84,069			66,765			62,583			64,438			58,640
Operating income			216,430			261,290			204,478			131,154			104,412
Interest expense, net			53,463			30,097			27,459			35,830			40,147
Amortization of deferred financing costs			2,488			1,361			1,441			1,677			1,630
Special bonus award			—			—			—			42,608			—
Equity loss in unconsolidated subsidiaries			42,897			4,828			498			764			—
Non-recurring expense (reversal) of acquired station			—			—			—			—			(1,059	)
Income before taxes and extraordinary loss on extinguishment of debt			117,582			225,004			175,080			50,275			63,694
Provision (benefit) for income taxes			62,865			108,081			91,536			40,348			(19,465	)
Income before extraordinary loss on extinguishment of debt			54,717			116,923			83,544			9,927			83,159
Extraordinary loss on extinguishment of debt, net of tax			(2,306	)		—			(2,611	)		—			—
Net income			52,411			116,923			80,933			9,927			83,159
Preferred stock dividends			(70	)		(518	)		(540	)		(606	)		(561	)
Net income available to common stockholders		$	52,341		$	116,405		$	80,393		$	9,321		$	82,598
Earnings Per Share Available to Common Stockholders(a)
Basic Earnings Per Share
	Income before extraordinary loss	$	0.26		$	0.57		$	0.43		$	0.05		$	0.48
	Net income	$	0.25		$	0.57		$	0.42		$	0.05		$	0.48
	Weighted average common shares outstanding		208,110,727			204,893,438			192,971,418			173,281,776			170,477,036
Diluted Earnings Per Share
	Income before extraordinary loss	$	0.23		$	0.49		$	0.35		$	0.04		$	0.36
	Net income	$	0.22		$	0.49		$	0.34		$	0.04		$	0.36
	Weighted average common shares outstanding		239,817,378			238,963,587			236,236,626			232,418,104			232,690,674
Balance Sheet Data (at end of year)
Current assets		$	596,093		$	249,612		$	177,910		$	153,991		$	138,754
Total assets			3,163,544			1,448,305			974,457			938,329			967,755
Current liabilities			269,680			362,961			141,901			152,891			144,029
Long-term debt			1,662,018			377,689			303,138			377,435			460,830
Stockholders' equity			813,280			695,272			513,778			394,648			346,229
Other Data
Broadcast cash flow		$	312,155		$	342,147		$	281,085		$	208,377		$	174,278
EBITDA			300,499			328,055			267,061			195,592			163,052

(a)

All common-share and per-common-share amounts have been adjusted retroactively for a two-for-one common-stock split effective August 11, 2000.

26

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

Form 10-K
Management's Discussion and Analysis of Financial Condition and Results of Operations

        Univision Communications Inc., together with its wholly owned subsidiaries (the "Company"), had operations during 2001 in three business segments:

•

Broadcasting:  The Company's principal business segment is broadcasting, which consists of the Univision, TeleFutura and Galavisión television networks, 48 owned-and-operated broadcast television stations (30 full-power and 18 low-power) and the Company's television production business.



•

Internet:  Univision Online, Inc. ("Univision Online") operates the Company's Internet portal, Univision.com, which provides Spanish-language content directed at Hispanics in the U.S., Mexico and Latin America.



•

Music:  The Company's music recording and publishing business consists of the operations of the Univision Music Group, which was launched in April 2001 and records and publishes the music of developing and established Latin artists.

        Substantially all of the Company's revenues have been derived from the Broadcasting segment, including the three networks, the 22 owned-and-operated stations that comprise the Univision Television Group ("UTG"), and the 26 owned-and-operated stations that comprise the TeleFutura Television Group ("TTG"). The 26 TTG owned-and-operated stations are referred to collectively as the "TTG O&Os".

        UTG's net revenues are derived from its owned-and-operated stations (collectively, the "UTG O&Os") and include gross advertising revenues generated from the sale of national and local spot advertising time, net of agency commissions. Univision Network's net revenues include gross advertising revenues generated from the sale of Univision Network advertising, net of agency commissions and station compensation to Univision Network's affiliates (16 full-power and 27 low-power stations), as well as subscriber fees.

        After being acquired from USA Broadcasting in 2001, 10 of the Company's owned-and-operated stations were operated as English-language Home Shopping Network ("HSN") channels as required by the purchase agreement with USA Broadcasting. Each station entered into an affiliation agreement with HSN (an affiliate of USA Broadcasting) and agreed to broadcast up to 24-hours per day of HSN programming until October 1, 2001 with respect to two New York stations and until January 14, 2002 with respect to the Boston, Chicago, Cleveland, Houston, Los Angeles, Orlando, Philadelphia and Tampa stations. Accordingly, TTG's net revenues include fees paid to the Company under the HSN affiliation agreements. These agreements resulted in an approximate breakeven in EBITDA (defined below) for 2001.

        Also included in net revenues are Galavisión's gross advertising revenues, net of agency commissions, Galavisión's subscriber fee revenues, net revenues of Univision Online, net revenues from Univision Music Group, and miscellaneous revenues.

        Direct operating expenses consist of programming, news and general operating costs.

        "EBITDA" is defined as earnings before interest, taxes, depreciation and amortization and non-recurring charges and is the sum of operating income plus depreciation and amortization. The Company has included EBITDA data because such data is commonly used as a measure of performance for broadcast companies and is also used by investors to measure a company's ability to service debt. EBITDA is not, and should not be used as, an indicator of or an alternative to operating income, net income or cash flow as reflected in the consolidated financial statements, is not a measure of financial performance under

27

generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

Critical Accounting Policies

Program Rights for Television Broadcast

        Costs incurred in connection with the production of or purchase of rights to programs to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operating expense as the programs are broadcast.

Revenue Recognition

        Net revenues comprise gross revenues from the Company's broadcast, cable, internet and music businesses, including subscriber fees, a network service fee payable to the Company by the affiliated stations, less agency commissions and compensation costs paid to certain affiliated stations. The Company's gross revenues are recognized when advertising spots are aired for its broadcast and cable businesses and served for its Internet business. Univision Music Group gross revenues are recognized based on product shipments to distributors less an allowance for returns. Substantially all of the Company's net revenues are derived from the advertising revenues of its broadcast and cable businesses.

Accounting for Intangibles

        On June 30, 2001, the Financial Accounting Standards Board issued SFAS No. 142 "Goodwill and Other Intangible Assets". Under SFAS No. 142, goodwill and other intangibles with an indefinite life, such as broadcast licenses, associated with acquisitions consummated prior to June 30, 2001 will not be amortized after December 31, 2001 and those related to acquisitions after June 30, 2001 will never be amortized. However, goodwill and other intangibles will be subject to at least an annual assessment for impairment and more frequently if circumstances indicate a possible impairment exists. The Company is in the process of evaluating the effect of SFAS No. 142 as it relates to assessing impairment of its intangible assets and does not expect any impairment losses at adoption. In addition, under SFAS No. 142, an acquired intangible asset should be separately recognized if the benefit of the intangible is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged. Intangible assets with measurable lives will be amortized over their respective useful lives. The adoption of SFAS No. 142 will result in a substantial reduction of intangible amortization expense for the Company in 2002 since broadcast licenses, affiliation agreements and goodwill will no longer be amortized. In 2001, the Company's amortization of goodwill and other intangibles was approximately $41,000,000; however, since most of the Company's intangible amortization is non-deductible for tax purposes, the Company only realized a $5,000,000 tax benefit. In 2002, the Company's expected intangible amortization expense will be approximately $1,000,000, primarily related to favorable tower leases resulting from acquisitions.

Year Ended December 31, 2001 ("2001"), Compared to Year Ended December 31, 2000 ("2000")

        Revenues.    Net revenues were $887,870,000 in 2001 compared to $863,459,000 in 2000, an increase of $24,411,000 or 2.8%. The Company's broadcast segment revenues were $871,993,000 in 2001 compared to $862,931,000 in 2000, an increase of $9,062,000 or 1%. Univision Network had an increase of approximately 19% in the average price of advertising spots offset in part by a decrease in volume of approximately 16%. UTG O&Os had lower prices for advertising spots of approximately 4%, while the number of spots sold remained essentially flat. UTG O&Os had decreases in revenues attributable primarily to the Miami, Los Angeles and New York stations and increases in revenues from the Dallas, San Antonio, Chicago, Fresno and Phoenix stations. The USA Broadcasting acquired stations had revenues of

28

$9,879,000 in 2001. The Company's Internet segment had revenues of $6,207,000 in 2001 compared to $528,000 in 2000, an increase of $5,679,000. The Company's music segment, which began operations in April 2001, generated revenues of $9,670,000 in 2001.

        Expenses.    Direct operating expenses, which include corporate charges of $328,000 and $344,000 in 2001 and 2000, respectively, increased to $355,761,000 in 2001 from $312,381,000 in 2000, an increase of $43,380,000 or 13.9%. The Company's broadcast segment direct operation expenses were $325,691,000 in 2001 compared to $297,678,000 in 2000, an increase of $28,013,000 or 9.4%. The increase was primarily the result of: (a) increased programming charges associated with cancelled shows, including a cost reduction charge of $3,635,000, and other increased programming costs associated with entertainment and movies accounted for $7,550,000 of the increase, offset in part by lower license fees paid under our program license agreements of $1,468,000 and the elimination of programming costs associated with a show cancelled in 2000 and reduced novela purchasing costs aggregating $4,166,000; (b) increased sports-related programming costs of $16,956,000, including a cost reduction charge of $1,684,000; (c) offset in part by the elimination of 2000 news cost related to the presidential election of $862,000. The USA Broadcasting acquired stations and TeleFutura direct operating expenses were $9,654,000 in 2001. The Company's Internet segment had direct operating expenses of $24,248,000 in 2001 compared to $14,703,000 in 2000, an increase of $9,545,000 due to the business becoming fully operational in 2001 from its third quarter launch in 2000. The Company's music segment had direct operating expenses of $5,822,000 in 2001. As a percentage of net revenues, direct operating expenses increased from 36.2% in 2000 to 40.1% in 2001.

        Selling, general and administrative expenses, which include corporate charges of $11,328,000 and $13,748,000 in 2001 and 2000, respectively, increased to $231,610,000 in 2001 from $223,023,000 in 2000, an increase of $8,587,000 or 3.9%. The Company's broadcast segment selling, general and administrative expenses were $208,517,000 in 2001 compared to $205,593,000 in 2000, an increase of $2,924,000 or 1.4%. The increase is due to a charge of $6,573,000 for a cost reduction initiative primarily related to severance costs, an increase in employee benefit costs of $4,750,000, a charge for bad debt of $4,830,000 to adequately provide for the weak economic climate currently being experienced. These increases were offset by a reduction in discretionary compensation costs of $16,047,000, the elimination of 2000 costs related to the Company's national advertising campaign of $3,796,000, a decrease in selling costs of $2,700,000 and a decrease in promotions of $1,695,000. The USA Broadcasting acquired stations and TeleFutura selling, general and administrative expenses were $10,271,000 in 2001. The Company's Internet segment had selling, general and administrative expenses of $17,465,000 in 2001 compared to $17,430,000 in 2000, an increase of $35,000. The Company's music segment had selling, general and administrative expenses of $5,628,000 in 2001.

        Depreciation and Amortization.    Depreciation and amortization increased to $84,069,000 in 2001 from $66,765,000 in 2000, an increase of $17,304,000 or 25.9%. Depreciation and amortization for the broadcast segment increase by $13,687,000 to $78,215,000 in 2001 from $64,528,000 in 2000 due primarily to an increase in amortization resulting primarily from the acquisition of certain USA Broadcasting stations acquired on June 12, 2001 (see Note 2) and increased depreciation related to increased capital expenditures. Depreciation and amortization for the Internet segment increased by $3,593,000 to $5,830,000 in 2001 from $2,237,000 in 2000 due primarily to increased depreciation related to increased capital expenditures. Depreciation and amortization for the music segment was $24,000 in 2001.

        Operating Income.    As a result of the above factors, operating income decreased to $216,430,000 in 2001 from $261,290,000 in 2000, a decrease of $44,860,000 or 17.2%. The Company's broadcast segment had operating income of $259,570,000 in 2001 and $295,132,000 in 2000, a decrease of $35,562,000, which includes an operating loss for the USA Broadcasting acquired stations and TeleFutura of $19,251,000. The Company's Internet segment had an operating loss of $41,336,000 in 2001 and $33,842,000 in 2000, an increase of $7,494,000. The Company's music segment had an operating loss of $1,804,000. As a percentage of net revenues, operating income decreased from 30.3% in 2000 to 24.4% in 2001.

29

        Interest Expense, Net.    Interest expense increased to $53,463,000 in 2001 from $30,097,000 in 2000, an increase of $23,366,000 or 77.6%. The increase is due primarily to increased borrowings associated with the Company's increased investment in Entravision Communications Corporation ("Entravision") during the latter part of 2000 and the acquisition of certain USA Broadcasting stations.

        Equity Loss in Unconsolidated Subsidiaries and Other.    Equity loss in unconsolidated subsidiaries and other increased to $42,897,000 in 2001 from $4,828,000 in 2000, an increase of $38,069,000. The increase is due primarily to a charge of $15,919,000 relating to the dissolution of the Company's joint venture in Ask Jeeves en Español, Inc. and equity losses of $19,754,000 relating to Entravision.

        Provision for Income Taxes.    In 2001, the Company reported an income tax provision of $62,865,000, representing $50,045,000 of current tax expense and $12,820,000 of deferred tax expense. In 2000, the Company reported an income tax provision of $108,081,000, representing $104,823,000 of current tax expense and $3,258,000 of deferred tax expense. The total effective tax rate was 53.5% in 2001 and 48.0% in 2000. The Company's effective tax rate of 53.5% for 2001 is higher than the 48.0% for 2000 since the Company's relatively fixed permanent non-deductible tax differences have a greater effect as book pre-tax income decreases.

        Extraordinary Loss on Extinguishment of Debt, Net of Tax.    The Company's extraordinary loss on extinguishment of debt of $2,306,000 in 2001 is due to the write-off of deferred financing costs related to its terminated credit facilities.

        Net Income.    As a result of the above factors, net income in 2001 was $52,411,000 compared to $116,923,000 in 2000, a decrease of $64,512,000 or 55.2%. On a comparable basis, excluding, in 2000, Univision Online losses of $20,568,000, equity losses in unconsolidated subsidiaries of $2,863,000 and executive resignation costs of $1,186,000 and in 2001, Univision Online losses of $27,563,000, equity losses in unconsolidated subsidiaries of $23,610,000, the cost reduction initiative charge of $7,076,000, USA Broadcasting acquired stations and TeleFutura losses of $23,095,000 which includes interest, depreciation and amortization charges, Univision Music Group losses of $3,056,000 and the extraordinary loss of $2,306,000 (all net of tax), net income decreased by $2,423,000 or 1.7% to $139,117,000 in 2001 from $141,540,000 in 2000. As a percentage of net revenues, net income decreased from 13.6% in 2000 to 5.9% in 2001. On a comparable basis, as a percentage of net revenues, net income decreased from 16.4% in 2000 to 16.1% in 2001.

        Corporate Charges.    Corporate charges decreased to $11,656,000 in 2001 from $14,092,000 in 2000, a decrease of $2,436,000 or 17.3%. The decrease is primarily due to costs associated with compensation and benefits. As a percentage of net revenues, corporate charges decreased from 1.6% in 2000 to 1.3% in 2001.

        EBITDA.    EBITDA decreased to $300,499,000 in 2001 from $328,055,000 in 2000, a decrease of $27,556,000 or 8.4%. As a percentage of net revenues, EBITDA decreased from 38.0% in 2000 to 33.8% in 2001.

        On a comparable basis, excluding Univision Online losses of $35,506,000, the cost reduction initiative charge of $11,892,000, USA Broadcasting acquired station losses of $10,046,000 and Univision Music Group losses of $1,780,000 in 2001 and Univision Online losses of $31,605,000 and executive resignation costs of $2,000,000 in 2000, EBITDA decreased by $1,937,000 or .5% to $359,723,000 in 2001 from $361,660,000 in 2000. As a percentage of net revenues, EBITDA, on a comparable basis, decreased from 41.9% in 2000 to 41.7% in 2001.

Year Ended December 31, 2000 ("2000"), Compared to Year Ended December 31, 1999 ("1999")

        Revenues.    Net revenues were $863,459,000 in 2000 compared to $693,090,000 in 1999, an increase of $170,369,000 or 24.6%. The Company's broadcast segment revenues were $862,931,000 in 2000 compared to $693,090,000 in 1999, an increase of $169,841,000 or 24.5%. Univision Network had an increase of

30

approximately 19% in the average price of advertising spots and an increase in volume of approximately 9%. UTG O&Os, on a same-station basis, after adjusting for the March 31, 1999 sale of the Albuquerque station, had an increase of approximately 5% in the number of spots sold and an 11% increase in the price for advertising spots. While there were increases at all UTG O&Os, the primary increases were derived from the Los Angeles, New York, Miami, San Francisco and Dallas stations. The Company's Internet segment, that was launched in the third quarter of 2000, had revenues of $528,000.

        Expenses.    Direct operating expenses, which include corporate charges of $344,000 and $300,000 in 2000 and 1999, respectively, increased to $312,381,000 in 2000 from $241,870,000 in 1999, an increase of $70,511,000 or 29.2%.%. The Company's broadcast segment direct operating expenses were $297,678,000 in 2000 compared to $241,359,000 in 1999, an increase of $56,319,000 or 23.3%. The increase was primarily due to increased license fees paid or payable, under the Company's Program License Agreements, to Televisa and Venevision of $26,000,000 as a result of higher net revenues. The programs A Que No Te Atreves, A Millón and Estamos Unidos increased programming costs by $1,451,000, $498,000 and $457,000 and purchased novelas increased programming costs by $1,218,000. The increase in all other programming costs associated with entertainment programs and movies was $5,617,000. Sports-related programming costs increased by $5,228,000, which includes $5,051,000 related to Mexican League Soccer, Road to the World Cup Soccer and the Gold Cup 2000 soccer games, $2,185,000 due to increased boxing costs and $1,163,000 related to República Deportiva. These increases in sports-related programming costs were partially offset by the elimination of 1999 costs related to the Pan American Games of $1,791,000 and Major League Soccer of $1,665,000. News costs increased by $10,909,000, which includes $1,308,000 of costs for the program Ultima Hora, $1,696,000 of costs for increased airings of Aquí y Ahora and $2,259,000 of cost increases due to the addition of early morning news at the Los Angeles station, morning news at the New York and Miami stations and weekend news at the Dallas, San Francisco, Chicago and San Antonio stations. Technical costs increased by $4,941,000 due in part to the support required for increased news programming and higher repair and maintenance costs. The Internet segment direct operating expenses were $14,703,000 in 2000 compared to $511,000 in 1999, an increase of $14,192,000. As a percentage of net revenues, direct operating expenses increased from 34.9% in 1999 to 36.2% in 2000.

        Selling, general and administrative expenses, which include corporate charges of $13,748,000 and $13,724,000 in 2000 and 1999, respectively, increased to $223,023,000 in 2000 from $184,159,000 in 1999, an increase of $38,864,000 or 21.1%. The Company's broadcast segment selling, general and administrative expenses were $205,593,000 in 2000 compared to $182,218,000 in 1999, an increase of $23,375,000 or 12.8%. The increase is due in part to selling costs of $8,532,000 resulting from higher sales, $3,796,000 of costs associated with the Company's national advertising campaign, $2,000,000 related to employee benefits, severance and other compensation costs, $2,000,000 related to an executive resignation. These increases were partially offset by a decrease in 1999 costs related to community affairs of $2,000,000 and acquisition-related costs of $1,151,000. The Internet segment selling, general and administrative expenses were $17,430,000 in 2000 compared to $1,941,000 in 1999, an increase of $15,489,000. As a percentage of net revenues, selling, general and administrative expenses decreased from 26.6% in 1999 to 25.8% in 2000.

        Depreciation and Amortization.    Depreciation and amortization increased to $66,765,000 in 2000 from $62,583,000 in 1999, an increase of $4,182,000 or 6.7%. Depreciation and amortization for the broadcast segment increase by $1,979,000 to $64,528,000 in 2000 from $62,549,000 in 1999 due primarily to an increase in depreciation related to increased capital expenditures that were partially offset by a decrease in goodwill amortization. Depreciation and amortization for the Internet segment increase by $2,203,000 to $2,237,000 in 2000 from $34,000 in 1999 due primarily to increased depreciation related to increased capital expenditures.

        Operating Income.    As a result of the above factors, operating income increased to $261,290,000 in 2000 from $204,478,000 in 1999, an increase of $56,812,000 or 27.8%. The Company's broadcast segment had operating income of $295,132,000 in 2000 and $206,964,000 in 1999, an increase of $88,168,000. The

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Company's Internet segment had an operating loss of $33,842,000 in 2000 and $2,486,000 in 1999, an increase of $31,356,000. As a percentage of net revenues, operating income increased from 29.5% in 1999 to 30.3% in 2000.

        Interest Expense, Net.    Interest expense increased to $30,097,000 in 2000 from $27,459,000 in 1999, an increase of $2,638,000 or 9.6%. The increase is due primarily to increased bank borrowings associated with the Company's increased investment in Entravision and higher interest rates during 2000 as compared to 1999.

        Provision for Income Taxes.    In 2000, the Company reported an income tax provision of $108,081,000, representing $104,823,000 of current tax expense and $3,258,000 of deferred tax expense. In 1999, the Company reported an income tax provision of $91,536,000, representing $82,730,000 of current tax expense and $8,806,000 of deferred tax expense. The total effective tax rate was 48.0% in 2000 and 52.3% in 1999. The Company's effective tax rate of 48.0% for 2000 is lower than the 52.3% for 1999 since the Company's relatively fixed permanent non-deductible tax differences have a smaller effect as book pre-tax income increases.

        Net Income.    As a result of the above factors, net income in 2000 was $116,923,000 compared to $80,933,000 in 1999, an increase of $35,990,000 or 44.5%. On a comparable basis, excluding, net of tax, in 1999, the extraordinary loss on extinguishment of debt of $2,611,000, the Internet business start-up cost of $1,497,000 and the equity loss in unconsolidated subsidiary of $295,000 and in 2000, Internet costs of $20,568,000, the equity losses in unconsolidated subsidiaries of $2,863,000 and executive resignation costs of $1,186,000, net income increased by $56,204,000 or 65.9% to $141,540,000 in 2000 from $85,336,000 in 1999. As a percentage of net revenues, net income increased from 11.7% in 1999 to 13.6% in 2000.

        Corporate Charges.    Corporate charges increased to $14,092,000 in 2000 from $14,024,000 in 1999, an increase of $68,000 or .5%. The increase is primarily due to costs associated with compensation and benefits. As a percentage of net revenues, corporate charges decreased from 2.0% in 1999 to 1.6% in 2000.

        EBITDA.    EBITDA increased to $328,055,000 in 2000 from $267,061,000 in 1999, an increase of $60,994,000 or 22.8%. As a percentage of net revenues, EBITDA decreased from 38.5% in 1999 to 38.0% in 2000.

        On a comparable basis, excluding Internet net costs of $31,605,000 in 2000 and $2,452,000 in 1999 and executive resignation costs of $2,000,000 in 2000, EBITDA increased by $92,147,000 or 34.2% to $361,660,000 in 2000 from $269,513,000 in 1999. As a percentage of net revenues, EBITDA, on a comparable basis, increased from 38.9% in 1999 to 41.9% in 2000.

Liquidity and Capital Resources

        The Company's primary source of cash flow is its broadcasting operations. Funds for debt service, capital expenditures and operations historically have been provided by income from operations and by borrowings.

        Capital expenditures totaled $130,188,000 for the twelve months ended December 31, 2001. This amount excludes the capitalized lease obligations of the Company. In addition to performing normal capital improvements, the Company is still in the process of replacing and upgrading several towers, transmitters and antennas. In 2001, the Company substantially completed the construction of its television station facilities in Los Angeles, Phoenix and Bakersfield and incurred costs of approximately $57,000,000 related to these projects. The build-out of TeleFutura Network in Miami also began in 2001 and the Company incurred costs of approximately $24,500,000. In 2002, the Company plans on spending a total of approximately $115,000,000 that will consist of $41,500,000 for digital technology, $13,700,000 for the completion of the build-out of TeleFutura Network and station facilities, $7,500,000 for Univision Network facilities expansion, $8,500,000 for the completion of the construction of the Los Angeles and Phoenix

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stations and approximately $43,800,000 for normal capital improvements and management information systems. The Company expects to fund its capital expenditure requirements primarily from its operating cash flow and, if necessary, from proceeds available under its bank facility.

        On July 18, 2001, the Company issued 7.85% Senior Notes due 2011 (the "Notes"), which have a face value of $500,000,000 and bear simple interest at 7.85%, to qualified institutional buyers. The Company received net proceeds of $495,370,000 from the issuance of the Notes, which along with cash from operations was used to repay a $500,000,000 temporary credit facility with Goldman Sachs. The Company will pay interest on the Notes on January 15 and July 15 of each year. The Notes are the Company's senior unsecured obligations, are equal in right of payment with all of the Company's existing and future senior unsecured indebtedness, are senior in right of payment to any of the Company's future subordinated indebtedness and are fully and unconditionally guaranteed by all of the Company's guarantors, who are described below. The Company has the option to redeem all or a portion of the Notes at any time at the redemption prices set forth in the note agreement. The indenture does not contain any provisions that would require us to repurchase or redeem or otherwise modify the terms of the Notes upon a change of control. The indenture does not limit our ability to incur indebtedness or require the maintenance of financial ratios or specified levels of net worth or liquidity.

        Concurrent with the issuance of the Senior Notes on July 18, 2001, the Company entered into a new five-year credit agreement with a syndicate of commercial lenders from whom the Company received commitments of $1.22 billion. The new credit agreement consists of a $500,000,000 revolving credit facility and a $720,000,000 term loan. Each of the credit facilities will mature on July 18, 2006. At December 31, 2001, the Company had borrowings of $465,000,000 outstanding under its term loan and $25,000,000 outstanding under its revolving credit facility.

        The subsidiaries that guarantee the Company's obligations under the new revolving credit facility and term loan also guarantee the Notes. Initially, the subsidiary guarantors under the new credit facilities are all of our domestic subsidiaries other than certain immaterial subsidiaries and, until final payment of the purchase price for the additional stations to be acquired from USA Broadcasting, the subsidiary that was created to acquire those stations. The guarantees of the obligations under the revolving credit facility, term loan and the Notes will be released if our senior unsecured debt is rated BBB or better by Standard & Poor's Rating Services and Baa2 or better by Moody's Investor Service, Inc. The guarantees of such subsidiary will be reinstated if such ratings fall below BBB- by Standard & Poor's or Baa3 by Moody's. The Company's senior unsecured debt is currently rated BB+ by Standard & Poor's Rating Services and Baa3 by Moody's Investor Service, Inc.

        Loans made under the new revolving credit facility and term loan will bear interest determined by reference to LIBOR or a base rate equal to the higher of the prime rate of Chase Manhattan Bank or 0.50% per annum over the federal funds rate. The interest rate margins for the first six months after the closing of the initial borrowing under the facilities for the revolving credit facility and term loans will be 0.25% above the base rate or 1.25% above LIBOR. Thereafter, depending on the rating assigned by rating agencies to our senior unsecured debt, the LIBOR interest rate margin will range from 0.75% to 1.5% per annum and the base rate margin will range from 0% to 0.50% per annum. Interest will generally be payable quarterly.

        The new credit agreement contains customary covenants, including restrictions on liens and dividends, and financial covenants relating to interest coverage and maximum leverage. Under the new credit agreement, the Company will also be limited in the amount of other debt we can incur and in our ability to engage in mergers, sell assets and make material changes to our program license agreements with Televisa or Venevision in a manner the lenders determine is materially adverse to the Company.

        The Company's primary interest rate exposure results from changes in the short-term interest rates applicable to the Company's LIBOR loans. The Company borrows at the U.S. prime rate from time to time but attempts to maintain these loans at a minimum. Based on the Company's overall interest rate

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exposure on its LIBOR loans at December 31, 2001, a change of 10% in interest rates would have an impact of approximately $1,600,000 on pre-tax earnings and pre-tax cash flows over a one-year period.

        On December 19, 2001, the Company, Televisa and Venevision reached a multi-faceted global alliance. Under this comprehensive agreement, Univision Network, TeleFutura Network and Galavisión will now have exclusive U.S. broadcast rights to Televisa and Venevision programming (with certain limited exceptions), the most popular Spanish-language programming in the world, through 2017. As part of the agreements, Televisa made an equity investment in the Company of $375,000,000 and received Class B Preferred Stock that automatically converted, on February 25, 2002, into 10,594,500 shares, based on an arms-length negotiated 6% discount, of the Company's Class A Common Stock upon expiration of the waiting period under the Hart-Scott-Rodino Act. The parties also agreed to amend the Company's charter documents to eliminate or modify certain governance rights held by the directors elected by Televisa and Venevision and to eliminate the right of holders of the Company's Class T Common Stock and Class V Common Stock to elect additional directors upon a change in federal law increasing the percentage that non-U.S. citizens may own in companies that own television stations. In connection with the changes to the Company's charter documents, the Company issued warrants to both Televisa and Venevision to purchase in the aggregate, in the case of Televisa, 9,000,000 warrants to acquire 6,274,864 additional shares of Class A Common Stock and 2,725,136 additional shares of Class T Stock and, in the case of Venevision, 2,800,000 warrants to acquire 74,864 additional shares of Class A Common Stock and 2,725,136 Class V Stock. The warrants were issued in exchange for the value of certain rights previously held by the holders of shares of Class T and Class V Stock. The exercise price of the warrants is $38.261 per share. At December 31, 2001, Televisa and Venevision owned a total of 9,002,000 and 30,237,700 warrants, respectively, which includes warrants issued in December 1992. The 1992 warrants are exercisable for Class T and Class V Common Stock at an exercise price of $0.0322 per share. In addition, the Company agreed to acquire Televisa's music recording company, Fonovisa Music Group ("Fonovisa"), North America's premier Latin music label, for 6 million shares of Class A Common Stock and warrants to purchase an additional 100,000 Shares of Class A Common Stock at an exercise price of $38.261 per share.

        On December 7, 2000, the Company announced that it would acquire from USA Broadcasting, Inc. for $1.1 billion in cash, 13 full-power television stations, minority interests in four additional full-power television stations and Station Works, LLC, the master control operating system for the station group. On June 12, 2001, the Company acquired the first three full-power stations, the Station Works facility, and the minority ownership interests in the four additional full-power stations for $294,069,000 in cash. On August 21, 2001, the Company acquired the remaining 10 full-power stations through the issuance of non-interest bearing notes aggregating approximately $808,000,000. The Company made a payment under the notes of approximately $216,000,000 in September 2001 and made the remaining payment of approximately $592,000,000 in January 2002 with funds from its existing credit facility and proceeds received from the issuance of mandatory convertible preferred stock to Televisa. During the interim period between the acquisition of the stations in August 2001 and the respective maturity dates for the notes, the Company continued to operate these stations as English-language Home Shopping Network ("HSN") channels as required by the purchase agreement with USA Broadcasting. Each station entered into an affiliation agreement with HSN (an affiliate of USA Broadcasting) and agreed to broadcast up to 24-hours per day of HSN programming until October 1, 2001 with respect to two New York stations and until January 14, 2002 with respect to the Boston, Chicago, Cleveland, Houston, Los Angeles, Orlando, Philadelphia and Tampa stations. In August 2001, the Company also acquired the majority interest in the Washington, D.C. station (in which it had previously acquired the minority interest from USA Broadcasting) for an additional $59,000,000 through a bankruptcy court proceeding. At December 31, 2001, the Company had a minority interest of $69,875,000 in the San Francisco, Denver and St. Louis stations, which were part of the USA Broadcasting acquisition. In January 2002, the Company purchased the majority interest in the San Francisco station for approximately $41,000,000. The majority of the stations acquired from USA Broadcasting are part of the TeleFutura Television Group.

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        In June 2001, the Company purchased for $26,000,000 an approximate 20% non-voting preferred stock equity interest in Equity Broadcasting Corporation ("Equity Broadcasting"), which is the ninth-largest broadcasting corporation in the United States with more than 40 full-power and 60 low-power television stations. In addition, in September 2001, the Company purchased an additional 4.9% of Equity Broadcasting's Class A common stock for approximately $2,500,000. This investment is accounted for under the cost method. On September 28, 2001, the Company loaned Equity Broadcasting approximately $20,000,000, which created an interest-bearing note receivable due to the Company from Equity Broadcasting. In December 2001, the Company acquired two full power and four low-power television Stations from Equity Broadcasting, and the entire note receivable plus interest was applied to the purchase price.

        Also, in June 2001, Univision Music, Inc. acquired a 50% interest in Monterrey, Mexico-based Disa Records, S.A. de C.V. ("Disa") from the Chavez family. Disa Records is the second-largest independent Spanish-language record label in the world; it represents more than 50 artists and owns a large catalog of more than 1,000 master recordings of Mexican regional music. The Chavez family maintains a 50% ownership in Disa Records and continues to manage the business. The Company has a call right and the Chavez family has a put right starting in June 2006, that will require the Company to purchase the remaining 50% interest for $75,000,000, subject to certain upward adjustments.

        On October 11, 2001, the Company entered into an asset purchase agreement to acquire stations in Killeen and El Paso, Texas from White Knight Broadcasting for approximately $30,000,000. Concurrently, the Company assigned its right to acquire the El Paso station to Entravision for approximately $18,000,000. In January 2002, the Company acquired the Killeen station for $12,000,000 and Entravision acquired the El Paso station.

        In the third quarter of 2001, the Company decided to dissolve its joint venture in Ask Jeeves en Español, Inc.; consequently, the Company's equity loss in unconsolidated subsidiaries/other amount for 2001 reported includes a charge of $15,919,000 or $9,472,000 net of tax. The original charge of $16,804,000 in the third quarter of 2001 was changed to reflect an additional collection of cash in the fourth quarter related to the investment. The Company will recover approximately $25,800,000 in cash, comprised of $19,400,000, received in 2001, as a return of capital and $6,400,000 related to a tax benefit from its original investment of approximately $40,000,000 in Ask Jeeves en Español, Inc.

        Effective February 1, 2002, the Company entered into a time brokerage agreement with Raycom Media, Inc. ("Raycom") to manage its two stations in Puerto Rico. Under the agreement, the Company will program WLII-TV 11 in San Juan and WSUR-TV 9 in Ponce, collectively branded as "Teleonce" on behalf of Raycom. The new programming under the agreement will also be telecast through WORA-TV 5 in Mayaguez, the long-term western affiliate to Teleonce. The management fee to the Company will be approximately $500,000 per year. In addition, the Company entered into an option agreement that expires on December 31, 2004 to acquire these stations for $190,000,000. The purchase price will be reduced if certain earnings targets are met during the period prior to the expiration of the option agreement.

        In July 2000, the Federal Communications Commission released a Public Notice giving official notification that the Company was the winning bidder for a construction permit for a new television station assigned to Blanco, Texas with a winning bid of $18,798,000. On August 1, 2000, the Company made the required 20% down payment of $3,759,600 while awaiting final approval by the FCC. The details and costs regarding the construction of the new station are still in the planning phase.

        On August 9, 2000, the Company acquired the Spanish-language broadcast rights in the U.S. to the 2002 and 2006 FIFA World Cup soccer games and other 2000-2006 FIFA events. A series of payments totaling $150,000,000 is due over the term of the agreement. In addition to these payments, and consistent with past coverage of the World Cup games, the Company will be responsible for all costs associated with advertising, promotion and broadcast of the World Cup games, as well as the production of certain television programming related to the World Cup games. The costs for the 2002 World Cup games,

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including program right and production costs, will be approximately $55,000,000. The funds for these payments are expected to come from income from operations and/or borrowings from the Company's bank facilities.

        The Company expects to explore additional acquisition opportunities in both Spanish-language television and other media to complement and capitalize on our existing business and management. The purchase price for the acquisitions and investments described above as well as any future acquisitions may be paid with (a) cash derived from operating cash flow, (b) proceeds available under bank facilities, (c) proceeds from future debt or equity offerings, or (d) any combination thereof. Based on our current level of operations and planned capital expenditures, the Company believes that its cash flow from operations, together with available cash and available borrowings under the new credit facility will be adequate to meet future liquidity needs for at least the next twelve months.

Seasonality

        The advertising revenues of the Company vary over the calendar year. Historically, approximately 30% of total advertising revenues have been generated in the fourth quarter and 20% in the first quarter, with the remainder split approximately equally between the second and third quarters, exclusive of special programming such as the World Cup Games. Because of the relatively fixed nature of the costs of the Company's business, seasonal variations in operating income are more pronounced than those of revenues.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

        The information required by this item is included in the "Liquidity and Capital Resources" section of the Company's Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this document.

ITEM 8. Financial Statements and Supplementary Data

        See pages F-1 through F-67

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

        Not applicable

PART III

Item 10. Directors and Executive Officers of the Registrant

        The information relating to directors required by this item will be contained under the captions "Board Of Directors" in a definitive Proxy Statement, which the registrant will file with the Securities and Exchange Commission not later than 120 days after December 31, 2001 (the "Proxy Statement"), and such information is incorporated herein by reference.

        The information relating to executive officers required by this item is included herein in Part I under the caption "Executive Officers".

        The information required pursuant to Item 405 of Regulation S-K will be contained under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement, and such information is incorporated herein by reference.

Item 11. Executive Compensation

        The information required by this item will be contained under the caption "Summary Table of Executive Compensation," and "Employment Agreements and Arrangements" in the Company's Proxy Statement, and such information is incorporated herein by reference.

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Item 12. Security Ownership of Certain Beneficial Owners and Management

        The information required by this item will be contained under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's Proxy Statement, and such information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

        The information required by this item is contained under the caption "Certain Relationships And Related Transactions" in the Company's Proxy Statement, and such information is incorporated herein by reference.

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PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)

Exhibits

Exhibit Number		Description
3.1	(5)	Amended and Restated Certificate of Incorporation of the Company
3.2		Amended and Restated Bylaws of the Company
3.3	(7)	Certificate of Amendment of Restated Certificate of Incorporation of the Company
4.1	(6)	Form of specimen stock certificate
4.4	(1)	Indenture dated as of December 17, 1992 relating to PTI Holdings, Inc.'s Subordinated Ten Year Notes due 2002 (including the form of notes)
4.5	(2)	Indenture dated as of December 17, 1992 relating to The Univision Network Holding Limited Partnership's Subordinated Ten Year Notes due 2002 (including form of notes)
4.6	(3)	First Supplemental Indenture dated as of October 1, 1993 relating to PTI Holdings, Inc.'s Subordinated Ten Year Notes due 2002
4.7	(3)	First Supplemental Indenture dated as of October 1, 1993 relating to The Univision Network Holding Limited Partnership's Subordinated Ten Year Notes due 2002
4.8	(11)	Indenture dated as of July 18, 2001, among Univision Communications Inc. and The Bank of New York as Trustee
4.9	(11)	Form of Supplemental Indenture to be delivered by additional guarantors, among Univision Communications Inc., the Guaranteeing Subsidiaries to be named therein, and The Bank of New York as Trustee
10.1	(6)	Form of Indemnification Agreement between the Company and each of its executive officers and directors
10.2	(6)	Registration Rights Agreement dated as of October 2, 1996
10.3	(5)	1996 Performance Award Plan
10.4	(4)	Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and George W. Blank
10.6		Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Venevision International Corp. and the Company
10.7		Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Productora de Teleprogramas, S.A. de C.V. and the Company
10.8	(6)	Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa, Venevision and certain of their affiliates
10.9		Amended and Restated International Program Rights Agreement dated as of December 19, 2001 by and among the Company, Venevision International, Inc. and Grupo Televisa, S.A.
10.10	(6)	Amended and Restated Warrants issued to Televisa dated as of October 2, 1996
10.10.1		Amended and Restated Warrant issued to Televisa dated as of December 19, 2001

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10.10.2		Warrant Purchase Agreement dated as of December 19, 2001 by and between Grupo Televisa, S.A. and the Company
10.10.3		Warrants issued to Grupo Televisa, S.A. dated as of December 19, 2001
10.11	(6)	Amended and Restated Warrant issued to Venevision dated as of October 2, 1996
10.11.1		Form of Amended and Restated Warrant issued to Venevision
10.11.2		Warrant Purchase Agreement dated as of December 19, 2001 by and between VVI Investments Corporation and the Company
10.11.3		Warrants issued to VVI Investments Corporation dated as of December 19, 2001
10.11.4		Warrant Purchase Agreement dated as of December 19, 2001 by and between Venevision Investments LLC and the Company
10.11.5		Warrants issued to Venevision Investments LLC dated as of December 19, 2001
10.12	(10)	Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.13		Subsidiary Guaranty dated as of July 18, 2001 made by the Univision guarantors to the Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.15	(5)	Employment Agreement dated as of January 1, 1995 between the Univision Network Limited Partnership and Ray Rodriguez
10.16	(9)	Employment Agreement dated as of August 17, 2000 between the Univision Communications Inc. and C. Douglas Kranwinkle
10.17		Employment Agreement dated as of January 1, 1996 between The Univision Network Limited Partnership and Andrew Hobson
10.30	(7)	Co-Production Agreement between the Company and Televisa
10.31	(8)	Reimbursement Agreement between the Company and Chartwell Services Inc.
10.32		Reimbursement Agreement between the Company and Chartwell Services New York, Inc. dated as of May 24, 2000
10.33		Amendment to Employment Agreement dated as of December 17, 2001 between Univision Communications Inc. and George W. Blank
10.33.1		Amendment to Employment Agreement dated as of November 14, 2001 between Univision Communications Inc. and George W. Blank
10.34		Amendment to Employment Agreement dated as of December 17, 2001 between The Univision Network Limited Partnership and Ray Rodriguez
10.34.1		Amendment to Employment Agreement dated as of November 14, 2001 between The Univision Network Limited Partnership and Ray Rodriguez

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10.35		Amendment to Employment Agreement dated as of December 17, 2001 between Univision Communications Inc. and C. Douglas Kranwinkle
10.35.1		Amendment to Employment Agreement dated as of November 14, 2001 between Univision Communications Inc. and C. Douglas Kranwinkle
10.36		Amendment to Employment Agreement dated as of December 17, 2001 between Univision Communications Inc. and Andrew Hobson
10.36.1		Amendment to Employment Agreement dated as of November 14, 2001 between Univision Communications Inc. and Andrew Hobson
10.37	(12)	Stock Purchase Agreement between USA Broadcasting, Inc. and Univision Communications Inc. dated as of January 17, 2001
10.38	(12)	First Amendment to Stock Purchase Agreement between USA Broadcasting, Inc. and Univision Communications Inc. dated as of January 17, 2001
10.39	(12)	Second Amendment to Stock Purchase Agreement between USA Broadcasting, Inc. and Univision Communications Inc. dated as of January 17, 2001
10.40		Share Purchase Agreement dated as of December 19, 2001 by and between Fonovisa L.L.C. and Univision Communications Inc.
10.41		Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.42		First Amendment dated January 11, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.43		Second Amendment dated January 11, 2002 to letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.44		Third Amendment dated February 27, 2002 to letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.45		Fourth Amendment dated March 7, 2002 to letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
21.1		Subsidiaries of the Company
23.1		Consents of experts—Arthur Andersen LLP
23.2		Consents of experts—McGladrey & Pullen, LLP
24.1		Power of Attorney (contained on "Signatures" page)
99.1		Letter to the SEC dated March 25, 2002 re: Confirmation of Arthur Andersen Representations

(1)

Previously filed as an exhibit to the Registration Statement on Form S-1 of PTI Holdings, Inc. (File No. 33-66432)

(2)

Previously filed as an exhibit to the Registration Statement on From S-1 of The Univision Network Holding Limited Partnership (File No. 33-66434)

(3)

Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on Form 10K for the year ended December 31, 1993

40

(4)

Previously filed as an exhibit to Univision Television Group, Inc.'s Annual Report on Form 10K for the year ended December 31, 1995.

(5)

Previously filed as an exhibit to Univision Communications Inc. Definitive Proxy Statement dated March 30, 2000.

(6)

Previously filed as an exhibit to Univision Communications Inc.'s Annual Report on Form 10K for the year ended December 31, 1996.

(7)

Previously filed as an exhibit to Univision Communications Inc.'s Quarterly Report on Form 10Q for the period ended June 30, 1998.

(8)

Previously filed as an exhibit to Univision Communications Inc.'s Quarterly Report on Form 10Q for the period ended March 31, 1999.

(9)

Previously filed as an exhibit to Univision Television Group, Inc.'s Annual Report on Form 10K for the year ended December 31, 2000.

(10)

Previously filed as an exhibit to Univision Communications Inc.'s Quarterly Report on Form 10Q for the period ended June 30, 2001.

(11)

Previously filed as an exhibit to Univision Communications Inc. Registration Statement on Form S-4 (File No. 333-71426-01).

(12)

Previously filed as an exhibit to Univision Communication Inc.'s Report on Form 8K filed June 26, 2001.

(b)

Financial Statement Schedules

        Schedule II—Valuation and Qualifying Accounts

        All other schedules for which provision is made in the applicable accounting regulation of the Securities Exchange Act of 1934 are not required under the related instructions or are inapplicable, and therefore have been omitted.

(c)

Reports on Form 8-K

        On December 28, 2001 the Company filed a Form 8-K, Item 5 (Other Events), noting that on December 19, 2001, the Company, Grupo Televisa, S.A. and Venevision International Inc. announced that they reached a multi-faceted global alliance. A copy of the press release describing the alliance and its related transactions was filed as an exhibit to Form 8-K.

(d)

Financial Statements of Entravision Communications Corporation

        Refer to pages F-36 to F-67 for the separate financial statements of Entravision Communication Corporation, which is a significant subsidiary of the Company that is less than 50% owned and is not required to be consolidated in the financial statements of the Company. At December 31, 2001, the Company accounted for its 32% investment in Entravision Communication Corporation using the equity method of accounting.

41

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 26, 2002.

UNIVISION COMMUNICATIONS INC.
By:	/s/  GEORGE W. BLANK George W. Blank Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates so indicated.

        Each person whose signature appears below hereby authorizes Robert V. Cahill and George W. Blank, or either of them, as attorneys-in-fact to sign on his behalf, individually, and in the capacity stated below, and to file all amendments and/or supplements to this Annual Report on Form 10-K.

/s/  A. JERROLD PERENCHIO A. Jerrold Perenchio	Chairman of the Board and Chief Executive Officer	March 26, 2002
/s/  GEORGE W. BLANK George W. Blank	Executive Vice President and Chief Financial Officer, in his capacities, as Chief Financial Officer and Principal Accounting Officer	March 26, 2002
Emilio Azcarraga Jean	Director	March __, 2002
/s/  HAROLD GABA Harold Gaba	Director	March 26, 2002
/s/  ALAN HORN Alan Horn	Director	March 26, 2002
/s/  JOHN G. PERENCHIO John G. Perenchio	Director	March 26, 2002
/s/  ALEJANDRO RIVERA Alejandro Rivera	Director	March 26, 2002
/s/  RAY RODRIGUEZ Ray Rodriguez	Director	March 26, 2002
/s/  JUAN VILLALONGA Juan Villalonga	Director	March 26, 2002

42

INDEX TO EXHIBITS

Exhibit Number		Description
3.1	(5)	Amended and Restated Certificate of Incorporation of the Company
3.2		Amended and Restated Bylaws of the Company
3.3	(7)	Certificate of Amendment of Restated Certificate of Incorporation of the Company
4.1	(6)	Form of specimen stock certificate
4.4	(1)	Indenture dated as of December 17, 1992 relating to PTI Holdings, Inc.'s Subordinated Ten Year Notes due 2002 (including the form of notes)
4.5	(2)	Indenture dated as of December 17, 1992 relating to The Univision Network Holding Limited Partnership's Subordinated Ten Year Notes due 2002 (including form of notes)
4.6	(3)	First Supplemental Indenture dated as of October 1, 1993 relating to PTI Holdings, Inc.'s Subordinated Ten Year Notes due 2002
4.7	(3)	First Supplemental Indenture dated as of October 1, 1993 relating to The Univision Network Holding Limited Partnership's Subordinated Ten Year Notes due 2002
4.8	(11)	Indenture dated as of July 18, 2001, among Univision Communications Inc. and The Bank of New York as Trustee
4.9	(11)	Form of Supplemental Indenture to be delivered by additional guarantors, among Univision Communications Inc., the Guaranteeing Subsidiaries to be named therein, and The Bank of New York as Trustee
10.1	(6)	Form of Indemnification Agreement between the Company and each of its executive officers and directors
10.2	(6)	Registration Rights Agreement dated as of October 2, 1996
10.3	(5)	1996 Performance Award Plan
10.4	(4)	Employment Agreement dated as of January 1, 1995, between Univision Television Group, Inc. and George W. Blank
10.6		Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Venevision International Corp. and the Company
10.7		Second Amended and Restated Program License Agreement dated as of December 19, 2001 by and between Productora de Teleprogramas, S.A. de C.V. and the Company
10.8	(6)	Participation Agreement dated as of October 2, 1996 by and among the Company, Perenchio, Televisa, Venevision and certain of their affiliates
10.9		Amended and Restated International Program Rights Agreement dated as of December 19, 2001 by and among the Company, Venevision International, Inc. and Grupo Televisa, S.A.
10.10	(6)	Amended and Restated Warrants issued to Televisa dated as of October 2, 1996
10.10.1		Amended and Restated Warrant issued to Televisa dated as of December 19, 2001
10.10.2		Warrant Purchase Agreement dated as of December 19, 2001 by and between Grupo Televisa, S.A. and the Company

43

10.10.3		Warrants issued to Grupo Televisa, S.A. dated as of December 19, 2001
10.11	(6)	Amended and Restated Warrant issued to Venevision dated as of October 2, 1996
10.11.1		Form of Amended and Restated Warrant issued to Venevision
10.11.2		Warrant Purchase Agreement dated as of December 19, 2001 by and between VVI Investments Corporation and the Company
10.11.3		Warrants issued to VVI Investments Corporation dated as of December 19, 2001
10.11.4		Warrant Purchase Agreement dated as of December 19, 2001 by and between Venevision Investments LLC and the Company
10.11.5		Warrants issued to Venevision Investments LLC dated as of December 19, 2001
10.12	(10)	Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.13		Subsidiary Guaranty dated as of July 18, 2001 made by the Univision guarantors to the Credit Agreement dated as of July 18, 2001 among Univision Communications Inc., a Delaware corporation, Univision of Puerto Rico Inc., a Delaware corporation, the lenders from time to time party hereto, the Chase Manhattan Bank, as Administrative Agent, and BNP Paribas, as Documentation Agent
10.15	(5)	Employment Agreement dated as of January 1, 1995 between the Univision Network Limited Partnership and Ray Rodriguez
10.16	(9)	Employment Agreement dated as of August 17, 2000 between the Univision Communications Inc. and C. Douglas Kranwinkle
10.17		Employment Agreement dated as of January 1, 1996 between The Univision Network Limited Partnership and Andrew Hobson
10.30	(7)	Co-Production Agreement between the Company and Televisa
10.31	(8)	Reimbursement Agreement between the Company and Chartwell Services Inc.
10.32		Reimbursement Agreement between the Company and Chartwell Services New York, Inc. dated as of May 24, 2000
10.33		Amendment to Employment Agreement dated as of December 17, 2001 between Univision Communications Inc. and George W. Blank
10.33.1		Amendment to Employment Agreement dated as of November 14, 2001 between Univision Communications Inc. and George W. Blank
10.34		Amendment to Employment Agreement dated as of December 17, 2001 between The Univision Network Limited Partnership and Ray Rodriguez
10.34.1		Amendment to Employment Agreement dated as of November 14, 2001 between The Univision Network Limited Partnership and Ray Rodriguez
10.35		Amendment to Employment Agreement dated as of December 17, 2001 between Univision Communications Inc. and C. Douglas Kranwinkle

44

10.35.1		Amendment to Employment Agreement dated as of November 14, 2001 between Univision Communications Inc. and C. Douglas Kranwinkle
10.36		Amendment to Employment Agreement dated as of December 17, 2001 between Univision Communications Inc. and Andrew Hobson
10.36.1		Amendment to Employment Agreement dated as of November 14, 2001 between Univision Communications Inc. and Andrew Hobson
10.37	(12)	Stock Purchase Agreement between USA Broadcasting, Inc. and Univision Communications Inc. dated as of January 17, 2001
10.38	(12)	First Amendment to Stock Purchase Agreement between USA Broadcasting, Inc. and Univision Communications Inc. dated as of January 17, 2001
10.39	(12)	Second Amendment to Stock Purchase Agreement between USA Broadcasting, Inc. and Univision Communications Inc. dated as of January 17, 2001
10.40		Share Purchase Agreement dated as of December 19, 2001 by and between Fonovisa L.L.C. and Univision Communications Inc.
10.41		Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.42		First Amendment dated January 11, 2002 to Letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.43		Second Amendment dated January 11, 2002 to letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.44		Third Amendment dated February 27, 2002 to letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
10.45		Fourth Amendment dated March 7, 2002 to letter Agreement by and between Univision Communications Inc. and Grupo Televisa S.A. dated December 19, 2001
21.1		Subsidiaries of the Company
23.1		Consents of experts—Arthur Andersen LLP
23.2		Consents of experts—McGladrey & Pullen, LLP
24.1		Power of Attorney (contained on "Signatures" page)
99.1		Letter to SEC dated March 25, re: Confirmation of Arthur Andersen Representations

(1)

Previously filed as an exhibit to the Registration Statement on Form S-1 of PTI Holdings, Inc. (File No. 33-66432)

(2)

Previously filed as an exhibit to the Registration Statement on From S-1 of The Univision Network Holding Limited Partnership (File No. 33-66434)

(3)

Previously filed as an exhibit to PTI Holdings, Inc.'s Annual Report on Form 10K for the year ended December 31, 1993

(4)

Previously filed as an exhibit to Univision Television Group, Inc.'s Annual Report on Form 10K for the year ended December 31, 1995.

45

(5)

Previously filed as an exhibit to Univision Communications Inc. Definitive Proxy Statement dated March 30, 2000.

(6)

Previously filed as an exhibit to Univision Communications Inc.'s Annual Report on Form 10K for the year ended December 31, 1996.

(7)

Previously filed as an exhibit to Univision Communications Inc.'s Quarterly Report on Form 10Q for the period ended June 30, 1998.

(8)

Previously filed as an exhibit to Univision Communications Inc.'s Quarterly Report on Form 10Q for the period ended March 31, 1999.

(9)

Previously filed as an exhibit to Univision Television Group, Inc.'s Annual Report on Form 10K for the year ended December 31, 2000.

(10)

Previously filed as an exhibit to Univision Communications Inc.'s Quarterly Report on Form 10Q for the period ended June 30, 2001.

(11)

Previously filed as an exhibit to Univision Communications Inc. Registration Statement on Form S-4 (File No. 333-71426-01).

(12)

Previously filed as an exhibit to Univision Communication Inc.'s Report on Form 8K filed June 26, 2001.

46

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Univision Communications Inc.:

        We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of Univision Communications Inc. (a Delaware corporation) and subsidiaries for the years ended December 31, 2001, 2000 and 1999 included in Item 8 of this Form 10-K and have issued our report thereon dated February 4, 2002. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedule listed in Item 14(b) of this Form 10-K is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. The schedule for the years ended December 31, 1999, 2000 and 2001 has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 4, 2002

47

SCHEDULE II

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 1999, 2000 and 2001
(Dollars in thousands)

				Additions
Description	Balance at Beginning of Period			Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Balance at end of Period
	Debit (Credit)			Debit (Credit)			Debit (Credit)			Debit (Credit)			Debit (Credit)
For the Year Ended December 31, 1999
Allowance for doubtful accounts	$	(8,079	)	$	(1,192	)	$	—		$	1,646	(1)	$	(7,625	)
Accumulated amortization of intangible assets	$	(219,859	)	$	(39,171	)	$	—		$	879	(2)	$	(258,151	)
Accumulated amortization of deferred financing costs	$	(3,650	)	$	(1,441	)	$	—		$	—		$	(5,091	)
For the Year Ended December 31, 2000
Allowance for doubtful accounts	$	(7,625	)	$	(3,106	)	$	—		$	1,977	(1)	$	(8,754	)
Accumulated amortization of intangible assets	$	(258,151	)	$	(38,737	)	$	—		$	—		$	(296,888	)
Accumulated amortization of deferred financing costs	$	(5,091	)	$	(1,361	)	$	—		$	—		$	(6,452	)
For the Year Ended December 31, 2001
Allowance for doubtful accounts	$	(8,754	)	$	(8,680	)	$	(709)	(4)	$	7,340	(1)	$	(10,803	)
Allowance for returns		—			(689	)		—			—			(689	)
Allowance for doubtful accounts and returns	$	(8,754	)	$	(9,369	)	$	(709	)	$	7,340	(1)	$	(11,492	)
Accumulated amortization of intangible assets	$	(296,888	)	$	(40,969	)	$	—		$	—		$	(337,857	)
Accumulated amortization of deferred financing costs	$	(6,452	)	$	(2,488	)	$	—		$	7,193	(3)	$	(1,747	)

(1)

Write-offs of accounts receivable, net of recoveries.

(2)

Represents sale of Albuquerque station.

(3)

Write-off of terminated credit facilities.

(4)

Acquired from USA Broadcasting stations.

48

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Univision Communications Inc.
	Report of Independent Public Accountants	F-2
	Consolidated Balance Sheets at December 31, 2001 and 2000	F-3
	Consolidated Statements of Income for the Years Ended December 31, 2001, 2000 and 1999	F-4
	Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1999, 2000 and 2001	F-5
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999	F-6
	Notes to Consolidated Financial Statements	F-7
Financial Statements of Entravision Communication Corporation		F-36

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

         To the Stockholders of Univision Communications Inc.:

        We have audited the accompanying consolidated balance sheets of Univision Communications Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company's management of Univision Communications Inc. and subsidiaries. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Univision Communications Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Roseland, New Jersey
February 4, 2002

F-2

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)

			December 31,
ASSETS			2001			2000
Current assets:
	Cash		$	380,829		$	54,528
	Accounts receivable, less allowance for doubtful accounts and returns of $11,492 in 2001 and $8,754 in 2000			162,592			149,177
	Program rights			22,653			22,249
	Prepaid expenses and other			30,019			23,658
		Total current assets		596,093			249,612
Property and equipment, net, less accumulated depreciation of $142,661 in 2001 and $103,087 in 2000				445,483			247,233
Intangible assets, net, less accumulated amortization of $337,857 in 2001 and $296,888 in 2000				1,532,095			512,544
Deferred financing costs, net, less accumulated amortization of $1,747 in 2001 and $6,452 in 2000				20,935			4,686
Deferred income taxes, net				—			7,782
Program rights				18,862			19,023
Investment in unconsolidated subsidiaries				535,777			400,748
Other assets				14,299			6,677
Total assets			$	3,163,544		$	1,448,305
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	120,021		$	106,418
	Income taxes			20,334			23,021
	Accrued interest			18,348			908
	Accrued license fees			10,562			12,557
	Deferred advertising revenues			4,250			—
	Program rights obligations			4,135			1,088
	Current portion of long-term debt and capital lease obligations			92,030			218,969
		Total current liabilities		269,680			362,961
Long-term debt including accrued interest				985,509			298,289
Notes payable due USA Broadcasting				592,175			—
Capital lease obligations				84,334			79,400
Deferred advertising revenues				13,960			—
Program rights obligations				10,919			—
Deferred tax liabilities				5,657			—
Other long-term liabilities				18,530			6,323
		Total liabilities		1,980,764			746,973
Redeemable convertible preferred stock, $.01 par value, with a conversion rate of 28.252 to Class A Common Stock (375,000 shares issued and outstanding at December 31, 2001)				369,500			—
Redeemable convertible 6% preferred stock, $.01 par value, with a conversion price of $8.171875 to Class A Common Stock (0 and 6,000 shares issued and outstanding at December 31, 2001 and 2000, respectively)				—			6,060
Stockholders' equity:
	Preferred stock, $.01 par value (10,000,000 shares authorized; 0 issued and outstanding)			—			—
	Common stock, $.01 par value (492,000,000 shares authorized; 210,479,125 and 207,081,700 shares issued including shares in treasury, at December 31, 2001 and 2000, respectively)			2,105			2,071
	Paid-in-capital			561,860			496,227
	Retained earnings			271,508			219,167
				835,473			717,465
	Less common stock held in treasury (1,017,180 shares at cost at December 31, 2001 and 2000)			(22,193	)		(22,193	)
		Total stockholders' equity		813,280			695,272
Total liabilities and stockholders' equity			$	3,163,544		$	1,448,305

See Notes to Consolidated Financial Statements

F-3

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31,
(In thousands, except share and per-share data)

	2001			2000			1999
Net revenues	$	887,870		$	863,459		$	693,090
Direct operating expenses		355,761			312,381			241,870
Selling, general and administrative expenses		231,610			223,023			184,159
Depreciation and amortization		84,069			66,765			62,583
Operating income		216,430			261,290			204,478
Interest expense, net		53,463			30,097			27,459
Amortization of deferred financing costs		2,488			1,361			1,441
Equity loss in unconsolidated subsidiaries		42,897			4,828			498
Income before taxes and extraordinary loss on extinguishment of debt		117,582			225,004			175,080
Provision for income taxes		62,865			108,081			91,536
Income before extraordinary loss on extinguishment of debt		54,717			116,923			83,544
Extraordinary loss on extinguishment of debt, net of tax		(2,306	)		—			(2,611	)
Net income		52,411			116,923			80,933
Preferred stock dividends		(70	)		(518	)		(540	)
Net income available to common stockholders	$	52,341		$	116,405		$	80,393
Basic Earnings Per Share
Income per share available to common stockholders before extraordinary loss	$	0.26		$	0.57		$	0.43
Extraordinary loss per share		(0.01	)		—			(0.01	)
Net income per share available to common stockholders	$	0.25		$	0.57		$	0.42
Weighted average common shares outstanding		208,110,727			204,893,438			192,971,418
Diluted Earnings Per Share
Income per share available to common stockholders before extraordinary loss	$	0.23		$	0.49		$	0.35
Extraordinary loss per share		(0.01	)		—			(0.01	)
Net income per share available to common stockholders	$	0.22		$	0.49		$	0.34
Weighted average common shares outstanding		239,817,378			238,963,587			236,236,626

See Notes to Consolidated Financial Statements

F-4

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Years Ended December 31, 1999, 2000 and 2001
(In thousands)

	Common Stock		Paid-in- Capital			Retained Earnings			Common Stock in Treasury			Total
Balance, January 1, 1999	$	1,818	$	387,863		$	22,369		$	(17,402	)	$	394,648
Net income for the year		—		—			80,933			—			80,933
Preferred stock dividends declared		—		—			(540	)		—			(540	)
Exercise of warrants		202		(202	)		—			—			—
Exercise of stock options including related tax benefits		23		38,714			—			—			38,737
Balance, December 31, 1999		2,043		426,375			102,762			(17,402	)		513,778
Net income for the year		—		—			116,923			—			116,923
Preferred stock dividends declared		—		—			(518	)		—			(518	)
Conversion of redeemable convertible 6% preferred stock		4		2,996			—			—			3,000
Exercise of stock options including related tax benefits		24		66,856			—			(4,791	)		62,089
Balance, December 31, 2000		2,071		496,227			219,167			(22,193	)		695,272
Net income for the year		—		—			52,411			—			52,411
Preferred stock dividends declared		—		—			(70	)		—			(70	)
Conversion of redeemable convertible 6% preferred stock		7		5,993			—			—			6,000
Exercise of stock options including related tax benefits		27		59,640			—			—			59,667
Balance, December 31, 2001	$	2,105	$	561,860		$	271,508		$	(22,193	)	$	813,280

See Notes to Consolidated Financial Statements

F-5

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,
(In thousands)

		2001			2000			1999
Net income		$	52,411		$	116,923		$	80,933
Adjustments to reconcile net income to net cash from operating activities:
	Depreciation		43,100			28,028			23,412
	Loss on sale of fixed assets		137			1			183
	Equity loss in unconsolidated subsidiaries		42,589			4,828			498
	Amortization of intangible assets and financing costs		43,596			40,098			40,612
	Non-cash items		(3,040	)		—			—
	Extraordinary loss on extinguishment of debt, net of tax		2,306			—			2,611
Changes in assets and liabilities:
	Accounts receivable, net		(10,961	)		(13,081	)		(17,688	)
	Intangible assets, net		—			(41	)		(427	)
	Deferred income taxes		13,439			5,533			9,320
	License fees payable		125,926			127,441			101,724
	Payment of license fees		(127,921	)		(124,451	)		(99,729	)
	Program rights		124			(26,441	)		(4,352	)
	Prepaid expenses and other assets		(13,017	)		(16,785	)		(1,663	)
	Accounts payable and accrued liabilities		(13,009	)		27,693			4,015
	Income taxes		398			16,995			13,994
	Income tax benefit from options exercised		30,261			41,401			22,268
	Accrued interest		27,121			9,140			7,752
	Program rights obligations		3,734			(858	)		1,508
	Other, net		101			(186	)		1,986
Net cash provided by operating activities			217,295			236,238			186,957
Cash flow from investing activities:
	Station acquisitions		(529,009	)		—			—
	Investment in unconsolidated subsidiaries		(175,807	)		(393,292	)		(1,000	)
	Capital expenditures		(130,188	)		(64,669	)		(38,965	)
	Proceeds from dissolution of investment in Ask Jeeves en Español, Inc		19,385			—			—
	Proceeds from sale of Albuquerque station		—			—			1,000
	Other		(556	)		11			29
Net cash used in investing activities			(816,175	)		(457,950	)		(38,936	)
Cash flow from financing activities:
	Proceeds from issuance of long-term debt		1,217,350			390,000			62,000
	Proceeds from Senior Notes		495,370			—			—
	Proceeds from convertible preferred stock		375,000			—			—
	Repayment of long-term debt		(1,167,686	)		(155,814	)		(198,361	)
	Exercise of stock options		27,889			20,688			16,470
	Preferred stock dividends paid		(130	)		(547	)		(540	)
	Purchase of Junior Subordinated Notes		—			—			(17,998	)
	Deferred financing costs		(22,612	)		(645	)		—
Net cash provided by (used in) financing activities			925,181			253,682			(138,429	)
Net increase in cash			326,301			31,970			9,592
Cash beginning of year			54,528			22,558			12,966
Cash end of year		$	380,829		$	54,528		$	22,558
Supplemental disclosure of cash flow information:
	Interest paid	$	29,116		$	20,657		$	20,412
	Income taxes paid	$	18,946		$	43,910		$	46,275

See Notes to Consolidated Financial Statements.

F-6

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2001

1. Organization of the Company

        The operations of Univision Communications Inc. and its wholly owned subsidiaries (the "Company"), the leading Spanish-language media company in the United States, include Univision Network, the most-watched Spanish-language television network in the United States; Univision Television Group ("UTG"), which owns and operates 16 full-power and 6 low-power television stations ("UTG O&Os"), including full-power stations in 11 of the top 15 U.S. Hispanic markets; Galavisión, the country's leading Spanish-language cable network; Univision Music Group, which includes a 50% interest in Disa Records ("Disa"), one of the leading music publishing and recording companies in Mexico and Univision Online, Inc. ("Univision Online"), which operates the Company's Internet portal, Univision.com. Univision Network's signal covers 97 percent of all U.S. Hispanic households through UTG O&Os, Univision Network's affiliates (16 full-power and 27 low-power stations) and cable affiliates.

        UTG's 15 full-power, Spanish-language television stations are located in Los Angeles, New York, Miami, Houston, Chicago, Dallas, San Francisco, San Antonio, Phoenix, Fresno, Sacramento, Cleveland, Atlanta, Philadelphia and Killeen, and the Company's one English-language, full-power television station is located in Bakersfield. UTG also owns and operates 6 low-power, Spanish-language television stations serving Austin, Bakersfield, Fort Worth, Phoenix, Santa Rosa and Tucson. The Company's Spanish-language television stations are affiliated with Univision Network, and the English-language station is affiliated with UPN (United Paramount Network).

        On January 14, 2002, the Company launched TeleFutura, which consists of TeleFutura Network and TeleFutura Television Group ("TTG"). TTG owns and operates 14 full-power and 12 low-power television stations ("TTG O&Os"), including full-power stations in 8 of the top 10 U.S. Hispanic markets. TeleFutura Network's signal covers approximately 72% of all U.S. Hispanic households through TTG O&Os and TeleFutura Network's affiliates (1 full-power and 17 low-power stations). The TTG's 14 full-power, Spanish-language television stations are located in Los Angeles, New York (2 stations), Miami, Houston, Chicago, Dallas, San Francisco, Phoenix, Washington, Tampa, Orlando, Boston, and Tucson. TTG also owns and operates 12 low-power, Spanish-language television stations serving Hartford, Lompoc, Paso Robles, Philadelphia, Phoenix, San Antonio, San Luis Obispo, Santa Barbara, Santa Maria and Tucson.

2. Significant Accounting Policies

Principles of Consoldiation

        The consolidated financial statements include the accounts and operations of the Company. All significant intercompany accounts and transactions have been eliminated. For investments in which the Company owns or controls less than 20% of the voting shares and does not have significant influence over operating and financial policies, the cost method of accounting is used. For investments in which the Company owns or controls more than 20% of the voting shares and does have significant influence over operating and financial policies, the equity method of accounting is used. Accordingly, the Company's share of the earnings and losses of these companies are included in the equity loss in unconsolidated subsidiaries in the accompanying consolidated statements of income of the Company. Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation.

F-7

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Accounting for Long-Lived Assets

        In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supercedes SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed of" and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations." However, SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sale. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those years. The Company will adopt this statement in 2002 and is currently assessing the impact of this new standard.

Property and Equipment and Related Depreciation and Amortization

        Property and equipment is carried on the basis of lower of cost or market. Depreciation and amortization is provided using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over 5 to 40 years, broadcast and other equipment over 3 to 7 years. Leasehold improvements are amortized over the remaining life of the lease. Depreciation and amortization include depreciation on property and equipment of $43,100,000 in 2001, $28,028,000 in 2000 and $23,412,000 in 1999, of which $36,242,000, $23,358,000 and $19,996,000, respectively, relate to direct operating expenses and $6,858,000, $4,670,000 and $3,416,000, respectively, relate to selling, general and administrative expenses.

Intangible Assets

        Intangible assets consist of amounts by which the cost of acquisitions exceeded the fair values assigned to net tangible assets. The intangible assets primarily represent broadcasting licenses, affiliation agreements, acquisition costs and goodwill. In 2001, acquisition costs and substantially all other intangible assets were amortized using the straight-line method over 20 to 40 years.

F-8

        Intangible assets and accumulated amortization consist of the following as of December 31, 2001 and 2000:

	2001			2000
	(In thousands)
Broadcast licenses	$	1,205,391		$	286,949
Affiliation agreements		427,041			427,041
Goodwill and other intangible assets		237,520			95,442
		1,869,952			809,432
Accumulated amortization		(337,857	)		(296,888	)
	$	1,532,095		$	512,544

        On June 30, 2001, the Financial Accounting Standards Board issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting and eliminates the pooling method of accounting. SFAS No. 141 will not have an impact on the Company's business since the Company has historically accounted for all business combinations using the purchase method of accounting. With the adoption of SFAS No. 142, goodwill and other intangibles with an indefinite life, such as broadcast licenses, associated with acquisitions consummated prior to June 30, 2001 will not be amortized after December 31, 2001 and those related to acquisitions after June 30, 2001 will never be amortized. However, goodwill and other intangibles will be subject to at least an annual assessment for impairment and more frequently if circumstances indicate a possible impairment exists. The Company is in the process of evaluating the effect of SFAS No. 142 as it relates to assessing impairment of its intangible assets and does not expect any impairment losses at adoption. In addition, under SFAS No. 142, an acquired intangible asset should be separately recognized if the benefit of the intangible is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged. Intangible assets with measurable lives will be amortized over their respective useful lives.

        The adoption of SFAS No. 142 will result in a substantial reduction of intangible amortization expense for the Company in 2002 since broadcast licenses, affiliation agreements and goodwill will no longer be amortized. In 2001, the Company's amortization of goodwill and other intangibles was approximately $41,000,000; however, since most of the Company's intangible amortization is non-deductible for tax purposes, the Company only realized a $5,000,000 tax benefit. In 2002, the Company's expected intangible amortization expense will be approximately $1,000,000, primarily related to favorable tower leases acquired. Below is the unaudited, pro-forma effect this accounting change would have had on reported

F-9

income before extraordinary loss, net income and earnings-per-share amounts had SFAS No. 142 had been in effect:

	2001			2000			1999
	(Dollars in thousands, except for share and per-share data)
Reported income before extraordinary items available to common stockholders	$	54,647		$	116,405		$	83,004
Reduction of intangible amortization		36,125			34,750			34,938
Elimination of equity method goodwill amortization		397			(521	)		—
		36,522			34,229			34,938
Adjusted income before extraordinary items available to common stockholders		91,169			150,634			117,942
Extraordinary loss on extinguishment of debt		(2,306	)		—			(2,611	)
Adjusted net income available to common stockholders	$	88,863		$	150,634		$	115,331
Basic Earnings Per Share
Reported income before extraordinary items per share available to common stockholders	$	0.26		$	0.57		$	0.43
Reduction of intangible amortization		0.18			0.17			0.18
Elimination of equity method goodwill amortization		—			—			—
		0.18			0.17			0.18
Adjusted income before extraordinary items per share available to common stockholders		0.44			0.74			0.61
Extraordinary loss on extinguishment of debt		(0.01	)		—			(0.01	)
Adjusted net income per share available to common stockholders	$	0.43		$	0.74		$	0.60
Weighted average common shares outstanding		208,110,727			204,893,438			192,971,418
Diluted Earnings Per Share
Reported income before extraordinary items per share available to common stockholders	$	0.23		$	0.49		$	0.35
Reduction of intangible amortization		0.15			0.15			0.15
Elimination of equity method goodwill amortization		—			—			—
		0.15			0.15			0.15
Adjusted income before extraordinary items per share available to common stockholders		0.38			0.64			0.50
Extraordinary loss on extinguishment of debt		(0.01	)		—			(0.01	)
Adjusted net income per share available to common stockholders	$	0.37		$	0.64		$	0.49
Weighted average common shares outstanding		239,817,378			238,963,587			236,236,626

F-10

        Subsequent to acquisitions, the Company continually evaluates whether later events and circumstances have occurred which indicate that the remaining estimated useful life of intangible assets may warrant revision or that the remaining balance of such assets may not be recoverable. The Company has evaluated its intangible asset balances at December 31, 2001 and has determined that these assets have not been impaired.

Deferred Financing Costs

        Deferred financing costs are amortized over the life of the related debt using the straight-line method.

Program Rights for Television Broadcast

        Costs incurred in connection with the production of or purchase of rights to programs to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered non-current. Program costs are charged to operating expense as the programs are broadcast.

Accounts Payable and Accrued Liabilities

        Accounts payable and accrued liabilities consist of the following as of December 31, 2001 and 2000:

	2001		2000
	(In thousands)
Trade accounts payable and accruals	$	70,635	$	58,905
Severance and legal		15,573		7,313
Galavisión cable launch support		3,774		6,046
Purchase accounting liabilities		14,553		1,568
Research liabilities		940		1,478
Accrued compensation		7,570		22,470
Other		6,976		8,638
	$	120,021	$	106,418

Revenue Recognition

        Net revenues comprise gross revenues from the Company's broadcast, cable, internet and music businesses, including subscriber fees, a network service fee payable to the Company by the affiliated stations, less agency commissions and compensation costs paid to certain affiliated stations. The Company's gross revenues are recognized when advertising spots are aired for its broadcast and cable businesses and when served for its Internet business. Univision Music Group gross revenues are recognized based on product shipments to distributors less an allowance for returns. Substantially all of the Company's net revenues are derived from the advertising revenues of its broadcast and cable businesses. No one advertiser represented more than 5% of gross advertising revenues of the Company in 2001, 2000 or 1999.

F-11

Income Taxes

        Income taxes are recognized during the year in which transactions enter into the determination of financial statement income. Deferred taxes are provided for temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws (see Note 9).

Accounting for Derivative Instruments and Hedging Activities

        In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." In June 2000, the Financial Accounting Standards Board issued SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities," which amended SFAS No. 133. These Statements establish accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or a liability measured at its fair value. The Statements require that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement and requires that a company formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The Company was required to adopt these standards in the first quarter of 2001.

        The Company has evaluated the requirements of these statements and believes that it currently has no derivative instruments or hedging activities under the guidelines of SFAS Nos. 133 and 138.

Common Stock Split

        The Company's Board of Directors approved a two-for-one stock split for all common stockholders of record as of July 28, 2000. The common stock split became effective in the form of a stock dividend payable on August 11, 2000. Each stockholder received one new share of common stock for each outstanding share of the Company's common stock held as of the record date. All references to the number of shares and to per-share data included in the consolidated financial statements and footnotes have been adjusted to reflect the stock split on a retroactive basis.

Accounting for Retirement Obligations

        SFAS No. 143 addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for fiscal years beginning after June 15, 2002. The Company is currently assessing the impact of this new standard.

F-12

3. Related Party Transactions

Program License Agreements

        The Company has entered into a number of agreements with both Grupo Televisa, S.A. and its affiliates ("Televisa") and Corporacion Venezolana de Television, C.A. (VENEVISION) and its affiliates ("Venevision"). The Company has Program License Agreements with both Televisa and Venevision with a royalty fee of 15% of Combined Net Time Sales (time sales from broadcasting, including trade, television subscription and barter revenues, less advertising commissions, certain special event revenues, music license fees, outside affiliate compensation, time sales relating to advertising sold to Televisa and provided to Venevision and taxes other than withholding taxes) of Univision Network, UTG and Galavisión until the termination of the agreements on December 2017. The Company paid Televisa and Venevision aggregate net royalties of approximately $125,926,000 in 2001, $127,394,000 in 2000 and $101,395,000 in 1999. In December 2001, the Program License Agreement was amended and restated. Under terms of the expanded programming agreement, the Company will pay Televisa an additional royalty fee of 3% on incremental Combined Net Time Sales of Univision Network, UTG and Galavisión over and above 2001 amounts, as well as a 12% royalty fee on TeleFutura Net Time Sales (calculated in a manner similar to Combined Net Time Sales), subject to certain adjustments. TeleFutura's royalty fee for 2002 will be zero. In 2003, the minimum royalty fee will be $5,000,000, increasing by $2,500,000 per year thereafter, subject to a maximum annual minimum royalty fee of $12,500,000, resulting in a minimum royalty fee of $7,500,000 in 2004, $10,000,000 in 2005 and $12,500,000 for the years 2006 through 2017. Venevision will be paid up to 3% of additional royalty fees on incremental Combined Net Time Sales over a 2001 base amount on Univision Network, UTG and Galavisión over a base amount for 2001 if Venevision programs contribute 30% or more of Univision Network's and Galavisión's ratings. In addition, Venevision will receive royalty fees based on the ratings delivered by the Venevision programs broadcast on TeleFutura. The obligations of their respective affiliates have been guaranteed by, in the case of Televisa, Grupo Televisa, S.A. and in the case of Venevision, Corporacion Venezolana de Television, C.A. (VENEVISION). Under the Program License Agreement, the Company has the exclusive right to air in the United States all Spanish-language programming (with certain limited exceptions) produced by or for Televisa and Venevision.

        Additionally, pursuant to the Amended and Restated Program License Agreements, Televisa and Venevision have the right to use, without charge, advertising time that the Company does not sell to advertisers or that the Company does not use. There are limitations on the ability of Televisa and Venevision to use such time for telemarketing products, and such time may be preempted to the extent sold to a paying advertiser. In addition, Venevision will receive $5,000,000 per year in free non-preemptable advertising and Televisa will purchase $5,000,000 of non-preemptable advertising per year for its own use. Further, the Company will purchase $5,000,000 per year in non-preemptable advertising from Televisa and will receive $5,000,000 per year in non-preemptable free advertising from Venevision. The Company will account for this arrangement as a net barter transaction, with no effect on revenues, expenses, EBITDA or net income on an annual basis. Each of Televisa and Venevision may also purchase for its own use non-preemptable time at the lowest spot rate for the applicable time period. Televisa purchased non-preemptable time from the Company, which resulted in advertising revenues of approximately $3,000,000 and $1,784,000 in 2000 and 1999, respectively. In 2001, the Company had no advertising revenues from Televisa and Venevision. The Company did not purchase any advertising from Televisa or Venevision in 2001, 2000 and 1999.

F-13

        The Company reached an agreement with Televisa and Venevision on the right to license their programs in Puerto Rico commencing in 2002. Before May 2005, the Company will have a right of first refusal on their programs (subject, in the case of Televisa, to a preexisting commitment) and will pay a program performance fee based on the ratings delivered by the licensed programs. The Company will pay Televisa and Venevision an annual minimum license fee for certain programs in the aggregate of $2,400,000 subject to reductions due to program cancellation. After 2005, if the Company has exercised its option to acquire certain stations and networks in Puerto Rico, the Company's rights will be exclusive in a manner similar to the overall Program License Agreements, and will pay Televisa 12% of Puerto Rico net time sales (calculated in a manner similar to Combined Net Time Sales) and Venevision the greater of 6% of Puerto Rico net time sales and the amount that a program performance fee based on ratings of Venevision programs would produce (but not more than 12% of Puerto Rico net time sales) on programs licensed by it.

International Program Rights Agreement

        The Company granted Televisa and Venevision certain rights to exploit various programming produced by the Company or its subsidiaries for use on Univision Network and Galavisión on a royalty-free basis. These rights cover all countries outside of the U.S. for programs produced before our initial public offering or that replace such programs ("Grandfathered Programs") and cover Mexico and Venezuela for all other programs. For Grandfathered Programs, the rights described above will revert back to the Company from Televisa or Venevision when the applicable Program License Agreement terminates. For other programs, Televisa or Venevision's rights revert back to the Company when that entity owns less than 30% of the Company securities it owned on the date of our initial public offering (other than on account of a merger or similar transaction). The Company also granted Televisa and Venevision certain rights for Mexico and Venezuela, respectively, to license programs produced by the Company or its subsidiaries for use on TeleFutura or other networks we may own.

Participation Agreement

        Pursuant to a Participation Agreement, Mr. Perenchio, Televisa and Venevision, the principal stockholders of the Company, have also agreed that none of them will enter into certain transactions involving Spanish-language television broadcasting or a Spanish-language television network in the U.S. without first offering the Company the opportunity to acquire a 50% economic interest. The Participation Agreement provides that if the Company elects to participate in any of these transactions, the offeror party will have substantial control over management of such transaction.

Registration Rights Agreement

        The Company has a Registration Rights Agreement with Mr. Perenchio, Televisa and Venevision, pursuant to which the Company has agreed to file registration statements covering the Company's securities owned by them. As of March 1, 2002, Mr. Perenchio had the right to demand three registration statements, Venevision had the right to demand two and Televisa had the right to demand one. In addition, the Company gave these stockholders various piggyback registration rights. In general, the Company will pay all fees, costs and expenses of any such registration statements.

F-14

Reimbursement Arrangements

        The Company reimburses Chartwell Services, Inc. and Chartwell Services New York, Inc., affiliates of Mr. Perenchio (collectively, "Chartwell Services"), for office space used by the Company and related expenses and for compensation of certain Chartwell Services employees who devote time to the Company activities pursuant to agreements entered into between the Company and Chartwell Services. For 2001, the Company agreed to reimburse Chartwell Services approximately $529,000 for one-half of the salary, benefits and payroll taxes relating to the Company's Vice Chairman and Corporate Secretary, Robert Cahill, and the salary, benefits and payroll taxes of support staff. In addition, options for 25,000 shares each of Class A Common Stock were granted during 2001 to two Chartwell Services employees who devote time to the Company activities. For 2001, the Company agreed to reimburse Chartwell Services approximately $344,000 for office space, transportation and other administrative costs and approximately $46,000 for tickets and related expenses at various sporting events. Pursuant to the agreements between the Company and Chartwell Services, Chartwell Services will continue providing the services subject to such agreement through December 2002, subject to automatic one-year extensions.

        The Company and Mr. Perenchio entered into an agreement in March 2001 with respect to boxing promotion activities. Under that agreement, the activities were to be conducted by a subsidiary of the Company, any profits were to be divided 70% to Mr. Perenchio and 30% to the Company, and Mr. Perenchio agreed to indemnify the Company for any losses from such activities unless the Company exercised an option to acquire Mr. Perenchio's interest. During 2001, Mr. Perenchio reimbursed the expenses the Company incurred in the amount of $3,800,000 in respect of the boxing activity. Mr. Perenchio and the Company are no longer engaged in boxing promotion. Also during 2001, a production company owned by Mr. Perenchio used certain facilities and personnel of the Company in connection with program development pursuant to an understanding that any programs so developed would be offered to the Company at an arms-length negotiated price. Prior to year-end Mr. Perenchio reimbursed the Company for the actual cost of such usage in the amount of $6,900,000.

Pay Television Venture

        The Company agreed to form a 50/50 joint venture with Televisa to engage in the exploitation in the United States of Televisa's pay television channels (but excluding general entertainment channels and novelas). Televisa's existing channels include music video channels and movie channels. The venture will be jointly controlled by Televisa and the Company with each agreeing to fund $20,000,000 in the first three years of the venture.

Share Purchase Agreement

        In December 2001, the Company entered into a share purchase agreement with Televisa pursuant to which Televisa purchased 375,000 preferred shares in exchange for $375,000,000. The preferred shares automatically converted into 10,594,500 shares of the Company's Class A Common Stock upon expiration of the waiting period under the Hart-Scott-Rodino Act on February 25, 2002.

F-15

Amendments to Charter Documents; Warrants

        In December 2001, the Company, Televisa and Venevision agreed to certain amendments to the Company's charter documents, and the Company issued to both Televisa and Venevision warrants to purchase additional shares of the Company's Common Stock (see Note 12).

Fonovisa Music Group

        The Company agreed to acquire from Televisa the Fonovisa Music Group ("Fonovisa") for 6 million shares of the Company's Class A Common Stock and 100,000 warrants to purchase the Company's Class A Common Stock (having an exercise price of $38.261 per share). Fonovisa is comprised of four entities (one in the United States, two in Mexico and one in Costa Rica) and is considered to be one of the top record labels featuring Spanish-language music. The Company expects to merge Fonovisa into Univision Music Group, which includes a 50% ownership stake in Mexican-label Disa Records.

Univision Music Group

        In 2001, the Company formed a wholly-owned subsidiary Univision Music, Inc. Univision Music, Inc. owns 98% of Univision Music LLC, 1% is owned by the Company and 1% is owned by Diara, Inc ("Diara"). Diara's ownership escalates to 20% by the end of year 5. Diara's President and sole stockholder is Jose Behar. In 2006, Diara has a put right and Univision Music, Inc. has a call right which would require Univision Music, Inc. to purchase all of Diara's interest in Univision Music LLC. The purchase price will be equal to 20% of ten times the average of Univision Music LLC's year four and year five earnings before interest, taxes, depreciation and amortization. The parties can elect not to exercise the put or call right and continue to maintain the same ownership structure for an additional five years. If this happens the purchase price will be equal to 20% of ten times the average of Univision Music LLC's year six and year seven earnings before interest, taxes, depreciation and amortization. The Company is in the process of amending the arrangement with Jose Behar as a result of the acquisition of Fonovisa. Also, the Company extended a loan of $3,500,000 to Mr. Behar in April 2001, which bears interest of 5% on $2,500,000 and is payable in equal installments plus interest on each fiscal anniversary over the five year contract. The remaining $1,000,000 bears interest at 5% and is payable in April 2006.

F-16

4. Property and Equipment

        Property and equipment, and accumulated depreciation and amortization, consist of the following as of December 31, 2001 and 2000:

	2001			2000
	(In thousands)
Land and improvements	$	22,013		$	17,937
Building and improvements		179,482			54,777
Broadcast equipment		222,760			129,519
Transponder equipment		51,628			42,884
Other equipment		50,977			35,536
Construction in progress		61,284			69,667
		588,144			350,320
Accumulated depreciation and amortization		(142,661	)		(103,087	)
	$	445,483		$	247,233

5. Debt

        Long-term debt (excluding capital leases—see Note 6) consists of the following as of December 31, 2001 and 2000:

	2001			2000
	(In thousands)
Bank Term Facility	$	465,000		$	156,900
Revolving Credit Facility		25,000			180,000
Temporary Credit Facility		—			100,000
Senior Notes payable		495,509			—
Junior Subordinated Notes payable, including accrued interest		87,070			77,389
		1,072,579			514,289
Current portion		(87,070	)		(216,000	)
Long-term debt	$	985,509		$	298,289

        On July 18, 2001, the Company entered into a new five-year credit agreement with a syndicate of commercial lenders from whom the Company received commitments of $1.22 billion. The new credit agreement consists of a $720,000,000 term loan (the "Term Facility") and a $500,000,000 revolving credit facility (the "Revolving Credit Facility"). Each of the credit facilities will mature on July 18, 2006.

        Loans made under the new revolving credit facility and term loan will bear interest determined by reference to LIBOR or a base rate equal to the higher of the prime rate of Chase Manhattan Bank or 0.50% per annum over the federal funds rate. The interest rate margins for the first six months after the closing of the initial borrowing under the facilities for the revolving credit facility and term loans will be 0.25% above the base rate or 1.25% above LIBOR. Thereafter, depending on the rating assigned by rating agencies to our senior unsecured debt, the LIBOR interest rate margin will range from 0.75% to 1.5% per

F-17

annum and the base rate margin will range from 0% to 0.50% per annum. Interest will generally be payable quarterly.

        The new credit agreement contains customary covenants, including restrictions on liens and dividends, and financial covenants relating to interest coverage and maximum leverage. Under the new credit agreement, the Company will also be limited in the amount of other debt we can incur and in our ability to engage in mergers, sell assets and make material changes to our program license agreements with Televisa or Venevision in a manner the lenders determine is materially adverse to the Company.

        On July 18, 2001, the Company also issued 7.85% Senior Notes due 2011 (the "Notes"), which have a face value of $500,000,000 and bear simple interest at 7.85%, to qualified institutional buyers. The Company received net proceeds of $495,370,000 from the issuance of the Notes, which along with cash from operations was used to repay the remaining bank facility balances. At December 31, 2001, the discount on the Senior Notes was $4,491,000. The Company will pay interest on the Notes on January 15 and July 15 of each year. The Notes are the Company's senior unsecured obligations, are equal in right of payment with all of the Company's existing and future senior unsecured indebtedness, are senior in right of payment to any of the Company's future subordinated indebtedness and are fully and unconditionally guaranteed by all of the Company's guarantors, who are described below. The Company has the option to redeem all or a portion of the Notes at any time at the redemption prices set forth in the note agreement. The indenture does not contain any provisions that would require us to repurchase or redeem or otherwise modify the terms of the Notes upon a change of control. The indenture does not limit our ability to incur indebtedness or require the maintenance of financial ratios or specified levels of net worth or liquidity.

        The subsidiaries that are guaranteeing the Company's obligations under the new revolving credit facility and term loan are also guaranteeing the Notes. Initially, the subsidiary guarantors under the new credit facilities are all of our domestic subsidiaries other than certain immaterial subsidiaries and, until final payment of the purchase price for the additional stations to be acquired from USA Broadcasting, the special purpose subsidiary that was created to acquire those stations. The guarantees of the obligations under the revolving credit facility, term loan and the Notes will be released if our senior unsecured debt is rated BBB or better by Standard & Poor's Rating Services and Baa2 or better by Moody's Investor Service, Inc. The guarantees of such subsidiary will be reinstated if such ratings fall below BBB- by Standard & Poor's or Baa3 by Moody's. The Company's senior unsecured debt is currently rated BB+ by Standard & Poor's Rating Services and Baa3 by Moody's Investor Service, Inc.

        The Junior Subordinated Notes have a face value of $7,306,000 and $50,020,000 and bear simple interest at 7%. The Junior Subordinated Notes are unsecured; all interest and principal is due on December 17, 2002. The Junior Subordinated Notes were discounted at an effective rate of approximately 12.5%. During 1999, the Company purchased, at a premium, $14,074,000 face amount of the Junior Subordinated Notes (see Note 11). The discounts on the Junior Subordinated Notes with a face value of $57,326,000 at December 31, 2001 and 2000, are $6,536,000 and $12,205,000, respectively. The discounts, which are shown as a reduction of the related debt, are being amortized under the effective interest method over the term of the Junior Subordinated Notes. The maturity value of the Junior Subordinated Notes at December 31, 2001 and 2000, are $93,606,000 and $89,594,000, respectively.

F-18

        Long-term debt (excluding capital leases—see Note 6) matures as follows:

	Amount
	(In thousands)
Year ending December 31:
2002	$	87,070
2006		490,000
Thereafter		495,509
Total	$	1,072,579

        The Company estimates that the fair value of the bank debt, the Junior Subordinated Notes and the Senior Notes at December 31, 2001, approximates book value.

        Interest expense, net, reflected in the accompanying consolidated statements of income, comprises the following for the years ended December 31:

	2001			2000			1999
	(In thousands)
Bank facility	$	25,296		$	18,784		$	16,261
Junior Subordinated Notes		9,682			8,604			8,020
Senior Notes		14,614			—			—
Capital leases (see Note 6)		4,335			3,342			3,283
Other—net		(464	)		(633	)		(105	)
	$	53,463		$	30,097		$	27,459

F-19

6. Commitments

        The Company is obligated under long-term operating leases expiring at various dates through 2024 for office, studio, automobile, tower and transponder rentals. The Company is also obligated under long-term capital lease obligations through 2021. The following is a schedule by year of future annual rentals under operating and capital leases as of December 31, 2001:

	Operating Leases		Capital Leases
	(In thousands)
Year ending December 31:
2002	$	18,223	$	12,264
2003		15,745		12,264
2004		15,384		12,012
2005		14,305		10,620
2006		13,117		9,016
Thereafter		63,284		107,963
Total minimum lease payments	$	140,058		164,139
Interest				(74,845	)
Total present value of minimum lease payments				89,294
Current portion				(4,960	)
Capital lease obligation, less current portion			$	84,334

        Rent expense totaled $24,661,000 in 2001, $16,332,000 in 2000 and $11,952,000 in 1999.

        In February 2002, the Company entered a new five-year contract with Nielsen Media Research ("Nielsen"), expiring in December 2006, to provide television audience measurement services for Univision Network and TeleFutura Network. The aggregate payment for Univision Network and TeleFutura Network is approximately $51,700,000, payable over five years in increasing installments through December 31, 2006. The Company also entered into a five-year contract with Nielsen for TTG O&Os for approximately $14,200,000, payable over five years in increasing installments through January 31, 2007. UTG O&Os have various Nielsen contracts extending through October 2003 with aggregate payments of approximately $32,600,000. At December 31, 2001, the aggregate payments remaining under these contracts are approximately $14,730,000, with most of UTG O&Os' contracts expiring in October 2003.

        In January 2001, Univision Network entered into a program license agreement with Coral International Television Corp. (the exclusive distributing agent for Radio Caracas Television) to acquire approximately 780 hours of new novelas per year and approximately 800 hours of existing novelas through January 2011. The aggregate payment under the contract is approximately $85,250,000, payable over ten years in increasing installments, with an aggregate payment remaining under the contract of approximately $78,760,000 at December 31, 2001.

        In June 2001, Univision Network entered into a program license agreement with RCN to acquire approximately 300 hours of new novelas per year and approximately 50 hours of existing novelas through June 2007. The aggregate payment under the contract is approximately $41,440,000 payable over five years,

F-20

in increasing installments, with an aggregate payment remaining under the contract of approximately $38,450,000 at December 31, 2001.

        In 2001, the Company entered into several program license agreements to acquire 935 movies. The agreements commence in January 2002 and expire on different dates through December 2006. The aggregate payments under the agreements are approximately $12,688,000 during 2002, $12,688,000 during 2003, $12,688,000 during 2004, $2,256,000 during 2005 and $1,755,000 during 2006 for a total of $42,075,000.

        In January 2002, as a result of its acquisition of the USA Broadcasting stations; the Company acquired English-language programming contracts and recorded a liability of approximately $24,600,000 that will be payable through February 2009. The Company is trying to sub-license or arrange a buyout of this programming to reduce its liability.

        In April 2001, the Company launched a music publishing and recording division, Univision Music Group. In June 2001, Univision Music Group acquired a 50% interest in Disa Records. The Company has a call right and the Chavez family has a put right starting in June 2006, that will require the Company to purchase the remaining 50% interest for $75,000,000, subject to certain upward adjustments. Disa Records is a Mexico-based music recording and publishing company with a large complement on Latin artists.

        On July 18, 2000, the FCC released a Public Notice giving official notification that the Company was the winning bidder at $18,798,000 for a construction permit for a new television station assigned to Blanco Texas. On August 1, 2000, the Company made its required 20% down payment of $3,759,600 while awaiting final approval by the FCC. The details and costs regarding the construction of the new station are still in the planning phase.

        On August 9, 2000, the Company acquired the Spanish-language broadcast rights in the U.S. to the 2002 and 2006 FIFA World Cup soccer games and other 2000-2006 FIFA events. A series of payments totaling $150,000,000 is due over the term of the agreement. In addition to these payments, and consistent with past coverage of the World Cup games, the Company will be responsible for all costs associated with advertising, promotion and broadcast of the World Cup games, as well as the production of certain television programming related to the World Cup games. The costs for the 2002 World Cup games will be approximately $55,000,000. The funds for these payments are expected to come from income from operations and/or borrowings from the Company's bank facilities.

        As of December 31, 2001, the Company is committed to pay minimum annual base compensation approximating $7,150,000, pursuant to two major talent contracts through December 31, 2002. These payments do not include amounts payable upon the attainment of certain annual revenue levels or upon the performance of other contractual provisions.

        On December 7, 2000, the Company announced that it would acquire 13 full-power television stations, minority interests in four additional full-power television stations and Station Works, the master control operating system, from USA Broadcasting for $1.1 billion in cash. On June 12, 2001, the Company acquired the first three stations and the Station Works facility, together with the minority ownership interests in the four additional stations for $294,069,000 in cash, excluding legal and consulting fees. On August 21, 2001, the Company acquired the remaining ten USA Broadcasting stations through the issuance of notes aggregating approximately $808,000,000. The Company made a payment under the notes of

F-21

approximately $216,000,000 in September 2001 and made the remaining payment of approximately $592,000,000, with funds from its existing credit facility and the proceeds from the issuance of Preferred Stock (see Note 12) in January 2002.

        Effective February 1, 2002, the Company entered into a time brokerage agreement with Raycom Media, Inc. ("Raycom") to manage its two stations in Puerto Rico. Under the agreement, the Company will program WLII-TV 11 in San Juan and WSUR-TV 9 in Ponce, collectively branded as "Teleonce" on behalf of Raycom. The new programming under the agreement will also be telecast through WORA-TV 5 in Mayaguez, the long-term western affiliate to Teleonce. The management fee to the Company will be approximately $500,000 per year. In addition, the Company entered into an option agreement that expires on December 31, 2004 to acquire these stations for $190,000,000. The purchase price will be reduced if certain earnings targets are met during the period prior to the expiration of the option agreement.

7. Employee Benefits

        The Company has a 401(k) retirement savings plan (the "401(k) Plan") covering all eligible employees who have completed one year of service. The 401(k) Plan allows the employees to defer a portion of their annual compensation, and the Company may match a portion of the employees' contributions. For the years ended December 31, 2001, 2000 and 1999, the Company made matching cash contributions to the 401(k) Plan totaling $5,563,000, $4,944,000 and $4,101,000, respectively. The Company matched 100% of the first 6% of eligible compensation that employees contributed to the 401(k) Plan for 1999 through 2001. Effective January 1, 2002, the Company will match 100% of the first 3% of eligible employee compensation.

8. Contingencies

        There are various legal actions and other claims pending against the Company incidental to its business and operations. In the opinion of management, the resolution of these matters will not have a material effect on the consolidated financial position or results of operations.

        The Company maintains insurance coverage for various risks, where deemed appropriate by management, at rates and on terms which management considers reasonable. The Company self-insures certain portions of its employee health benefits as well as the deductible portion of certain insurance coverage for various risks, including those associated with windstorm and earthquake damage. The Company has recorded estimated liabilities for these uninsured portions of risks. In management's opinion, the potential exposure in future periods, if uninsured losses in excess of amounts provided were to be incurred, would not be material to the consolidated financial position or results of operations.

F-22

9. Income Taxes

        The Company files a consolidated federal income tax return. The income tax provision for the years ended December 31, 2001, 2000 and 1999 comprised the following charges:

		2001		2000		1999
		(In thousands)
Current:
	Federal	$	43,249	$	90,143	$	70,592
	State		6,796		14,680		12,138
Deferred:
	Federal		11,079		2,801		5,937
	State		1,741		457		2,869
Total		$	62,865	$	108,081	$	91,536

        The Company accounts for income taxes under the liability method pursuant to SFAS No. 109 "Accounting for Income Taxes." Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2001 and 2000 are as follows:

		2001			2000
		(In thousands)
Deferred tax assets:
	Accrued severance and litigation	$	2,800		$	4,500
	Equity loss in unconsolidated subsidiaries		9,300			1,400
	Accrued vacation		2,300			1,800
	Deferred compensation		2,300			2,300
	Allowance for doubtful accounts		4,700			2,800
	Accrued facility-related costs		1,600			1,800
	Capital loss carryforward		3,000			—
	Operating loss carryforward		1,400			3,500
	Other assets, net		2,043			2,782
Total deferred tax assets			29,443			20,882
Deferred tax liabilities:
	Property and equipment, net		14,300			11,900
	Intangible assets, net		20,800			1,200
Total deferred tax liabilities			35,100			13,100
Total net deferred tax assets (liabilities)		$	(5,657	)	$	7,782

        At December 31, 2001, the Company has net operating loss carryforwards of $3,900,000 that expire in 2004 and 2005, resulting from the 1992 acquisitions. The tax benefit relating to the recognition of these items was applied to reduce goodwill related to the acquisitions. The Company also has a capital loss carryforward of $7,500,000 relating to the dissolution of the Ask Jeeves en Español Joint Venture.

F-23

        As a result of various acquisitions, the Company recorded goodwill representing the consideration given in excess of the net assets related to the transactions. Some of the amortization of this goodwill is not deductible for tax purposes, and, in accordance with SFAS No. 109, no deferred tax liability was accrued. Consequently, through 2001, the Company's effective tax rate provided was greater than the statutory rate. The non-deductible intangible amortization permanent difference was $31,194,000 and $30,763,000 for the years ended December 31, 2001 and 2000, respectively. Commencing in 2002, with the adoption of SFAS No. 142, goodwill and other intangibles will no longer be subject to amortization for book purposes. As a result, the majority of the above permanent difference will be eliminated and the future statutory tax rate will be closer to the effective tax rate.

        For the years ended December 31, 2001 and 2000, a reconciliation of the federal statutory tax rate to the Company's effective tax rate is as follows:

		2001		2000		1999
Federal statutory tax rate		35.0	%	35.0	%	35.0	%
State and local income taxes, net of federal tax benefit		5.5		5.7		5.7
Junior Subordinated Notes		1.2		0.6		1.4
Goodwill amortization		10.9		6.2		8.2
Sale of Albuquerque station		—		—		1.3
Other		0.9		0.5		0.7
	Total effective tax rate	53.5	%	48.0	%	52.3	%

10. Earnings Per Share

        The Company is required to calculate basic earnings per share, which is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders is computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations and also net income. The Company is also required to compute diluted earnings per share, which is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back the convertible preferred stock dividends. The following is the reconciliation of the numerator and the denominator of the basic and diluted earnings-per-share

F-24

computations for income before extraordinary loss on extinguishment of debt as required by SFAS No. 128 "Earnings Per Share":

		For the Year Ended 2001							For the Year Ended 2000
		Income (Numerator)			Shares (Denominator)		Per-share Amount		Income (Numerator)			Shares (Denominator)		Per-share Amount
		(In thousands, except share and per-share data)
Income before extraordinary items		$	54,717						$	116,923
Less preferred stock dividends			(70	)						(518	)
Basic Earnings Per Share
	Income before extraordinary items per share available to common stockholders		54,647		208,110,727		$	0.26		116,405		204,893,438		$	0.57
Effect of Dilutive Securities
	Warrants		—		27,415,506					—		27,420,662
	Options		—		3,974,462	(a)				—		5,594,038	(c)
	Convertible preferred stock		70		316,683	(b)				518		1,055,449	(d)
Diluted Earnings Per Share
	Income before extraordinary items per share available to common stockholders	$	54,717		239,817,378		$	0.23	$	116,923		238,963,587		$	0.49

		For the Year Ended 1999
		Income (Numerator)			Shares (Denominator)		Per-share Amount
Income before extraordinary items		$	83,544
Less preferred stock dividends			(540	)
Basic Earnings Per Share
	Income before extraordinary items per share available to common stockholders		83,004		192,971,418		$	0.43
Effect of Dilutive Securities
	Warrants		—		36,802,880
	Options		—		5,360,990
	Convertible preferred stock		540		1,101,338	(d)
Diluted Earnings Per Share
	Income before extraordinary items per share available to common stockholders	$	83,544		236,236,626		$	0.35

(a)

Total options of 6,745,500 shares granted in December 1999 and 2001 were excluded as common stock equivalents, since the average market price of the Class A Common Stock during 2001 was lower than the exercise price of the options and the inclusion of the potential shares would be antidilutive.

F-25

10. Earnings Per Share (Continued)

(b)

At December 31, 2001, there are 375,000 shares issued and outstanding of redeemable convertible preferred stock with a conversion rate of 28.252 to Class A Common Stock.

(c)

Options of 3,198,000 shares granted in December 1999 were excluded as common stock equivalents, since the average market price of the Class A Common Stock during 2000 was lower than the exercise price of the options and the inclusion of the potential shares would be antidilutive.

(d)

The redeemable convertible 6% preferred stock was issued on March 20, 1997, as part of the acquisition of the Sacramento full-power station. The 12,000 shares issued and outstanding at December 31, 1997, had a liquidation preference of $1,000 per share (plus accrued and unpaid dividends). The preferred stock was convertible into Class A Common Stock at the option of the holder until the fourth anniversary of the closing of the acquisition at a conversion price of $8.171875. In 2001, the total remaining redeemable convertible 6% preferred stock shares were redeemed and converted into Class A Common Stock.

11. Early Extinguishment of Debt

        In 2001, the Company's extraordinary loss on extinguishment of debt of $2,306,000 is due to the write-off of deferred financing cost related to its terminated credit facilities.

        In 1999, the Company purchased, at a premium, $14,074,000 face amount of its Junior Subordinated Notes, resulting in an extraordinary loss of $2,611,000, including a related income tax provision of $246,000. The tax provision was due to an extraordinary tax gain resulting from a higher permanent discounted note basis for tax versus book purposes.

12. Common Stock, Preferred Stock and Warrants

        The Company's common stock consists of Class A, Class P, Class T and Class V shares. The Class A shares are listed on the New York Stock Exchange and are primarily held by non-affiliates. The Class P, T, and V shares are held by affiliates and are not traded. All classes of common stock have substantially the same rights, with the exception of Class P shares, which have ten votes per share on all matters on which shareholders are entitled to vote, and Class T and V which each have the right to elect one member of the Company's board of directors.

        The Company had 10,000,000 shares of preferred stock, $.01 par value, authorized at December 31, 2001, and 2000. The Company had 6,000 shares of redeemable convertible 6% preferred stock, $.01 par value, issued and outstanding at December 31, 2000 and accrued preferred stock dividends of $60,000. In 2001, the 6,000 redeemable convertible 6% preferred stock shares were redeemed and converted into a total of 734,224 shares of Class A Common Stock, resulting in an increase to common stock of approximately $8,000 and to paid-in-capital of $5,993,000.

        On December 19, 2001, the Company, Televisa and Venevision reached a multi-faceted global alliance. Under this comprehensive agreement, Univision Network, TeleFutura Network and Galavisión will now have exclusive U.S. broadcast rights to Televisa and Venevision programming (with certain limited exception), the most popular Spanish-language programming in the world, through 2017. As part of the agreements, Televisa made an equity investment in the Company of $375,000,000 and received Class B Preferred Stock that automatically converted, on February 25, 2002, into 10,594,500 shares, based on an

F-26

arms-length negotiated 6% discount, of the Company's Class A Common Stock upon expiration of the waiting period under the Hart-Scott-Rodino Act. The parties also agreed to amend the Company's charter documents to eliminate or modify certain governance rights held by the directors elected by Televisa and Venevision and to eliminate the right of holders of the Company's Class T Common Stock and Class V Common Stock to elect additional directors upon a change in federal law increasing the percentage that non-U.S. citizens may own in companies that own television stations. In connection with the changes to the Company's charter documents, the Company issued warrants to both Televisa and Venevision to purchase in the aggregate, in the case of Televisa, 9,000,000 warrants to acquire 6,274,864 additional shares of Class A Common Stock and 2,725,136 additional shares of Class T Stock and, in the case of Venevision, 2,800,000 warrants to acquire 74,864 additional shares of Class A Common Stock and 2,725,136 Class V Stock. The warrants were issued in exchange for the value of certain rights previously held by the holders of shares of Class T and Class V Stock. The exercise price for the warrants is $38.261 per share. At December 31, 2001, Televisa and Venevision owned a total of 9,002,000 and 30,237,700 warrants, respectively, which includes warrants issued in December 1992. The 1992 warrants are exercisable for Class T and Class V Common Stock at an exercise price of $0.0322 per share. In addition, the Company agreed to acquire Televisa's music recording company, Fonovisa Music Group ("Fonovisa"), North America's premier Latin music label, for 6 million shares of Class A Common Stock and warrants to purchase an additional 100,000 shares of Class A Common Stock at an exercise price of $38.261 per share.

        The Televisa and Venevision warrants cannot be exercised by either Televisa or Venevision (or by any other non-U.S. citizen) if such exercise would result in a violation of the foreign ownership restrictions of the Communications Act of 1934. Subject to certain restrictions, Televisa and Venevision may transfer such warrants. If Televisa and Venevision were to exercise their warrants (excluding the Fonovisa transaction described above), their ultimate ownership of the Company would be approximately 13% for Televisa and 19% for Venevision. Following the Fonovisa transaction the ownership of the Company would be approximately 15% for Televisa and 18% for Venevision.

13. Investments in Unconsolidated Subsidiaries

        Investments in unconsolidated subsidiaries consist of the following as of December 31, 2001 and 2000:

	2001		2000
	(In thousands)
Entravision Communications Corporation	$	341,590	$	361,279
Disa Records		95,720		—
Investment in minority interest stations		69,875		—
Equity Broacasting Corporation		28,592		—
Ask Jeeves en Español, Inc		—		39,360
Cocorojo L.L.C.		—		109
	$	535,777	$	400,748

        The Company's investments in unconsolidated subsidiaries are all accounted for under the equity method of accounting except for its investment in Equity Broadcasting Corporation ("Equity Broadcasting"), which is accounted for under the cost method of accounting since the Company owns primarily non-voting preferred stock.

F-27

        Entravision Communications Corporation ("Entravision") is the largest affiliate group of the Company. Entravision operates in 21 of the nation's top 50 Hispanic markets and owns 35 of the Company's affiliated stations. At December 31, 2001, the Company had an approximate 32% equity interest in Entravision and the Company's equity interest in Entravision's net book value approximates the carrying value of the Company's investment in Entravision. During 2001, the Company reported an Entravision equity loss from unconsolidated subsidiary of $19,754,000, which represents the Company's share of Entravision's net loss reported from December 1, 2000, through November 30, 2001. The Company recognizes its share of Entravision's net income or loss on a one-month lag.

        In the third quarter of 2001, the Company decided to dissolve its joint venture in Ask Jeeves en Español, Inc.; consequently, the Company's equity loss in unconsolidated subsidiaries/other amount for 2001 reported includes a charge of $15,919,000 or $9,472,000 net of tax. The original charge of $16,804,000 in the third quarter of 2001 was changed to reflect an additional collection of cash in the fourth quarter related to the investment. The Company will recover approximately $25,800,000 in cash, comprised of $19,400,000, received in 2001, as a return of capital and $6,400,000 related to a tax benefit from its original investment of approximately $40,000,000 in Ask Jeeves en Español, Inc.

        The Company also dissolved its investment in Cocorojo L.L.C. during 2001.

        In June 2001, the Company completed the acquisition of a 50% interest in Disa Records for approximately $75,000,000 in cash. In addition, the Company agreed to provide $5,000,000 per year of advertising to Disa Records for the five-year period July 1, 2001 to June 30, 2006. The remaining advertising to be provided, net of agency commissions, is recorded in the accompanying balance sheet as deferred advertising revenues current and long-term. This will be recognized as revenues when the advertisements are provided. Mexico-based Disa Records, S.A. de C.V. is the second largest independent Spanish-language record label in the world.

        In June 2001, the Company purchased for $26,000,000 an approximate 20% non-voting preferred stock equity interest in Equity Broadcasting, which is the ninth-largest broadcasting corporation in the United States with more than 40 full-power and 60 low-power television stations. In addition, in September 2001, the Company purchased an additional 4.9% of Equity Broadcasting's Class A common stock for approximately $2,500,000. This investment is accounted for under the cost method.

        In 2001, the Company acquired a minority-interest in the San Francisco, Denver, St. Louis and Washington D.C. stations that were part of the USA Broadcasting acquisition for $78,727,000. In August 2001, the Company acquired the majority interest in the Washington, D.C. station for $59,000,000 through a bankruptcy court proceeding. In January 2002, the Company purchased the remaining interest in the San Francisco station for $41,000,000.

14. Business Acquisitions

        On December 7, 2000, the Company announced that it would acquire 13 full-power television stations, minority interests in four additional full-power television stations in San Francisco, Washington, Denver and St. Louis and Station Works, the master control operating system, from USA Broadcasting for $1.1 billion in cash. On June 12, 2001, the Company acquired the first three stations and the Station Works facility, together with the minority ownership interests in the four additional stations for $294,069,000 in cash, excluding legal and consulting fees. On August 21, 2001, the Company acquired the remaining ten

F-28

USA Broadcasting stations through the issuance of notes aggregating approximately $808,000,000. The Company made a payment under the notes of approximately $216,000,000 in September 2001 and made the remaining payment of approximately $592,000,000 in January 2002. The cost for the full-power stations and Station Works was $1,021,271,000 and for the minority interest stations was $78,729,000. The Company has received an appraisal on the acquisition and the purchase price allocation is as follows:

	(In thousands)
Purchase price	$	1,021,271
Net assets acquired		(58,086	)
Acquisition costs		5,606
Excess purchase price		968,791
FCC licenses		(835,993	)
Other intangible assets		(131,150	)
Tower space lease		(1,648	)
		—

        In August 2001, the Company acquired the majority interest in the Washington, D.C. station, in which it had acquired a minority interest from USA Broadcasting, for an additional $59,000,000 through a bankruptcy court proceeding. In January 2002, the Company purchased the remaining interest in the San Francisco station for approximately $41,000,000. The Company currently has a minority interest in the Denver and St. Louis stations.

        On September 28, 2001, the Company loaned Equity Broadcasting approximately $20,000,000, which created an interest-bearing note receivable due to the Company from Equity Broadcasting. In December 2001, the Company acquired two full-power and four low-power television stations from Equity Broadcasting, and the entire note receivable plus interest was applied to the purchase price.

15. 1996 Performance Award Plan

        In 1996, the Company adopted a 1996 Performance Award Plan (the "Plan") that reserves shares of Class A Common Stock for issuance to Company officers, key employees and other eligible persons as determined by the Board of Directors or Plan Committee (as appointed by the Board). The Company has adopted the disclosure-only provisions of SFAS No. 123 "Accounting for Stock-Based Compensation." Accordingly, no compensation cost has been recognized for the Plan. Had compensation cost for the Plan been determined based on the fair value at the grant date for awards in 2001, 2000 and 1999 consistent

F-29

with the provisions of SFAS No. 123, the Company's net income and earnings per share available to common stockholders would have been reduced to the pro forma amounts indicated below:

	Basic Earnings Per Share						Diluted Earnings Per Share
	2001		2000		1999		2001		2000		1999
	(In thousands, except per-share data)
Net income available to common stockholders—as reported	$	52,341	$	116,405	$	80,393	$	52,411	$	116,923	$	80,933
Net income available to common stockholders—pro forma		17,977		88,924		65,921		18,047		89,442		66,461
Earnings per share available to common stockholders—as reported		0.25		0.57		0.42		0.22		0.49		0.34
Earnings per share available to common stockholders—pro forma		0.09		0.43		0.34		0.08		0.37		0.28

        The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2001, 2000 and 1999, respectively: dividend yield of 0%, expected volatility of 45.385%, 41.584% and 36.385%, risk-free interest rate of 4.38%, 5.58% and 6.05% and expected life of six, six and five years.

        The Plan was amended and restated as of February 16, 2000, primarily to increase the maximum number of shares of Class A Common Stock that may be granted from 22,000,000 to 37,200,000. The maximum number of shares that may be granted to any individual during any calendar year is 2,000,000. The maximum number of shares that may be granted during any calendar year is 5,500,000 unless the Committee gives its unanimous consent. The Plan provides that shares granted come from the Company's authorized but unissued Class A Common Stock and any shares of the Company's Class A Common Stock held as treasury shares. Grants may be in the form of either nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance share awards, stock bonuses or cash bonus awards.

        The price of the options granted pursuant to the Plan may not be less than 100% of the fair market value of the shares on the date of grant (110% in the case of an incentive stock option granted to any person owning more than 10% of the Company's total combined voting power). No award will be exercisable after ten years from the date granted. Unless approved by the Committee, no award may vest at a rate greater than 25% per year, other than in the case of awards granted in lieu of cash bonuses, which may vest at the rate of 50% per year.

F-30

        Information regarding the Plan for 2001, 2000 and 1999 is as follows:

		2001		2000		1999
Number of shares under stock options:
	Outstanding at beginning of year	18,292,020		17,150,536		16,151,668
	Granted	3,872,200		3,602,700		3,307,000
	Exercised	(2,663,200	)	(2,431,716	)	(2,235,132	)
	Canceled	(36,500	)	(29,500	)	(73,000	)
	Outstanding at end of year	19,464,520		18,292,020		17,150,536
	Available for grant at end of year	9,474,100		13,309,800		1,683,000
	Exercisable at end of year	10,572,570		9,400,070		8,314,200
Weighted average exercise price:
	Granted	$35.34		$36.28		$43.28
	Exercised	$10.45		$10.48		$7.37
	Canceled	$29.82		$31.12		$16.31
	Outstanding at end of year	$27.09		$22.93		$18.38
	Exercisable at end of year	$20.59		$15.01		$10.19
	Weighted average fair value of options granted during the period	$17.49		$17.86		$18.03

F-31

		Options Outstanding
Range of Exercise Prices		Number Outstanding at December 31, 2001	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$	5.75—$10.00	2,265,700	4.7 Years	$	5.76
$	10.01—$20.00	6,481,420	6.4 Years	$	16.38
$	20.01—$30.00	2,000	7.4 Years	$	27.28
$	30.01—$40.00	7,195,400	9.3 Years	$	35.36
$	40.01—$50.00	3,467,000	8.0 Years	$	43.49
$	50.01—$56.63	53,000	8.3 Years	$	53.38
		19,464,520

		Options Exercisable
Range of Exercise Prices		Number Exercisable at December 31, 2001	Weighted Average Exercise Price
$	5.75—$10.00	2,265,700	$	5.76
$	10.01—$20.00	5,501,420	$	16.49
$	20.01—$30.00	1,000	$	27.28
$	30.01—$40.00	1,088,000	$	35.67
$	40.01—$50.00	1,702,950	$	43.66
$	50.01—$56.63	13,500	$	53.33
		10,572,570

        During the year ended December 31, 2001, 2,663,200 options were exercised for 2,663,200 shares of Class A Common Stock, resulting in increases to common stock of $26,632 and to paid-in-capital of $59,667,000, which included a tax benefit of $31,777,000 associated with the transactions.

F-32

16. Business Segments

        The Company's principal business segment is broadcasting, which includes the operations of the Company's Univision Network, TeleFutura Network, Galavisión and owned-and-operated stations. Beginning in the third quarter of 1999, the Company began allocating resources to Univision Online, which launched its Internet portal during the third quarter of 2000. In April 2001, the Company also launched Univision Music Group, its music publishing and recording division. The Company manages its broadcast, Internet and music businesses separately based on the fundamental differences in their operations. Presented below is segment information pertaining to the Company's broadcasting, music and Internet businesses.

	Twelve Months Ended December 31, 2001
	Broadcasting		Internet			Music			Total
	(In thousands)
Net revenues	$	871,993	$	6,207		$	9,670		$	887,870
Direct operating expenses		325,691		24,248			5,822			355,761
Selling, general and administrative expenses		208,517		17,465			5,628			231,610
Depreciation and amortization		78,215		5,830			24			84,069
Operating income (loss)	$	259,570	$	(41,336	)	$	(1,804	)	$	216,430
Capital expenditures	$	122,715	$	7,117		$	356		$	130,188
Total assets	$	3,041,434	$	18,406		$	103,704		$	3,163,544

	Twelve Months Ended December 31, 2000
	Broadcasting		Internet			Total
	(In thousands)
Net revenues	$	862,931	$	528		$	863,459
Direct operating expenses		297,678		14,703			312,381
Selling, general and administrative expenses		205,593		17,430			223,023
Depreciation and amortization		64,528		2,237			66,765
Operating income (loss)	$	295,132	$	(33,842	)	$	261,290
Capital expenditures	$	52,599	$	12,070		$	64,669
Total assets	$	1,431,825	$	16,480		$	1,448,305

F-33

17. Quarterly Financial Information (unaudited)

		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Total Year
		(In thousands, except share and per-share data)
2001
Net revenues		$	194,865	$	237,524	$	221,694	$	233,787	$	887,870
Income before extraordinary loss			6,007		28,903		8,890		10,917		54,717
Net income			6,007		28,573		6,914		10,917		52,411
Net income available to common stockholders			5,937		28,573		6,914		10,917		52,341
Earnings Per Share Available to Common Stockholders
Basic Earnings Per Share
	Income before extraordinary loss	$	0.03	$	0.14	$	0.04	$	0.05	$	0.26
	Net income		0.03		0.14		0.03		0.05		0.25
Diluted Earnings Per Share
	Income before extraordinary loss	$	0.03	$	0.12	$	0.04	$	0.05	$	0.23
	Net income		0.03		0.12		0.03		0.05		0.22
2000
Net revenues		$	181,543	$	231,073	$	211,989	$	238,854	$	863,459
Net income			20,802		33,488		27,620		35,013		116,923
Net income available to common stockholders			20,667		33,353		27,485		34,900		116,405
Earnings Per Share Available to Common Stockholders
Basic Earnings Per Share
	Income before extraordinary loss	$	0.10	$	0.16	$	0.13	$	0.17	$	0.57
	Net income		0.10		0.16		0.13		0.17		0.57
Diluted Earnings Per Share
	Income before extraordinary loss	$	0.09	$	0.14	$	0.12	$	0.15	$	0.49
	Net income		0.09		0.14		0.12		0.15		0.49

18. Subsequent Events

        On October 11, 2001, the Company entered into an asset purchase agreement to acquire stations in Killeen and El Paso, Texas from White Knight Broadcasting for approximately $30,000,000. Concurrently, the Company assigned its right to acquire the El Paso station to Entravision for approximately $18,000,000. In January 2002, the Company acquired the Killeen station for $12,000,000 and Entravision acquired the El Paso station.

        At December 31, 2001, the Company had a minority interest of $69,875,000 in the San Francisco, Denver and St. Louis stations, which were part of the USA Broadcasting acquisition. In January 2002, the Company purchased the remaining interest in the San Francisco station for approximately $41,000,000.

F-34

        In connection with the acquisition of the USA Broadcasting stations, the Company made its final payment of approximately $592,000,000, with funds from its existing credit facility and the proceeds from the issuance of preferred stock (see Note 12) in January 2002.

        Effective February 1, 2002, the Company entered into a time brokerage agreement with Raycom Media, Inc. ("Raycom") to manage its two stations in Puerto Rico. Under the agreement, the Company will program WLII-TV 11 in San Juan and WSUR-TV 9 in Ponce, collectively branded as "Teleonce" on behalf of Raycom. The new programming under the agreement will also be telecast through WORA-TV 5 in Mayaguez, the long-term western affiliate to Teleonce. The management fee to the Company will be approximately $500,000 per year. In addition, the Company entered into an option agreement that expires on December 31, 2004 to acquire these stations for $190,000,000. The purchase price will be reduced if certain earnings targets are met during the period prior to the expiration of the option agreement.

F-35

INDEPENDENT AUDITOR'S REPORT

         To the Board of Directors and Stockholders
Entravision Communications Corporation
Santa Monica, California

        We have audited the accompanying consolidated balance sheets of Entravision Communications Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Entravision Communications Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

/s/ MCGLADREY & PULLEN, LLP

Pasadena, California
February 8, 2002

F-36

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

				December 31,
				2001			2000
ASSETS
Current assets
	Cash and cash equivalents			$	19,013		$	69,224
	Receivables:
		Trade, net of allowance for doubtful accounts of 2001 $4,851; 2000 $5,966 (including amounts due from Univision of 2001 $599; 2000 $0)			44,143			38,274
	Prepaid expenses and other current assets (including amounts from related parties of 2001 $1,189; 2000 $273)				6,308			3,311
	Deferred taxes				4,487			11,244
			Total current assets		73,951			122,053
Property and equipment, net					181,135			169,289
Intangible assets, net					1,268,351			1,255,386
Other assets, including amounts due from related parties of 2001 $322; 2000 $562 and deposits on acquisitions of 2001 $431; 2000 $2,689					12,080			13,765
				$	1,535,517		$	1,560,493
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities
	Current maturities of long-term debt			$	3,341		$	2,452
	Advances payable, related parties				118			201
	Accounts payable and accrued expenses (including related parties of 2001 $1,699; 2000 $711 which includes amounts due to Univision 2001 $1,145; 2000 $362)				25,210			30,274
			Total current liabilities		28,669			32,927
Notes payable, less current maturities					249,428			252,495
Other long-term liabilities					2,313			6,672
Deferred taxes					176,992			132,419
			Total liabilities		457,402			424,513
Commitments and Contingencies
Series A mandatorily redeemable convertible preferred stock, $0.0001 par value, 11,000,000 shares authorized; shares issued and outstanding 2001 and 2000 5,865,102 (liquidation value 2001 $100,970; 2000 $93,060)					90,720			80,603
Stockholders' equity
	Preferred stock, $0.0001 par value, 39,000,000 shares authorized, none issued and outstanding				—			—
	Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2001 66,147,794; 2000 65,626,063				7			7
	Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2001 and 2000 27,678,533				3			3
	Class C common stock, $0.0001 par value, 25,000,000 shares authorized; shares issued and outstanding 2001 and 2000 21,983,392				2			2
	Additional paid-in capital				1,097,617			1,092,865
	Deferred compensation				(3,175	)		(5,745	)
	Accumulated deficit				(107,059	)		(31,147	)
					987,395			1,055,985
	Less stock subscription notes receivable				—			(608	)
	Treasury stock, Class A common stock, $.0001 par value 2001, 3,684 shares; 2000 none				—			—
			Total stockholders' equity		987,395			1,055,377
				$	1,535,517		$	1,560,493

See Notes to Consolidated Financial Statements

F-37

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share, per share and per L.L.C. membership unit data)

			Years Ended Decemjber 31,
			2001			2000			1999
Net revenue (including amounts from Univision of $1,519, $4,338 and $2,748)			$	208,908		$	154,021		$	58,999
Expenses:
	Direct operating expenses (including related parties national representation fees of $5,555, $4,145 and $3,149; which includes amounts to Univision of $5,001, $4,145 and $3,149)			100,347			60,987			24,441
	Selling, general and administrative expenses (excluding non-cash stock-based compensation of $3,243, $5,822 and $29,143)			42,485			36,600			11,611
	Corporate expenses (including related parties of $210, $527 and $522)			15,636			12,741			5,809
	Non-cash stock-based compensation			3,243			5,822			29,143
	Depreciation and amortization			120,017			69,238			15,982
				281,728			185,388			86,986
		Operating loss		(72,820	)		(31,367	)		(27,987	)
Interest expense (including amounts to Univision of $0, $3,645 and $701)				(22,265	)		(29,834	)		(9,690	)
Non-cash interest expense relating to related-party beneficial conversion options				—			(39,677	)		(2,500	)
Gain on sale of media properties				4,977			—			—
Interest income				1,287			5,918			99
		Loss before income taxes		(88,821	)		(94,960	)		(40,078	)
Income tax benefit				22,999			2,934			121
Net loss before equity in earnings of nonconsolidated affiliates				(65,822	)		(92,026	)		(39,957	)
Equity in net income (loss) of nonconsolidated affiliates				27			(214	)		—
		Net loss		(65,795	)		(92,240	)		(39,957	)
Accretion of preferred stock redemption value				10,117			2,449
Net loss applicable to common stock			$	(75,912	)	$	(94,689	)
Loss per share, basic and diluted			$	(0.66	)	$	(0.27	)
Weighted average common shares outstanding, basic and diluted				115,223,005			115,287,988
Pro forma:
		Provision for income tax benefit					5,904			2,499
		Net loss				$	(86,336	)	$	(37,579	)
	Per share data:
		Net loss per share, basic and diluted				$	(1.34	)	$	(1.16	)
		Weighted average common shares outstanding, basic and diluted					66,451,637			32,402,378
Loss per L.L.C. membership unit						$	(31.04	)	$	(19.12	)

See Notes to Consolidated Financial Statements

F-38

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF
MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY

Year ended December 31, 1999 and for the period from January 1, 2000 through August 2, 2000

(In thousands, except share and L.L.C. membership unit data)

	Entravision Communications Company, L.L.C.			Common Stock of Member Corporations			Additional Paid-in Capital of Member Corporations			Deferred Compensation			Accumulated Deficit			Notes Receivable Stockholder and Members			Total
Balance, December 31, 1998	$	14,064		$	1,256		$	16,329		$	—		$	(6,217	)	$	(561	)	$	24,871
Increase in conversion option on subordinated note agreement relating to acquisition of business		13,915			—			—			—			—			—			13,915
Estimated value of subordinated note conversion option		2,500			—			—			—			—			—			2,500
Conversion of 813 Class A membership units into 813 Class E and F membership units		—			—			—			—			—			—			—
Interest earned on notes and subscriptions receivable from member		23			—			—			—			—			—			23
Increase in notes and subscriptions receivable from member		—			—			—			—			—			(23	)		(23	)
Compensation expense attributable to employee equity awar		29,143			—			—			—			—			—			29,143
Repurchase of 250 shares of Telecorpus, Inc. common stock		—			—			—			—			(61	)		—			(61	)
Net loss		—			—			—			—			(39,957	)		—			(39,957	)
Distributions and dividends to members and stockholders		—			—			—			—			(2,400	)		—			(2,400	)
Balance, December 31, 1999		59,645			1,256			16,329			—			(48,635	)		(584	)		28,011
Interest earned on notes and subscriptions receivable		14			—			—			—			—			(14	)		—
Estimated value of Univision subordinated note conversion option		—			—			31,600			—			—			—			31,600
Estimated value of subordinated note conversion option		—			—			19,537			—			—			—			19,537
Restricted employee equity awards of 33,923 Class D L.L.C. units		6,920			—			—			(6,920	)		—			—			—
Amortization of deferred compensation		—			—			—			392			—			—			392
Unrestricted employee equity awards of 16,050 Class D L.L.C. units		3,852			—			—			—			—			—			3,852
Net loss for the period through August 2, 2000		—			—			—			—			(63,542	)		—			(63,542	)
Reclassification of accumulated deficit		(44,711	)		—			(67,466	)		—			112,177			—			—
To give effect to reorganization		(25,720	)		(1,256	)		—			6,528			—			598			(19,850	)
Balance, August 2, 2000	$	—		$	—		$	—		$	—		$	—		$	—		$	—

See Notes to Consolidated Financial Statements.

F-39

ENTRAVISION COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY
For the period from August 2, 2000 through December 31, 2001
(In thousands, except share data)

		Mandatorily Redeemable Preferred Stock			Number of Common Shares
										Common Stock															Subscrip- tion Notes Receivable
									Treasury Stock							Additional Paid-in Capital			Deferred Compen- sation			Accumu- lated Deficit
		Shares	Amount		Class A		Class B	Class C		Class A		Class B		Class C														Total
Balance, August 2, 2000		—	$	—	—		—	—	—	$	—	$	—	$	—	$	—		$	—		$	—		$	—		$	—
	Adjustments to give effect to reorganization	—		—	5,538,175		27,678,533	—	—		1		3		—		26,972			(6,528	)		—			(598	)		19,850
	Interest earned on subscriptions receivable	—		—	—		—	—	—		—		—		—		10			—			—			(10	)		—
	Issuance of common stock in initial public offering, including exchange of Univision note payable for 21,983,392 Class C common shares, and net of $52,217 issuance costs	—		—	52,900,000		—	21,983,392	—		5		—		2		933,967			—			—			—			933,974
	Issuance of common stock and exchange of stock options in connection with the acquisition of Z-Spanish Media	—		—	7,187,888		—	—	—		1		—		—		131,825			(817	)		—			—			131,009
	Issuance of preferred stock upon conversion of subordinated note	5,865,102		78,154	—		—	—	—		—		—		—		—			—			—			—			—
	Accretion of redemption value on preferred stock	—		2,449	—		—	—	—		—		—		—		—			—			(2,449	)		—			(2,449	)
	Amortization of deferred compensation	—		—	—		—	—	—		—		—		—		—			1,600			—			—			1,600
	Stock options granted to non-employees	—		—	—		—	—	—		—		—		—		91			—			—			—			91
	Net loss for the period from August 2, 2000 through December 31, 2000	—		—	—		—	—	—		—		—		—		—			—			(28,698	)		—			(28,698	)
Balance, December 31, 2000		5,865,102		80,603	65,626,063		27,678,533	21,983,392	—		7		3		2		1,092,865			(5,745	)		(31,147	)		(608	)		1,055,377
	Interest earned on subscriptions receivable	—		—	—		—	—	—		—		—		—		25			—			—			(25	)		—
	Issuance of common stock upon exercise of stock options	—		—	521,731		—	—	—		—		—		—		4,048			—			—			—			4,048
	Accretion of redemption value on preferred stock	—		10,117	—		—	—	—		—		—		—		—			—			(10,117	)		—			(10,117	)
	Amortization of deferred compensation	—		—	—		—	—	—		—		—		—		—			2,518			—			—			2,518
	Stock options granted to non-employees	—		—	—		—	—	—		—		—		—		731			—			—			—			731
	Treasury stock repurchase	—		—	(3,684	)	—	—	3,684		—		—		—		(52	)		52			—			—			—
	Reclassification of subscriptions receivable to current assets	—		—	—		—	—	—		—		—		—		—			—			—			633			633
	Net loss for the year ended December 31, 2001	—		—	—		—	—	—		—		—		—		—			—			(65,795	)		—			(65,795	)
Balance, December 31, 2001		5,865,102	$	90,720	66,144,110		27,678,533	21,983,392	3,684	$	7	$	3	$	2	$	1,097,617		$	(3,175	)	$	(107,059	)	$	—		$	987,395

See Notes to Consolidated Financial Statements.

F-40

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

					Years Ended December 31,
					2001			2000			1999
Cash Flows from Operating Activities
	Net loss				$	(65,795	)	$	(92,240	)	$	(39,957	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Depreciation and amortization				120,017			69,238			15,723
		Deferred tax expense (benefit)				(23,749	)		(4,126	)		406
		Amortization of debt issue costs				1,318			2,522			258
		Amortization of syndication contracts				1,090			257			—
		Intrinsic value of subordinated note conversion option				—			39,677			2,500
		Net (income) loss in equity method investees				(27	)		214			—
		Non-cash stock-based compensation				3,243			5,899			29,143
		(Gain) loss on disposal of media properties and other assets				(4,977	)		(43	)		100
		Changes in assets and liabilities, net of effect of business combinations:
			(Increase) in accounts receivable			(6,620	)		(10,813	)		(3,249	)
			(Increase) in prepaid expenses and other assets			(4,208	)		(229	)		(87	)
			Increase (decrease) in accounts payable, accrued expenses and other			(8,294	)		252			1,291
				Net cash provided by operating activities		11,998			10,608			6,128
Cash Flows from Investing Activities
	Purchases of property and equipment					(28,680	)		(22,848	)		(12,825	)
	Proceeds from disposal of media properties and other assets					10,086			11,043			116
	Cash deposits and purchase price on acquisitions					(45,139	)		(990,495	)		(46,354	)
				Net cash (used in) investing activities		(63,733	)		(1,002,300	)		(59,063	)
Cash Flows from Financing Activities
	Proceeds from issuance of common stock					4,048			813,974			—
	Principal payments on notes payable					(2,524	)		(334,925	)		(352	)
	Proceeds from borrowings on notes payable					—			592,367			54,913
	Dividends paid to members for income taxes					—			—			(2,400	)
	Purchase and retirement of common stock					—			—			(530	)
	Payments of deferred debt costs					—			(12,857	)		—
				Net cash provided by financing activities		1,524			1,058,559			51,631
				Net increase (decrease) in cash and cash equivalents		(50,211	)		66,867			(1,304	)
Cash and Cash Equivalents
	Beginning					69,224			2,357			3,661
	Ending				$	19,013		$	69,224		$	2,357
Supplemental Disclosures of Cash Flow Information
	Cash payments for:
		Interest			$	17,563		$	23,266		$	10,542
		Income taxes			$	750		$	895		$	96
Supplemental Disclosures of Non-Cash Investing and Financing Activities
	Conversion of notes payable into preferred stock and Class C common shares				$	—		$	198,539		$	—
	Property and equipment acquired under capital lease obligations and included in accounts payable				$	261		$	827		$	—
	Issuance of note payable in connection with redemption of common stock of member corporations				$	—		$	—		$	30
Assets Acquired and Debt and Equity Issued in Business Combinations
	Current and other assets, net of cash acquired				$	165		$	25,771		$	86
	Property and equipment					3,685			128,342			4,477
	Intangible assets					57,526			1,164,047			67,533
	Current and other liabilities					—			(25,811	)		—
	Deferred taxes					(3,029	)		(123,311	)		(2,112	)
	Notes payable					—			(40,004	)		(12,000	)
	Increase in subordinated note conversion option					—			—			(13,915	)
	Estimated fair value of properties exchanged					(11,172	)		—			—
	Estimated fair value allocated to purchase option agreement					—			(3,500	)		—
	Issuance of common stock and exchange of stock options					—			(131,009	)		—
	Less cash deposits from prior year					(2,476	)		(8,500	)		(5,533	)
				Net cash paid	$	44,699		$	986,025		$	38,536
	Exercise of options granted in business combinations				$	1,036		$	—		$	—

See Notes to Consolidated Financial Statements

F-41

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS, REORGANIZATION AND SIGNIFICANT
ACCOUNTING POLICIES

Nature of business

        Entravision Communications Corporation (together with its subsidiaries, hereinafter, individually and collectively, "ECC" or the "Company") is a diversified Spanish-language media company utilizing a combination of television, radio, outdoor and publishing operations to reach Hispanic consumers in the United States of America. The Company operates 40 television stations in 25 markets located primarily in the Southwestern United States of America, consisting primarily of Univision Communications Inc. ("Univision") affiliated stations. Radio operations consist of a Spanish-language radio network, which provides programming to substantially all of the Company's 53 operational radio stations, 38 FM and 15 AM, in 23 markets located primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas. The Company's outdoor operations consist of approximately 11,200 billboards located in Los Angeles and New York. Publishing operations consist of a newspaper publication in New York.

        Pursuant to Univision network affiliation agreements, Univision acts as the Company's exclusive sales representative for the sale of all national advertising aired on Univision television stations. Proceeds of national sales are remitted to the Company by Univision, net of an agency commission and a network representation fee. The Univision primary network affiliation agreements expire through December 2021.

Initial Public Offering and Reorganization

        On August 2, 2000, the Company completed an underwritten initial public offering (the "IPO") of 46,435,458 shares of its Class A common stock at a price of $16.50 per share. The Company also sold 6,464,542 shares of its Class A common stock directly to Univision at a price of $15.47 per share. The net proceeds to the Company, after deducting underwriting discounts and commissions, and offering expenses, were approximately $814 million.

        Effective August 2, 2000, an exchange transaction ("Exchange Transaction") was consummated whereby the direct and indirect membership interests in Entravision Communications Company, L.L.C. ("ECC LLC") were exchanged for Class A or Class B common stock of ECC. The Class B common stock was issued to Walter F. Ulloa, Philip C. Wilkinson and Paul A. Zevnik (and certain trusts and related entities of such individuals) in exchange for their direct and indirect membership interests in ECC LLC. The remaining individual members and stockholders (other than Messrs. Ulloa, Wilkinson and Zevnik) of the Cabrillo Broadcasting Corporation, Golden Hills Broadcasting Corporation, Las Tres Palmas Corporation, Tierra Alta Broadcasting, Inc., KSMS, Inc., Valley Channel 48, Inc., and Telecorpus, Inc. (collectively, the "Affiliates") exchanged their LLC membership units and common shares of the respective corporations for Class A common stock of ECC. Accordingly, the Affiliates became wholly owned subsidiaries of ECC, and ECC LLC became a wholly owned subsidiary of the Affiliates. The number of shares of common stock of ECC issued to the members of ECC LLC and the stockholders of the Affiliates was determined in such a manner that the ownership interests in ECC equaled the direct and indirect ownership interests in ECC LLC immediately prior to the exchange. Prior to the Exchange Transaction, ECC LLC and its Affiliates were considered to be under common control and, as such, the Exchange Transaction was accounted for in a manner similar to a pooling of interests.

        ECC LLC membership units were exchanged into Class A or Class B shares of common stock of the Company at an exchange ratio of 17 shares of common stock per membership unit. As a result, for all periods prior to the Exchange Transaction, ECC LLC membership units have been reflected as shares of ECC common stock in these notes to consolidated financial statements.

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        Additionally, effective with the Exchange Transaction, Univision exchanged its $120 million subordinated note (see Note 5) into 21,983,392 shares of ECC Class C common stock.

        The financial statements presented for the years ended December 31, 1999 and for the period from January 1, 2000 through August 2, 2000 are those combined statements of ECC LLC and the Affiliates prior to the Exchange Transaction.

Summary of significant accounting policies

Basis of consolidation

        The accompanying consolidated financial statements include the accounts of ECC and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Investment in nonconsolidated affiliates

        The Company accounts for its investment in its less than majority-owned investees using the equity method under which the Company's share of the net income (loss) is recognized in the Company's statement of operations. Condensed financial information is not provided as these operations are not considered to be significant.

Use of estimates

        The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

        The Company's operations are affected by numerous factors including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television, radio, outdoor and publishing advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company's operations. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future undiscounted cash flows, and the purchase price allocations used in the Company's business combinations.

Cash and cash equivalents

        For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Interest rate cap agreements

        Interest rate cap agreements are principally used by the Company in the management of interest rate exposure. The differential to be paid or received is accrued as interest rates change and is recorded in the statement of operations.

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Property and equipment

        Property and equipment are recorded at cost. Depreciation and amortization are provided using accelerated and straight-line methods over the following estimated useful lives:

	Years
Buildings and land improvements	39
Outdoor advertising displays	15
Transmission, studio and broadcast equipment	5-15
Office and computer equipment	3-7
Transportation equipment	5
Leasehold improvements	Lesser of the life of the lease or economic life of the asset

Intangible assets

        Intangible assets consisting of the following items are amortized on a straight-line method over the following estimated useful lives:

	Years
FCC licenses	15
Television network affiliation agreements	15
Goodwill	15
Time brokerage agreements	15
Customer base	15
Radio network	15
Other	1-15

        Deferred debt costs related to the Company's credit facility are amortized using a method, which approximates the effective interest method over the life of the related indebtedness. Favorable leasehold interests are amortized over the term of the underlying lease. Presold advertising contracts are amortized over the term of the underlying contracts.

Impairment of long-lived assets

        The Company reviews its long-lived assets and intangibles related to those assets periodically and upon the occurrence of events or changes in circumstances that indicate that the recoverability of the carrying value of an asset should be assessed. Management determines potential impairment by comparing the carrying value of the long-lived assets and identified goodwill with the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future net undiscounted cash flows be less than the carrying value, the Company may be required to recognize an impairment loss at that date. An impairment loss would be the amount, if any, by which the carrying value exceeds the fair value of the long-lived assets and identified goodwill.

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        Goodwill not identified with specific assets or groups of assets is evaluated to determine whether events or circumstances warrant a write-down or revised estimates of useful lives. The Company determines potential impairment by comparing the carrying value of reportable segments or independently managed business components with the estimated future net undiscounted cash flows expected to result from the use of the respective assets, including cash flows from disposition. Should the sum of the expected future net undiscounted cash flows be less than the carrying value, the Company may be required to recognize an impairment loss at that date.

        Impairment losses, if any, are measured by comparing the amount by which the carrying value exceeds the fair value (estimated using discounted future cash flows) of the segment or business component.

        Management has determined that no impairment of long-lived assets, intangibles or goodwill currently exists. In making this determination, the assumptions about future cash flows on the assets under evaluation are critical. Some stations evaluated had limited cash flow in 2001 due to planned conversion of format or station power. The assumptions about cash flows after conversion reflect management's estimates of how these stations are expected to perform based on similar stations and markets and possible proceeds from the sale of the assets. If these expected increases or sale proceeds are not realized, future impairment losses may be recorded.

Concentrations of credit risk

        The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company from time to time may have bank deposits in excess of the FDIC insurance limits. As of December 31, 2001, substantially all deposits are maintained in one financial institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

        The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade receivable credit risk exposure is limited. A valuation allowance is provided for known and anticipated credit losses. Estimated losses for bad debts are provided for in the financial statements through a charge to expense which aggregated $2.0 million, $2.2 million and $0.8 million for the years ended December 31, 2001, 2000 and 1999, respectively. During the year ended December 31, 2000 the Company's allowance for doubtful accounts was increased through business acquisitions in the amount of $6.3 million. The net charge off of bad debts aggregated $4.0 million, $3.5 million and $0.6 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Disclosures about fair value of financial instruments

        The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

        The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.

        The carrying amount of long-term debt approximates the fair value of the Company's long-term debt based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities with similar collateral requirements. Mandatorily redeemable convertible preferred stock is stated at redemption value less the unamortized discount. The

F-45

discount is accreted into the carrying value of the mandatorily redeemable preferred stock through the date at which the preferred stock is redeemable at the option of the holder with a charge to accumulated deficit using the effective-interest method. Due to the inherent uncertainties regarding the ability and ultimate timing of either the redemption or conversion of these preferred shares and the accretion method used, it is not practical for management to determine their fair value.

Income taxes

        Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Advertising costs

        Amounts incurred for advertising costs with third parties are expensed as incurred. Advertising expense totaled approximately $2.1 million, $2.5 million and $0.9 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Revenue recognition

        Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Network compensation from Univision's primary network is recognized ratably over the period of the agreement. Network compensation aggregated $0.6 million, $4.3 million and $2.7 million for the years ended December 31, 2001, 2000 and 1999, respectively. Revenue for outdoor advertising space is recognized ratably over the term of the contract, which is typically less than twelve months. Publishing advertising revenue is recognized when advertisements are published and circulation revenue is recognized based on the date of publication, net of provisions for related returns.

Local marketing and time brokerage agreements

        The Company operates certain stations under local marketing agreements and time brokerage agreements whereby the Company sells and retains all advertising revenue. The broadcast station licensee retains responsibility for ultimate control of the station in accordance with all FCC rules and regulations. The Company pays a fixed fee to the station owner, as well as all expenses of the station, and performs other functions. The financial results of the local marketing and time brokerage agreements operated stations are included in the Company's statement of operations from the date of commencement of the respective agreement.

Trade transactions

        The Company exchanges broadcast time for certain merchandise and services. Trade revenue and the related assets are recorded when spots air at the fair value of the goods or services received or time aired, whichever is more readily determinable. Trade expense and the related liability are recorded when the

F-46

goods or services are used or received. Trade revenue related to exchange transactions was approximately $9.2 million, $6.5 million and $1.3 million for the years ended December 31, 2001, 2000 and 1999, respectively. Trade costs for exchange transactions were approximately $7.4 million, $6.5 million and $1.3 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Stock-based compensation

        The Company accounts for stock-based employee compensation under the requirements of Accounting Principles Board (APB) Opinion No. 25, which does not require compensation to be recorded if the consideration to be received is at least equal to fair value of the common stock to be received at the measurement date.

        Nonemployee stock-based transactions are accounted for under the requirements of Statements of Financial Accounting Standards ("SFAS") 123, "Accounting for Stock-Based Compensation," which requires compensation to be recorded based on the fair value of the securities issued or the services received, whichever is more reliably measurable.

Earnings per share

        The following table sets forth the calculation of the Company's net loss per share for the period from August 2, 2000 (the date of the Company's reorganization) through December 31, 2000:

	(In thousands, except share and per share data)
Net loss	$	28,698
Accretion of preferred stock redemption value		2,449
Net loss attributable to common stock	$	31,147
Shares		115,287,988
Net loss per share, basic and diluted	$	0.27

        Basic earnings per share is computed as net loss less accretion of the discount on Series A mandatorily redeemable preferred stock divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and convertible securities.

        For the year ended December 31, 2001 and the period from August 2, 2000 through December 31, 2000, all dilutive securities have been excluded, as their inclusion would have had an antidilutive effect on earnings per share. As of December 31, 2001, the securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive is as follows: 5,595,311 stock options, 349,678 unvested stock grants subject to repurchase and 5,865,102 shares of Series A mandatorily redeemable convertible preferred stock.

F-47

Earnings per membership unit

        Basic earnings per membership unit is computed as net loss divided by the number of membership units outstanding as of the last day of each period. Diluted earnings per unit reflects the potential dilution that could occur from membership units through options and convertible securities.

        For the period from January 1, 2000 through August 2, 2000, the date of the Exchange Transaction, and for the year ended December 31, 1999 all dilutive securities have been excluded, as their inclusion would have had an antidilutive effect on earnings per membership unit.

        The following table sets forth the calculation of loss per membership unit:

	For the period from January 1, 2000 through August 2, 2000		Year Ended December 31, 1999
	(In thousands, except unit and per unit data)
Net loss	$	63,542	$	39,957
Less loss of member corporations		2,886		3,547
Net loss applicable to L.L.C. members	$	60,656	$	36,410
L.L.C. membership units outstanding		1,953,924		1,903,951
Loss per L.L.C. membership unit	$	31.04	$	19.12

Pro forma income tax adjustments and pro forma earnings per share

        The pro forma income tax information is included in these financial statements for all periods prior to the Exchange Transaction to show what the significant effects might have been on the historical statements of operations had the Company and its Affiliates not been treated as flow-through entities not subject to income taxes. The pro forma information reflects a benefit for income taxes at the assumed effective rate for the years ended December 31, 2000 and 1999.

        The weighted average number of shares of common stock outstanding during the years ended December 31, 2000 and 1999, used to compute pro forma basic and diluted net loss per share is based on the conversion ratio used to exchange ECC LLC membership units and member corporation shares for shares of ECC's common stock in the Exchange Transaction.

Comprehensive income

        For the years ended December 31, 2001, 2000 and 1999, the Company had no components of comprehensive income.

Reclassification

        Certain amounts in the prior year financial statements and related footnote disclosures were reclassified to conform to the current year presentation with no effect on net loss or stockholders' equity.

F-48

New pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 141, "Business Combinations" and SFAS 142, "Goodwill and Other Intangible Assets." The most significant changes made by SFAS No. 141 are: (i) requiring that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, and (ii) establishing specific criteria for the recognition of intangible assets separately from goodwill.

        SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets (i.e., post acquisition accounting) and is effective for the Company on January 1, 2002. The most significant changes made by SFAS No. 142 are (i) goodwill and indefinite-lived intangible assets will no longer be amortized; (ii) goodwill and indefinite-lived intangible assets will be tested for impairment at least annually; and (iii) the amortization of intangible assets with finite lives will no longer be limited to forty years. Management is in the process of determining the expected impact on earnings and existing goodwill and other intangibles upon adoption. As of December 31, 2001, the net book value of intangible assets, which management believes will meet the indefinite life criterion includes goodwill, FCC licenses, Univision network affiliation agreements and the Company's radio network, totaled approximately $1.2 billion. The amortization expense related to these assets for the year ended December 31, 2001 was approximately $87 million.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for the Company beginning January 1, 2003. Management does not expect that adoption of this standard will have a material impact on the Company's financial statements.

        In August 2001, the FASB issued SFAS No. 144, "Accounting For The Impairment or Disposal of Long-Lived Assets," which addresses accounting and financial reporting for the impairment or disposal of long-lived assets. This statement is effective for the Company as of January 1, 2002. Management does not expect that adoption of this standard will have a material effect on the Company's results of operations or financial position.

F-49

2. BUSINESS ACQUISITIONS AND DISPOSITIONS

Acquisitions

        During the years ended December 31, 2001, 2000 and 1999, the Company made the following acquisitions, some of which were asset acquisitions and did not constitute a business. All business acquisitions have been accounted for as purchase business combinations with the operations of the businesses included subsequent to their acquisition dates. The allocation of the respective purchase prices is generally based upon management's estimates of the discounted future cash flows to be generated from the media properties for intangible assets, and replacement cost for tangible assets, and as it relates to certain 2001 acquisitions, reflects management's preliminary allocation of purchase price. All business combinations completed on or before June 30, 2001 have been accounted for under APB No. 16. Business combinations entered into subsequent to June 30, 2001 have been accounted for in accordance with SFAS No. 141 and the applicable paragraphs of SFAS No. 142.

        During 2001, the Company acquired the license for radio station KXGM-FM in Dallas, Texas in exchange for approximately $19.2 million in cash and two of the Company's radio station licenses with a fair market value of approximately $11.2 million. This exchange transaction was accounted for at fair value with no gain or loss recognized. In a separate transaction, the Company acquired radio station KDVA-FM in Phoenix, Arizona for approximately $10.1 million.

        Additionally in separate transactions, the Company acquired television stations in Hagerstown, Maryland, Reno, Nevada, Carson City, Nevada and Melbourne, Florida for an aggregate purchase price of approximately $11.8 million. Additionally, the Company acquired a construction permit for a television station in Santa Barbara, California for approximately $4.8 million.

Latin Communications Group Inc.

        In April 2000, the Company acquired all of the outstanding capital stock of Latin Communications Group Inc. ("LCG") for approximately $256 million, plus the assumption of certain liabilities. LCG operated 17 radio stations located in California, Colorado, New Mexico and Washington D.C. and also owned and operated two Spanish-language publications. In connection with this acquisition, the Company issued a $90 million convertible subordinated note. The subordinated note contained two conversion rights, a voluntary option to the holder at any time after December 31, 2000 and the second automatically upon the effectiveness of the IPO and the Exchange Transaction. Effective with the Exchange Transaction, as discussed in Note 1, the subordinated note converted into 5,865,102 shares of Series A mandatorily redeemable convertible preferred stock of ECC.

        In connection with the $90 million convertible subordinated note, the Company recorded non-cash interest expense of approximately $8.1 million during the year ended December 31, 2000. Upon conversion, the carrying value of the note, net of the unamortized beneficial conversion discount of $11.4 million, was recorded as Series A mandatorily redeemable convertible preferred stock (see Note 11).

Z-Spanish Media Corporation

        In August 2000, the Company acquired all of the outstanding capital stock of Z-Spanish Media Corporation ("Z-Spanish Media"). Z-Spanish Media owned 33 radio stations and an outdoor billboard business. The purchase price, as amended, consisted of approximately $222 million in cash, 7,187,888 shares of newly-issued Class A common stock of the Company after the reorganization as discussed in Note 1, and the assumption of certain liabilities including approximately $110 million of outstanding debt

F-50

and $2.4 million in connection with the December 2000 settlement with Hispanic Broadcasting Corporation to satisfy a contract dispute in a proposed exchange of certain radio stations between the parties. Furthermore, to comply with a preliminary Department of Justice inquiry, seven of Z-Spanish Media's radio stations were transferred to a trust. The beneficiaries of the trust are the former stockholders of Z-Spanish Media. The net proceeds from the sale of these stations will be remitted to the former stockholders of Z-Spanish Media. As of December 31, 2001, two of the stations had not yet been sold.

        In connection with this acquisition, the Company issued approximately 1.5 million stock options to purchase its Class A common stock in exchange for Z-Spanish Media's previously outstanding stock options. In connection with these stock options, the Company also recorded as additional purchase price approximately $12.4 million for the excess of the estimated fair value over the intrinsic value of the unvested options. Additionally, during 2001 the Company recognized approximately $0.8 million as non-cash stock-based compensation with respect to the remaining unvested options.

        Additionally, as part of this business combination, the Company has adopted a plan to restructure its radio division. In accordance with this plan, management recorded approximately $1.4 million relating to employee termination and exit costs of the acquired business. These amounts were recorded as a purchase accounting adjustment, resulting in an increase in goodwill and have been included in accrued expenses in the accompanying consolidated balance sheet. Substantially all of the termination and exit costs have been paid by December 31, 2001.

        During 2001, the Company finalized its purchase price allocation in which approximately $176.4 million was assigned from goodwill to the radio network intangible asset. As a result, deferred tax liabilities increased approximately $70.6 million with a corresponding increase in goodwill.

Citicasters Co.

        In August 2000, the Company acquired the Federal Communications Commission ("FCC") licenses of radio stations KACD(FM) Santa Monica, California, and KBCD(FM) Newport Beach, California, from Citicasters Co., a subsidiary of Clear Channel Communications, Inc., for approximately $85 million in cash.

Radio Stations KFRQ(FM), KKPS(FM), KVPA(FM) and KVLY(FM)

        In September 2000, the Company acquired certain assets relating to the operations of radio stations KFRQ(FM), KKPS(FM), KVPA(FM) and KVLY(FM) from Sunburst Media, LP for $55 million in cash.

Infinity Broadcasting Corporation

        In October 2000, the Company acquired approximately 1,200 outdoor display faces located in New York from Infinity Broadcasting Corporation for a total of approximately $168 million in cash.

WUNI-TV

        In December 2000, the Company acquired certain assets of television station WUNI-TV in Boston, Massachusetts. The aggregate purchase price paid of $47.5 million consisted of $10 million in cash and a note payable in the amount of $37.5 million (see Note 5).

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Other

        Also during 2000, the Company acquired four additional television stations for an aggregate purchase price of $82.3 million and two radio stations for an aggregate purchase price of $14 million.

        During the year ended December 31, 1999, in several separate transactions, the Company acquired nine television stations for an aggregate purchase price of $69.4 million and four radio stations for an aggregate purchase price of $2.6 million. The excess of cost over the fair value of net assets acquired relating to these acquisitions aggregated $67.1 million.

        The following is a summary of the purchase price allocation for the 2001, 2000 and 1999 acquisitions:

	2001			2000			1999
	(In millions of dollars)
Current and other assets	$	0.2		$	25.8		$	0.1
Property and equipment		3.7			128.3			4.5
Intangible assets		57.5			1,164.0			67.5
Current and other liabilities		—			(25.8	)		—
Deferred taxes		(3.0	)		(123.3	)		(2.1	)
Notes payable		—			(40.0	)		(12.0	)
Increase in subordinated note conversion option		—			—			(13.9	)
Estimated fair value of properties exchanged		(11.2	)		—			—
Estimated fair value allocated to purchase option agreement		—			(3.5	)		—
Issuance of common stock and exchange of stock options		—			(131.0	)		—
Less cash deposits from prior year		(2.5	)		(8.5	)		(5.6	)
Net cash paid	$	44.7		$	986.0		$	38.5

Dispositions

        In November and December 2001, the Company sold three of its radio stations, KCAL-AM in Redlands, California, KSZZ-AM in San Bernardino, California and KHOT-AM in Madera, California for an aggregate amount of approximately $7.5 million. The gain on the sale of these radio stations was approximately $3.4 million.

        In June 2001, the Company sold two of its radio stations, KEWE-AM and KHHZ-FM in Oroville, California, for an aggregate amount of approximately $2.6 million. The gain on the sale of these radio stations was approximately $1.6 million.

        In August 2000, the Company sold certain outdoor advertising display faces and related assets located in Joliet, Illinois for $1 million in cash. In December 2000, the Company sold all of its assets relating to radio station WACA-AM in Wheaton, Maryland for $2.5 million in cash. No gain or loss was recognized as a result of these dispositions.

Transactions completed in 2002

        In January 2002, the Company acquired two television stations in El Paso, Texas and Corpus Christi, Texas for an aggregate purchase price of $18.3 million.

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Pending transaction

        The Company has also entered into an agreement to acquire a radio station in Denver, Colorado for $47.5 million. Management intends to close on this transaction upon receiving FCC approval, which it anticipates receiving during 2002.

Pro forma results (unaudited)

        The following pro forma results of continuing operations give effect to the Company's 2001, 2000 and 1999 acquisitions discussed above as if they had occurred on January 1, 2000, 1999 and 1998, respectively. The unaudited pro forma results have been prepared using the historical financial statements of the Company and each acquired entity, if considered a business. The unaudited pro forma results give effect to certain adjustments including amortization of goodwill, depreciation of property and equipment, interest expense and the related tax effects as if the Company had been a tax paying entity since January 1, 1999. Additionally, pro forma basic and diluted net loss per share has been calculated as if the reorganization had occurred as of January 1, 1999.

	December 31,
	2001			2000			1999
	(Unaudited)			(Unaudited)			(Unaudited)
	(In millions of dollars, except per share data)
Net revenue	$	208.9		$	200.8		$	159.0
Net loss		(76.2	)		(141.7	)		(133.7	)
Basic and diluted net loss per share	$	(0.66	)	$	(2.13	)	$	(2.21	)

        The above pro forma financial information does not purport to be indicative of the results of operations had the acquisitions actually taken place on the dates indicated above. Due to the Company's growth through acquisitions, the period to period comparison may not be meaningful and neither historical nor proforma financial information is intended to be a projection of future results or trends.

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3. PROPERTY AND EQUIPMENT

        Property and equipment at December 31 consists of:

	2001		2000
	(In millions of dollars)
Buildings	$	20.2	$	9.6
Construction in progress		7.6		13.2
Outdoor advertising displays		84.1		83.9
Leasehold improvements and land improvements		5.2		3.5
Transmission, studio and other broadcast equipment		75.2		59.6
Office and computer equipment		12.6		8.3
Transportation equipment		2.7		2.0
		207.6		180.1
Less accumulated depreciation and amortization		39.2		21.2
		168.4		158.9
Land		12.7		10.4
	$	181.1	$	169.3

4. INTANGIBLE ASSETS

        Intangible assets at December 31 consist of:

	2001		2000
	(In millions of dollars)
FCC licenses	$	668.6	$	647.5
Television network affiliation agreements		62.7		56.2
Goodwill		404.6		338.0
Time brokerage agreements		46.8		46.8
Customer base		45.6		22.1
Radio network		176.4		176.4
Other		52.5		40.3
		1,457.2		1,327.3
Less accumulated amortization		188.8		71.9
	$	1,268.4	$	1,255.4

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5. LONG-TERM DEBT AND NOTES PAYABLE

        Notes payable at December 31 are summarized as follows:

	2001		2000
	(In millions of dollars)
Credit facility	$	199.0	$	200.0
Note payable for station acquisition, due in annual principal installments of $7.5 million through January 2006. Interest is payable quarterly commencing January 2002. The note may be paid in cash or the Company's Class A common stock, at the sole discretion of the Company(A)		37.5		37.5
Time brokerage contract payable, due in annual installments of $1 million bearing interest at LIBOR (1.9% at December 31, 2001) through June 2011		10.0		11.0
Other		6.2		6.5
		252.7		255.0
Less reduction of long-term debt (A)		37.5		—
		215.2		255.0
Less current maturities		3.3		2.5
	$	211.9	$	252.5

(A)

The debt was paid in full in February 2002 with the issuance of 3,593,859 shares of the Company's Class A common stock and a cash payment of approximately $0.3 million.

Credit facility

        The Company has a credit facility in the amount of $600 million, of which $199 million and $200 million were outstanding at December 31, 2001 and 2000, respectively. The credit facility is secured by substantially all of the Company's assets as well as the pledge of the stock of several of the Company's subsidiaries, including the special purpose subsidiaries formed to hold our FCC licenses. The credit facility consists of a $250 million revolving facility and a $150 million Term A loan, both bearing interest at LIBOR (1.9% at December 31, 2001) plus a margin ranging from 0.875% to 2.75% based on the Company's leverage, and a $200 million Term B loan bearing interest at LIBOR plus 2.75%. The revolving facility expires on December 31, 2007. The Term A loan commitment expired on July 31, 2001. Upon expiration of the Term A loan commitment, the Company has a $150 million incremental loan facility with substantially the same terms, expiring on December 31, 2007. The Term B loan expires on December 31, 2008. The line-of-credit facility contains scheduled quarterly reductions in the amount that is available ranging from $6.3 million to $18.8 million, commencing September 30, 2002. The Term B loan contains scheduled quarterly reductions in the amount that is available ranging from $0.5 million to $42.5 million, commencing September 30, 2001. In addition, the Company pays a quarterly loan commitment fee ranging from 0.25% to 0.75% per annum, which is levied upon the unused portion of the amount available. All of the outstanding balance at December 31, 2001 and 2000 was under the Term B loan.

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        The credit facility also contains a mandatory prepayment clause in the event the Company should liquidate any assets if the proceeds are not utilized to acquire assets of the same type within one year, receive insurance or condemnation proceeds which are not fully utilized toward the replacement of such assets, or have excess cash flows (as defined in our credit agreement), 50% of which shall be used to reduce the outstanding loan balance.

        The credit facility contains certain financial covenants relating to maximum total debt ratio, total interest coverage ratio, a fixed charge coverage ratio and a ceiling on annual capital expenditures. The covenants become increasingly restrictive in the later years of the facility. The credit facility also contains restrictions on the incurrence of additional debt, the payment of dividends, acquisitions and the sale of assets over a certain limit. Additionally, the Company is required to enter into interest rate agreements if its leverage exceeds certain limits as defined in the agreement. No such agreements have been entered into at December 31, 2001 or 2000.

        In February 2002, the Company entered into negotiations with its bank to amend its credit facility and repay the balance due under the Term B loan and reduce the credit facility to $400 million. It is anticipated that the Term B loan will be repaid with the proceeds from a contemplated debt offering of senior subordinated notes. Aggregate maturities of long-term debt and notes payable at December 31, 2001 are as follows:

Years Ending December 31,	Amount
	(In millions of dollars)
2002	$	3.3
2003		3.2
2004		3.1
2005		3.3
2006		3.3
Thereafter		199.0
	$	215.2

Subordinated note

        On December 30, 1996, the Company issued a $10 million subordinated note to Univision. This note was subordinated to all senior debt. The note was due December 30, 2021 with interest at 7.01% per annum, for which Univision agreed to provide the Company with network compensation equal to the amount of annual interest due. Under a separate agreement, Univision had the option to exchange the note into Class A membership units of ECC LLC representing a 27.9% interest in the Company, at the holder's option at any time prior to maturity. During 1999 certain conditions restricting the exchange of the note were eliminated and, as such, the Company recorded non-cash interest expense of $2.5 million based on the estimated intrinsic value of the option feature at the date the note was entered into.

        On March 2, 2000, the note was amended and increased to $120 million, and the option exchange feature was increased from 27.9% to 40%, resulting in additional non-cash interest expense of $31.6 million during the quarter ended March 31, 2000 based on the estimated intrinsic value of the option feature. The intrinsic value of the exchange option feature was determined using an estimate by

F-56

management based primarily on the estimated IPO price as the fair market value. On August 2, 2000, the note was exchanged for Class C common stock of the Company, as described in Note 1.

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

        Accounts payable and accrued expenses at December 31 consist of:

	2001		2000
	(In millions of dollars)
Accounts payable	$	3.4	$	5.0
Accrued payroll and compensated absences		5.9		7.0
Income taxes payable		—		3.0
Executive employment agreement and bonuses		—		2.2
Professional fees and transaction costs		1.2		5.1
Accrued interest		3.8		0.7
Deferred revenue		2.7		2.0
Accrued purchase option agreement		1.5		—
Accrued national representation fees		1.5		0.9
Other		5.2		4.4
	$	25.2	$	30.3

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7. INCOME TAXES

        Prior to the reorganization of the Company as described in Note 1, the combined organization included various taxpaying and non-taxpaying entities. Each of the entities filed separate federal and state tax returns. Deferred taxes were not provided for the difference between the book and tax basis of intangible assets, broadcast equipment, and furniture and fixtures for the non-taxpaying entities. As a result of the reorganization and Exchange Transaction on August 2, 2000 the Company recorded a net deferred tax liability with a corresponding charge to tax expense of approximately $10.5 million. The provision for income taxes for the years ended December 31 is as follows:

		2001			2000			1999
		(In millions of dollars)
Current
	Federal	$	—		$	—		$	0.2
	State		0.8			1.2			0.1
Deferred			(23.8	)		(4.1	)		(0.4	)
		$	(23.0	)	$	(2.9	)	$	(0.1	)

        The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income for the years ended December 31 due to the following:

		2001			2000			1999
		(In millions of dollars)
Computed "expected" tax (benefit)		$	(30.2	)	$	(32.3	)	$	(13.6	)
Change in income tax resulting from:
	State taxes, net of federal benefit		(5.0	)		(3.2	)		(1.4	)
	Non-deductible expenses		12.2			22.1			15.0
	Effect of change in tax status		—			10.5			—
	Other		—			—			(0.1	)
		$	(23.0	)	$	(2.9	)	$	(0.1	)

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        The components of the deferred tax assets and liabilities at December 31 consist of the following:

		2001			2000
		(In millions of dollars)
Deferred tax assets:
	Accrued expenses	$	4.7		$	2.2
	Accounts receivable		1.9			3.3
	Net operating loss carryforward		28.0			12.8
	Stock-based compensation		0.2			0.3
			34.8			18.6
Deferred tax liabilities:
	Intangible assets		(192.5	)		(125.1	)
	Property and equipment		(14.8	)		(14.7	)
			(207.3	)		(139.8	)
		$	(172.5	)	$	(121.2	)

        The deferred tax amounts have been classified in the accompanying balance sheets at December 31 as follows:

	2001			2000
	(In millions of dollars)
Current assets	$	4.5		$	11.2
Non-current liabilities		(177.0	)		(132.4	)
	$	(172.5	)	$	(121.2	)

        The Company has recorded deferred tax assets of $34.8 million, including the benefit of approximately $78.5 million in federal net operating loss carryforwards which expire through 2020.

8. COMMITMENTS

        The Company has agreements with certain media research and rating providers, expiring at various dates through December 2006, to provide television and radio audience measurement services. Pursuant to these agreements, the Company is obligated to pay these providers a total of $18.8 million in increasing annual amounts. The annual commitments range from $0.3 million to $5.4 million.

F-59

Operating leases

        The Company leases facilities and broadcast equipment under various operating lease agreements with various terms and conditions, expiring at various dates through December 2025. The approximate future minimum lease payments under these operating leases at December 31, 2001 are as follows:

Years Ending December 31,	Amount
	(In millions of dollars)
2002	$	6.1
2003		5.5
2004		4.5
2005		4.0
2006		3.4
Thereafter		19.1
	$	42.6

        Total rent expense under operating leases, including rent under month-to-month arrangements, was approximately $23.2 million, $9.4 million and $2.0 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Employment agreements

        The Company has entered into employment agreements (the "Agreements") with two executive officers, who are also stockholders and directors, through August 2005. The Agreements provide that a minimum annual base salary and a bonus be paid to each of the executives. The Company accrued approximately $0, $1.6 million and $1.1 million of bonuses payable to these executives for the years ended December 31, 2001, 2000 and 1999, respectively. Additionally, the Agreements provide for a continuation of each executive's annual base salary and annual bonus through the end of the employment period if the executive is terminated due to a permanent disability or without cause, as defined in the Agreements.

        The Company also has an employment arrangement with its executive vice president which provides for an annual base salary and bonus. Additionally, in 1997 the employee was awarded 922,828 shares of Class A common stock in the Company, which vested through January 2000. The estimated fair value associated with this award of was approximately $27.7 million. The Company has recorded $26.3 million of compensation expense in connection with this award for the year ended December 31, 1999.

        In January 1999, the Company entered into an employment agreement with a senior vice president which expires on January 4, 2002 and provides for an annual base salary and bonus to be paid to the employee. As part of this agreement, the Company originally granted an option to the employee to purchase Class A common stock. As amended in April 2000, the Company sold the employee 82,195 shares of restricted Class A common stock at $0.01 per share. The Company may repurchase the restricted shares at $0.01 per share. The number of shares subject to the Company's repurchase option is eliminated proportionately over three years from the original grant date. The intrinsic value of the original option at the grant date was determined by management using the estimated IPO price. In accordance with APB No. 25, the Company recorded $2.8 million in compensation expense during 1999 attributable to the original option grant, which is reflected as non-cash stock-based compensation in the statement of

F-60

operations. This amount approximates the total intrinsic value of the amended employee restricted Class A common stock purchase. Accordingly, no amounts have been recorded for non-cash stock-based compensation for this grant during the years ended December 31, 2001 and 2000.

9. RELATED-PARTY TRANSACTIONS

        Related-party transactions not discussed elsewhere consist of the following:

        In August 2001, the Company entered into a joint venture agreement to establish an exclusive national advertising representative for all Spanish-language radio stations owned or operated by the joint venture partners, as well as radio stations currently represented by the third party. The joint venture is owned equally and is co-managed with each party having equal representation on its board of directors.

        The Company has unsecured advances of $0.1 million and $0.2 million payable to related parties, which are due on demand at December 31, 2001 and 2000, respectively.

        The Company has unsecured stock subscriptions due from officer/director/stockholders of the Company amounting to $0.6 million at December 31, 2001 and 2000 respectively. The advances are due on demand and have been recorded as a reduction of equity at December 31, 2000. The stock subscriptions were paid in full in 2002 and have been included in other current assets as of December 31, 2001. In addition, the Company has unsecured advance receivables due on demand from related parties amounting to $0.3 million at December 31, 2001 and 2000. At December 31, 2001 and 2000, the Company also has notes receivable totaling $0.6 million from two officers which bear interest ranging from 6.02% to 9.75% and are due from August 2002 through October 2005.

        Prior to July 2001, the Company utilized the services of a law firm, a partner of which is a stockholder and director. Total legal fees incurred with this law firm aggregated approximately $0.3 million, $3.6 million and $0.5 million for the years ended December 31, 2001, 2000 and 1999, respectively. Approximately $0.1 million and $0.8 million of the fees for the years ended December 31, 2001 and 2000, respectively, have been recorded as debt and stock issuance costs.

10. 401(K) SAVINGS PLAN

        The Company has multiple 401(k) savings plans covering substantially all employees. The Company currently matches the amounts contributed by each participant up to the maximum amount allowable under the plans for its defined contribution plans. Additionally, the Company has a 401(k) savings plan which allows discretionary matching contributions. Employer matching contributions for the year ended December 31, 2001 and 2000 aggregated approximately $0.3 million and $0.4 million, respectively.

11. STOCKHOLDERS' EQUITY

Common stock

        The First Restated Certificate of Incorporation of ECC authorizes both common and preferred stock. The common stock has three classes identified as A, B and C which have similar rights and privileges, except the Class B common stock provides ten votes per share as compared to one vote per share for all other classes of common stock. Univision, as the holder of all Class C common stock, is entitled to vote as a separate class to elect two directors, and has the right to vote as a separate class on certain material transactions. Class B and C common stock is convertible at the holder's option into one fully paid and

F-61

nonassessable share of Class A common stock and is required to be converted into one share of Class A common stock upon certain events as defined in the First Restated Certificate of Incorporation.

        In April 2000, the Company granted an unrestricted stock award to an executive vice president and officer totaling 240,737 shares of Class A common stock. As a result of this grant the Company recorded a non-cash stock-based compensation charge of $3.4 million.

        In May 2000, the Company granted restricted stock awards to employees, directors and consultants totaling 494,496 Class A shares of common stock. As a result of these grants, the Company recorded a deferred non-cash stock-based compensation charge of $6.9 million that is being amortized over the three-year vesting period beginning in the second quarter of 2000. Approximately $2.3 million and $1.3 million of the deferred charge has been amortized during the years ended December 31, 2001 and 2000, respectively.

        On March 19, 2001, the Company's Board of Directors approved a stock repurchase program. The Company is authorized to repurchase up to $35.0 million of outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. The extent and timing of any repurchases will depend on market conditions and other factors. The Company intends to finance stock repurchases, if and when made, with available cash on hand and cash provided by operations. No shares of Class A common stock had been repurchased under the stock repurchase program as of December 31, 2001.

Preferred Stock

        The Company is authorized to issue up to 50 million shares of preferred stock with a par value of $0.0001, in one or more series. The Company's Board of Directors (the "Board") is authorized to establish the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series, as well as the qualifications, limitations or restrictions. As of December 31, 2001, the Company has designated 11 million shares as Series A mandatorily redeemable convertible preferred stock, of which 5,865,102 shares are outstanding.

        The Series A preferred stock is convertible into Class A common stock on a share-per-share basis at the option of the holder at any time and accrues dividends at 8.5% of the liquidation value ($15.35 per share) per annum, compounded annually and payable upon the liquidation of the Company or redemption. There were approximately $11.0 million and $3.1 million of dividends in arrears at December 31, 2001 and 2000, respectively. All accrued and unpaid dividends are to be waived and forgiven upon the conversion of the Series A preferred stock into Class A common stock. The Series A preferred stock is subject to redemption at face value plus accrued dividends at the option of the holder at any time after April 2006, and must be redeemed in full in April 2010. The Company also has the right to redeem the Series A preferred stock at its option at any time one year after its issuance, provided that the trading price of the Class A common stock equals or exceeds 130% of the IPO price of the Class A common stock for 15 consecutive trading days immediately before such redemption. The Series A redemption price per share is equal to the sum of the original issue price per share ($15.35) plus accrued and unpaid dividends.

        The Company is recording a periodic charge to accumulated deficit to accrete the Series A preferred stock up to its redemption value. During the years ended December 31, 2001 and 2000, the Company recorded accretion charges of $10.1 million and $2.4 million, respectively.

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12. EQUITY INCENTIVE PLANS

        In June 2000, the Company adopted a 2000 Omnibus Equity Incentive Plan that allows for the award of up to 11,500,000 shares of Class A common stock. Awards under the plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or stock units. The Plan is administered by a committee, which is appointed by the Board. This committee determines the type, number, vesting requirements and other features and conditions of such awards.

        The Company issued a total of 1,154,605 stock options in 2001, and 5,583,876 stock options in 2000 to various employees and non-employee directors of the Company under its 2000 Omnibus Equity Incentive Plan. Included in the 2000 grants are 1,494,161 stock options which were granted in exchange for stock options of Z-Spanish Media as a result of the business acquisition as described in Note 2.

        The following is a summary of stock options outstanding and exercisable for the years ended December 31:

		2001			2000
		Options	Weighted Average Exercise Price		Options	Weighted Average Exercise Price
		(In thousands, except per share data)
Number of shares under stock options:
	Outstanding at beginning of year	5,511	$	14.33	—	$	—
	Granted	1,155		11.89	5,584		14.31
	Exercised	522		7.76	—		—
	Forfeited	549		13.70	73		12.78
	Outstanding at end of year	5,595		14.38	5,511		14.33
	Available to grant at end of year	5,905			5,989
	Exercisable at end of year	1,660			1,456

        The following table summarizes information about stock options outstanding at December 31, 2001:

	Options Outstanding				Options Exercisable
Price Range	Number	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number	Weighted Average Exercise Price
$16.38—16.50	3,939,681	8.62	$	16.49	752,797	$	16.50
$10.03—13.37	851,380	9.11		11.11	276,144		11.39
$6.69—9.95	804,250	8.23		7.53	631,250		7.12
	5,595,311	8.64	$	14.38	1,660,191	$	12.08

        The Company's fair value calculation for the Z-Spanish Media acquisition exchange options was made using the Black-Scholes option-pricing model with the following assumptions: expected life of one year; volatility of 50%; risk-free interest rate of 5.89% and no dividends during the expected life. The fair value of these options was recorded as additional purchase price in the business acquisition and is not included in the pro forma compensation expense below.

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        During 2001 and 2000, the Company recognized $0.2 and $0.7 million, respectively, of non-cash stock-based compensation expense relating to the intrinsic value of the unvested options exchanged in the Z-Spanish Media acquisition.

        SFAS No. 123 requires the disclosure of pro forma net income and earnings per share had the Company adopted the fair value method. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option-pricing models. These models require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated value.

        The Company's 2001 and 2000 fair value calculation for pro forma purposes was made using the Black-Scholes option-pricing model with the following assumptions:

	2001	2000
Weighted average fair value	$7.61	$9.08
Expected volatility	50% to 88%	50%
Risk free interest rate	5.40% to 6.07%	6.07%
Expected lives	6.0 years	6.0 years
Dividend rate	—	—

        Had compensation expense for the stock option grants been determined based on the fair value at the grant date for awards consistent with the methods of SFAS No. 123, the Company's net loss would have increased the pro forma amounts for the years ended December 31, 2001 and 2000 as follows:

		2001			2000
Net loss applicable to common stockholders
	As reported	$	(75,912	)	$	(94,689	)
	Pro forma	$	(82,082	)	$	(97,231	)
Net loss per share applicable to common stockholders, basic and diluted
	As reported	$	(0.66	)	$	(0.27	)
	Pro forma	$	(0.71	)	$	(0.29	)

        On April 4, 2001, the Company's Board of Directors adopted the 2001 Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan was approved by the Company's stockholders on May 10, 2001 at the Annual Meeting of Stockholders. Subject to adjustments in the capital structure, as defined in the Purchase Plan, the maximum number of shares of Class A common stock that will be made available for sale under the Purchase Plan is 600,000, plus an annual increase of 600,000 shares on the first day of each of the next ten calendar years, beginning January 1, 2002. All of the Company's employees are eligible to participate in the Purchase Plan, provided that they have completed six months of continuous service as an employee as of an offering date. Under the terms of the Purchase Plan, employees may elect to have up to 15% of their compensation withheld to purchase shares each offering period. The purchase price of the stock is 85% of the lower of the day preceding the beginning-of-period or end-of-period market price. The first offering period under the Purchase Plan commenced on August 15, 2001. As of December 31, 2001, approximately $0.4 million was withheld for the Purchase Plan.

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13. LITIGATION AND SUBSEQUENT EVENTS

        The Company is subject to various outstanding claims that arose in the ordinary course of business and to other legal proceedings. In the opinion of management, any liability of the Company which may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

        The Company has initiated arbitration asserting that a former advertising representative breached contracts, that the breaches support an immediate termination for cause, and that the breaches caused the Company several million dollars of damage. The former representative has filed an answer asserting that the termination was without cause, and filed a counterclaim asserting that the Company is liable to the former representative for several million dollars of damage. The Company has filed an answer denying the assertions of the counterclaim. No accrual has been recorded as the matter is in an early stage in the proceedings and the ultimate benefit or liability, if any, cannot be reasonably estimated.

        Additionally, a subsidiary of the Company acquired in a 2000 business combination was involved in a lawsuit and a default judgment was ordered against the subsidiary. The Company is an indirect successor-in-interest for the liabilities of the subsidiary and accrued $500,000 for the judgment and related legal fees.

14. SEGMENT DATA

        Upon the completion of the business and asset acquisitions during 2000, management determined that the Company operates in four reportable segments based upon the type of advertising medium which consists of television broadcasting, radio broadcasting, outdoor advertising and newspaper publishing. Information about each of the operating segments follows:

Television Broadcasting

        The Company operates 40 television stations primarily in the Southwestern United States and consisting primarily of Univision affiliates.

Radio Broadcasting

        The Company operates 53 radio stations (38 FM and 15 AM) located primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas.

Outdoor Advertising

        The Company's outdoor advertising segment owns approximately 11,200 billboards in Los Angeles and New York.

Newspaper Publishing (Print)

        The Company's newspaper publishing operation consists of a publication in New York.

        Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses and non-cash stock-based compensation. There have been no significant sources of revenue generated outside the United States of America during the years ended December 31, 2001, 2000 and 1999. Additionally there are no significant assets held outside the United States of America. The accounting policies applied to determine the segment information are generally the same as those described in the summary of

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significant accounting policies. The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below.

			Twelve Months Ended December 31,
			2001			2000			1999
			(In thousands of dollars)
Net revenue:
	TV		$	91,902		$	82,417		$	56,846
	Radio			65,479			43,338			2,153
	Outdoor			31,668			13,096			—
	Publishing			19,859			15,170			—
		Consolidated		208,908			154,021			58,999
Direct expenses:
	TV			38,652			34,290			23,165
	Radio			26,443			10,991			1,276
	Outdoor			20,688			5,494			—
	Publishing			14,564			10,212			—
		Consolidated		100,347			60,987			24,441
Selling, general and administrative expenses:
	TV			18,516			15,642			11,093
	Radio			16,445			16,767			518
	Outdoor			4,128			1,544			—
	Publishing			3,396			2,647			—
		Consolidated		42,485			36,600			11,611
Depreciation and amortization:
	TV			30,076			20,064			15,277
	Radio			69,442			41,537			705
	Outdoor			19,319			5,984			—
	Publishing			1,180			1,653			—
		Consolidated		120,017			69,238			15,982
Segment operating profit (loss):
	TV			4,658			12,421			7,311
	Radio			(46,851	)		(25,957	)		(346	)
	Outdoor			(12,467	)		74			—
	Publishing			719			658			—
		Consolidated		(53,941	)		(12,804	)		6,965
Corporate expenses				15,636			12,741			5,809
Non-cash stock-based compensation				3,243			5,822			29,143
Operating (loss)			$	(72,820	)	$	(31,367	)	$	(27,987	)
Total assets:
	TV		$	441,487		$	401,075		$	199,360
	Radio			815,323			856,038			5,657
	Outdoor			271,001			293,887			—
	Publishing			7,706			9,493			—
		Consolidated	$	1,535,517		$	1,560,493		$	205,017
Capital expenditures:
	TV		$	23,911		$	15,749		$	12,825
	Radio			4,639			7,700			—
	Outdoor			325			164			—
	Publishing			66			62			—
		Consolidated	$	28,941		$	23,675		$	12,825

F-66

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

      The following is a summary of the quarterly results of operations for the years ended December 31, 2001 and 2000:

		First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
		(In thousands, except per share data)
Year ended December 31, 2001:
	Net revenue	$	43,954		$	56,864		$	54,468		$	53,622		$	208,908
	Net loss		(19,547	)		(10,901	)		(13,498	)		(21,849	)		(65,795	)
	Net loss applicable to common stock		(20,968	)		(12,442	)		(15,068	)		(27,434	)		(75,912	)
	Net loss per share, basic and diluted		(0.18	)		(0.11	)		(0.13	)		(0.24	)		(0.66	)
Year ended December 31, 2000:
	Net revenue	$	17,264		$	35,660		$	45,049		$	56,048		$	154,021
	Net loss		(36,584	)		(17,427	)		(25,212	)		(13,017	)		(92,240	)
	Net loss applicable to common stock		—			—			(16,581	)		(14,566	)		(31,147	)
	Net loss per share, basic and diluted		—			—			(0.14	)		(0.13	)		(0.27	)
	Pro forma net loss		(34,813	)		(14,586	)		(14,598	)		(22,339	)		(86,336	)
	Pro forma net loss per share, basic and diluted		(1.08	)		(0.45	)		(0.30	)		(0.21	)		(1.34	)

        Certain adjustments were recorded in the fourth quarters of 2001 and 2000 for changes from preliminary allocations of purchase price for certain purchase business combinations. Adjustments recorded in the fourth quarter of 2001 resulted in an increase of approximately $3 million in net loss applicable to common stock or approximately $0.03 net loss per common share.

F-67

QuickLinks

DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
PART I
Spanish Language Use
Prime Time Ratings Among Hispanic Adults Aged 18 to 49
RISK FACTORS
Risks Factors Relating to our Company

ITEM 2. Properties

Principal Properties of the Company (1)

ITEM 3. Legal Proceedings
ITEM 4. Submission of Matters to a Vote of Security Holders

PART II
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA (In thousands, except share and per-share data)

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES Form 10-K Management's Discussion and Analysis of Financial Condition and Results of Operations

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8. Financial Statements and Supplementary Data
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

PART III

Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

SIGNATURES
INDEX TO EXHIBITS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

SCHEDULE II

UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 1999, 2000 and 2001 (Dollars in thousands)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per-share data)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the Years Ended December 31, (In thousands, except share and per-share data)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the Years Ended December 31, 1999, 2000 and 2001 (In thousands)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, (In thousands)
UNIVISION COMMUNICATIONS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2001
INDEPENDENT AUDITOR'S REPORT
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data)
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share, per share and per L.L.C. membership unit data)
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED STATEMENTS OF MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY Year ended December 31, 1999 and for the period from January 1, 2000 through August 2, 2000 (In thousands, except share and L.L.C. membership unit data)
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED STATEMENTS OF MANDATORILY REDEEMABLE PREFERRED STOCK AND EQUITY
ENTRAVISION COMMUNICATIONS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
ENTRAVISION COMMUNICATIONS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EX-3.2

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EXHIBIT 3.2

BYLAWS

OF

UNIVISION COMMUNICATIONS INC.

a Delaware corporation

			Page
ARTICLE I		OFFICES	1
	Section 1.	Registered Office	1
	Section 2.	Principal Office	1
	Section 3.	Other Offices	1
ARTICLE II		MEETINGS OF STOCKHOLDERS	1
	Section 1.	Place of Meetings	1
	Section 2.	Annual Meetings	1
	Section 3.	Special Meetings	1
	Section 4.	Stockholder Lists	1
	Section 5.	Notice of Meetings	1
	Section 6.	Quorum and Adjournment	1
	Section 7.	Voting	2
	Section 8.	Proxies	2
	Section 9.	Inspector of Election	2
	Section 10.	Action Without Meeting	2
ARTICLE III		DIRECTORS	3
	Section 1.	Powers	3
	Section 2.	Number, Term and Classes	3
	Section 3.	Qualifications	3
	Section 4.	Vacancies and Newly Created Directorships	3
	Section 5.	Regular Meetings	3
	Section 6.	Special Meetings	3
	Section 7.	Telephonic Meetings	3
	Section 8.	Quorum	4
	Section 9.	Fees and Expenses	4
	Section 10.	Committees	4
	Section 11.	Action Without Meetings	4
	Section 12.	Super Majority Board Approvals	5
ARTICLE IV		OFFICERS	7
	Section 1.	Officers	7
	Section 2.	Election	7

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	Section 3.	Removal and Resignation	7
	Section 4.	Vacancies	8
	Section 5.	Chairman of the Board	8
	Section 6.	Vice Chairman of the Corporation	8
	Section 7.	President	8
	Section 8.	Vice Presidents	8
	Section 9.	Secretary	8
	Section 10.	Treasurer	9
ARTICLE V		FORM OF STOCK CERTIFICATE	9
ARTICLE VI		REPRESENTATION OF SHARES OF OTHER CORPORATIONS	9
ARTICLE VII		TRANSFERS OF STOCK	9
ARTICLE VIII		LOST, STOLEN, OR DESTROYED CERTIFICATES	10
ARTICLE IX		RECORD DATE	10
ARTICLE X		REGISTERED STOCKHOLDERS	10
ARTICLE XI		NOTICES	11
	Section 1.	Manner of Notice	11
	Section 2.	Waiver of Notice	11
ARTICLE XII		AMENDMENTS	11
ARTICLE XIII		MISCELLANEOUS	11
	Section 1.	Fiscal Year	11
	Section 2.	Seal	11
	Section 3.	Waiver of Notice of Meetings of Stockholders, Directors and Committees	11
	Section 4.	Form of Records	11

ii

BYLAWS

of

UNIVISION COMMUNICATIONS INC.
a Delaware corporation

ARTICLE I
OFFICES

        Section 1.    Registered Office.    The registered office of the Corporation shall be in the State of Delaware, located at Corporation Service Company, 1013 Centre Road, Wilmington, County of New Castle 19805 and the name of the resident agent in charge thereof is the agent named in the Restated Certificate of Incorporation until changed by the Board of Directors (the "Board").

        Section 2.    Principal Office.    The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.

        Section 3.    Other Offices.    The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

        Section 1.    Place of Meetings.    Meetings of stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

        Section 2.    Annual Meetings.    An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the state of Delaware, as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting.

        Section 3.    Special Meetings.    Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board and shall be called by the president or secretary at the request in writing of (i) the Chairman of the Board, (ii) the Class T Director or Class V Director, or (iii) stockholders owning a majority in voting power of the issued and outstanding shares of Common Stock of the Corporation.

        Section 4.    Stockholder Lists.    The officer who has charge of the stock ledger of the Corporation shall prepare, at least ten days before every meeting of stockholders, a complete list, by class, of stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof and may be inspected by any stockholder who is present.

        Section 5.    Notice of Meetings.    Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting, and in the case of a special meeting, the purpose of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (or such other period as may be required under applicable law) nor more than sixty days before the date of the meeting.

        Section 6.    Quorum and Adjournment.    Except as set forth below, the holders of a majority in voting interest of capital stock of the Corporation entitled to vote thereat, present in person or

represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws or the Restated Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest of the Corporation's Class A Common Stock and Class P Common Stock (voting together a separate class), Class T Common Stock and Class V Common Stock, as the case may be, shall each constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Section 7.    Voting.    In all matters other than the election of directors, the vote of the holders of a majority in voting interest of the capital stock of the Corporation that are present in person or represented by proxy at a meeting at which a quorum is present, shall decide any question brought before such meeting of stockholders, unless the question is one upon which by express provision of applicable law, of the Restated Certificate of Incorporation or of these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question. Each director of the Corporation shall be elected (i) by a plurality of the votes of the shares of the class(es) of stock which has the right to elect such director, present in person or represented by proxy at a meeting at which a quorum is present or (ii) by the written consent of the holders of a majority in voting interest of the outstanding shares of such class(es). Unless otherwise provided in the Restated Certificate of Incorporation, each stockholder shall be entitled to cast one vote for each share of the capital stock entitled to vote held by such stockholder upon the matter in question. The presiding officer at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

        Section 8.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no proxy shall be voted or acted upon after three years from its date, unless the person executing the proxy specifies therein a longer period of time for which it is to continue in force. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation.

        Section 9.    Inspector of Election.    The Board shall, if required by law, appoint an Inspector or Inspectors of Election for any meeting of stockholders. Such Inspectors shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes, and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. An Inspector need not be a stockholder, and any officer of the Corporation may be an Inspector on any position other than a vote for or against a proposal in which he or she shall have a material interest.

        Section 10.    Action Without Meeting.    Subject to Section 228 of the Delaware General Corporation Law, any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not

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less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware (by hand or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

        Section 1.    Powers.    Subject to any limitations set forth in the Restated Certificate of Incorporation, the Board shall have the power to manage or direct the management of the property, business and affairs of the Corporation and, except as expressly limited by law, to exercise all of its corporate powers. Subject to applicable law, the Board may establish procedures and rules or may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any stockholders' meeting, including without limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting, recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the result thereof, the timing of the opening and closing of the polls and the physical layout of the facilities for the meeting.

        Section 2.    Number, Term and Classes.    The Board shall consist of not less than eight nor more than eleven members, as shall be determined from time to time by resolution of the Board. Until otherwise determined by such resolution, the Board shall consist of eight members. Except as provided in the Restated Certificate of Incorporation, there shall be three classes of directors: Class A/P Directors, Class T Directors, and Class V Directors, all of which shall be elected as provided in the Restated Certificate of Incorporation.

        Section 3.    Qualifications.    Directors need not be stockholders, and each director shall serve until his or her successor is elected and qualified or until his or her earlier death, retirement, resignation or removal.

        Section 4.    Vacancies and Newly Created Directorships.    Any vacancy on the Board or in the position of an Alternate Director (as that term is defined in the Restated Certificate of Incorporation of the Corporation) caused by death, resignation or removal and any newly created directorship or alternate directorship may be filled as provided in the Restated Certificate of Incorporation of the Corporation. A director or Alternate Director so elected to fill a vacancy or a newly created directorship or alternate directorship shall serve until his or her successor is elected and qualified or until his or her earlier death, retirement, resignation or removal.

        Section 5.    Regular Meetings.    Regular meetings of the Board shall be held without call or notice at such time and place within or without the State of Delaware as shall from time to time be fixed by standing resolution of the Board.

        Section 6.    Special Meetings.    Special meetings of the Board may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, a majority of the Class A/P Directors, the Class T Director or the Class V Director. Notice of a special meeting of the Board shall be given to all Directors and Alternate Directors by the person or persons calling the meeting at least seventy-two hours before the special meeting.

        Section 7.    Telephonic Meetings.    Members of the Board or any committee thereof may, and shall be given the opportunity to, participate in a regular or special meeting of such Board or committee by

3

means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

        Section 8.    Quorum.    At all meetings of the Board a majority of the Entire Board (as defined in the Restated Certificate of Incorporation) shall constitute a quorum for the transaction of business. Except as otherwise set forth in these Bylaws, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Notice of any adjourned meeting need not be given.

        Section 9.    Fees and Expenses.    Each director (and each Alternate Director attending a meeting in place of a director) and each member of a committee of the Board, shall receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attending meetings. Each director (and each Alternate Director attending a meeting in place of a director) and each member of a committee of the Board, in each case who is neither (i) an owner of more than a 5% direct or indirect beneficial interest in the stock of the Corporation (or the spouse, child or other family member of such an owner (a "Related Person")); (ii) an employee (a) of the Corporation, (b) of any direct or indirect subsidiary of the Corporation, or (c) of such an owner or Related Person or an Affiliate (as defined in the Corporation's Restated Certificate of Incorporation) of such owner or Related Person; nor (iii) any person who controls any such owner and the spouse, child or other family members of any such person, shall also receive a fee to be determined by the Board for attending any meeting of the Board or any such committee (provided that no director shall be entitled to receive such fee if such director is receiving a fee for attending a meeting of the board of directors or any other committee of the Corporation held on the same day). Other than as set forth above, no director, Alternate Director, or stockholder of the Corporation shall be reimbursed for any expenses incurred by it in its role as an investor or director.

        Section 10.    Committees.    Subject to the Restated Certificate of Incorporation, the Board may, by resolution passed by a majority of the Entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. Except as provided below with respect to the compensation, audit and dividend committees of the Board, if any, the Class T Director and the Class V Director shall sit on all committees of the Board. Either the Class T Director or the Class V Director shall sit on the compensation and audit committees of the Board, if any. Any executive committee, to the extent provided in a resolution of the Board and to the extent permitted by law and not inconsistent with the Restated Certificate of Incorporation, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. If the compensation committee or the audit committee of the Board does not include both a Class T Director and a Class V Director, then the class of directors not so represented on such committee shall be entitled to notice of, and one, but no more than one, director of such class (or an alternate director of such class) shall be entitled to be in attendance at (but not vote at), all meetings of the compensation and audit committees of the Board. The Board may appoint a dividend committee that does not include a Class T Director or a Class V Director.

        Section 11.    Action Without Meetings.    Unless otherwise restricted by applicable law, the Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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        Section 12.    Super Majority Board Approvals.

        (a)  Without the approval of the Board (or where permitted under applicable law, a duly constituted committee of the Board which includes the Class T Director and the Class V Director) by a vote which includes, in addition to any other required vote of directors, the affirmative vote of the Class T Director (so long as a Class T Voting Conversion has not occurred) and the Class V Director (so long as a Class V Voting Conversion has not occurred) on the Board or such committee, as the case may be, the Corporation shall not directly or through its subsidiaries engage in any of the following acts or transactions:

        (i)    Merge, consolidate or enter into a business combination, otherwise reorganize the Corporation with or into one or more entities (other than a merger of a wholly-owned subsidiary of the Corporation into the Corporation in which the Corporation is the surviving entity or into another wholly-owned subsidiary of the Corporation); provided, however, that if the transaction is approved by a majority of the Board and by a vote of at least 60% of all shares outstanding entitled to vote (treating all shares as having a single vote per share for these purposes), the approval of neither the Class T Director nor of the Class V Director shall be required; provided, further, however, that if in connection with any such transaction (or the merger of a wholly-owned subsidiary of the Corporation into the Corporation in which the Corporation is the surviving entity), the powers, privileges or rights of the holders of the Class T Common Stock and/or Class V Common Stock under these Bylaws or the Restated Certificate of Incorporation would be adversely affected (other than with respect to a transaction which results in the stockholders of the Corporation immediately prior to such transaction holding directly or indirectly less than 50% of the voting power represented by the outstanding shares of the surviving entity), the approval of the Class T Director and/or the Class V Director, as the case may be, shall be required with respect to such transaction in addition to any other required approvals.

        (ii)  Sell all or substantially all of the Corporation's assets to a person or entity that is not a wholly-owned subsidiary of the Corporation; provided, however, that if the transaction is approved by a majority of the Board and by a vote of at least 60% of all shares outstanding entitled to vote (treating all shares as having a single vote per share for these purposes), the approval of neither the Class T Director nor of the Class V Director shall be required; provided, further, however, that if in connection with any such transaction, the powers, privileges or rights of the holders of the Class T Common Stock and/or Class V Common Stock under these Bylaws or the Restated Certificate of Incorporation would be adversely affected (other than with respect to a transaction which results in the stockholders of the Corporation immediately prior to such transaction holding directly or indirectly less than 50% of the voting power represented by the outstanding shares of the acquiring entity), the approval of the Class T Director and/or the Class V Director, as the case may be, shall be required with respect to such transaction in addition to any other required approvals.

        (iii)  Pay any dividend (other than a dividend, stock split or other event that results in the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock being subdivided into a greater number of shares) or make any distribution to holders of any equity securities of the Corporation, including by way of redemption or repurchase of securities (except for open market purchases of Class A Common Stock other than from an Affiliate) or a redemption or repurchase in accordance with Article SEVENTH of the Restated Certificate of Incorporation of the Corporation or a dividend, redemption or repurchase required by the terms of any security the issuance of which was approved in accordance with this Article III, Section 12(a), or make any payments in respect of any such equity securities, including payments relating to options or derivatives in respect of such equity securities; provided, however, that (a) at such time as no warrants to purchase Class T Common Stock are outstanding, the approval of the Class T Director under this Article III, Section 12(a)(iii) shall not be required, and that at such

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time as no warrants to purchase Class V Common Stock are outstanding, the approval of the Class V Director under this Article III, Section 12(a)(iii) shall not be required, and (b) at such time that either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits holders of warrants to purchase the Corporation's Common Stock to receive on a current basis an amount equal to any dividend, distribution or payment as if the shares underlying such warrants were outstanding or (ii) the Corporation obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Class T Director and the Class V Director, that a warrant holder may receive on a current basis an amount equal to any dividend, distribution or payment as if the shares underlying such warrant were outstanding, the approval of neither the Class T Director nor the Class V Director under this Article III, Section 12(a)(iii) shall be required for such dividend, distribution or payment; provided, however, that if the Corporation has approved a dividend under this clause (iii) but has failed to pay the warrant holder contemporaneous with the payment of the dividend, and so long as such failure is continuing, the approval of both the Class T Director and Class V Director shall be required for any future dividend.

        (iv)  Dissolve, liquidate or terminate the Corporation; provided, however, that if the transaction is approved by a majority of the Board and by a vote of at least 60% of all shares outstanding entitled to vote (treating all shares as having a single vote per share for these purposes), the approval of neither the Class T Director nor of the Class V Director shall be required.

        (v)  Issue (A) (other than as a result of a merger, consolidation, acquisition or other business combination) to any entity or group of affiliated entities (other than to one of more underwriters in an underwritten public offering) in one or more related transactions shares having voting rights that would represent 10% or more of the votes of the then outstanding shares of Class A Common Stock on a fully diluted basis; (B) shares having more than one vote per share or having any special voting rights (other than as required by Delaware corporate law); provided that the Corporation may issue one or more classes of stock that grant holders of such class or classes issued in connection with a transaction or series of related transactions the right to elect one director, so long as the vote of such director is not required in addition to any other required vote of all of the directors; (C) shares, if as a result of such issuance, there is a Change of Control of the Corporation; or (D) shares to a person or group (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or any of their respective Affiliates, that already controlled the Corporation immediately prior to such issuance.

        (vi)  Except as provided in this Section 12(a)(vi), enter into any transaction with A. Jerrold Perenchio or any of his Related Persons, any Affiliates of A. Jerrold Perenchio or any such Related Person or any officer, director or employee of any of the foregoing; provided that the acquisition of either or both of the programs with the working titles, "Te Amo En Secreto" and "Rosario," shall only require the vote of the Class T Director or the Class V Director; and provided further that reimbursement of expenses in the ordinary course consistent with past practices shall not require the vote of either the Class T Director or the Class V Director.

        (vii) Amend this Article III, Section 12 of these Bylaws by action of the Board or amend Section 2 of this Article III to increase the maximum number of directors to twelve or more.

        For the purposes of Section 12(v) of this Article III, "Change of Control" means that a person or group (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than A. Jerrold Perenchio and his Affiliates, is the beneficial owner, directly or indirectly, of more than 50% of the total voting interest of the capital stock of the Corporation.

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        (b)  Without the approval of the Board (or where permitted under applicable law, a duly constituted committee of the Board which includes the Class T Director and the Class V Director) by a vote which includes, in addition to any other required vote of directors, the affirmative vote of the Class T Director (so long as a Class T Voting Conversion has not occurred) or the Class V Director (so long as a Class V Voting Conversion has not occurred) on the Board or such committee, as the case may be, the Corporation shall not directly or through its subsidiaries engage in any of the following acts or transactions:

        (i)    Dispose of any interest in the Univision Network, the Galavision Network, the Telefutura Network or any television station affiliated with either the Univision Network or Telefutura Network, which broadcasts in any of the top 15 Hispanic markets in the United States; provided that the prohibition on the disposition of any interest in such television stations shall not prohibit a disposition (w) of Station WHSI—TV, channel 67 in Smithtown, New York, (x) of a station if the acquiror agrees to continue to have the station affiliated with the network through 2017 with which it was affiliated prior to such disposition and such station's revenues continue to be included in the determination of royalties under the restated and amended program license agreement with Affiliates of Grupo Televisa, S.A. and Venevision International Corporation, (y) of a station operating on Channels 52-69 (the "Non-Core Spectrum"), if a law, rule or regulation is adopted, the effect of which is to require the Corporation either to sell such station or lose the license for such station in the Non-Core Spectrum in 12 or fewer months if such sale does not occur, provided that the Corporation shall use commercially reasonable efforts to replace such station with a reasonably comparable station, to the extent one is available, as promptly as reasonably practical; and (z) of a station in the Non-Core Spectrum for any other reason, provided that the Corporation promptly replaces such station with a reasonably comparable station; or

        (ii)  After reasonable inquiry, knowingly employ or hire as a consultant for a salary or the payment of other compensation of $100,000 or more any person who is or has been within the previous two and one-half-year period an employee of Grupo Televisa, S.A., Venevision Investments LLC or any of their respective Affiliates or any individual or Affiliate of such individual who has been an independent contractor to any of them; provided that this provision shall not apply to any employee of the Corporation or any of its subsidiaries as of December 19, 2001.

ARTICLE IV
OFFICERS

        Section 1.    Officers.    The Corporation shall have a Chairman of the Board, one or more Vice Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 2 of this Article. Any two or more of such offices may be held by the same person.

        Section 2.    Election.    The officers of the Corporation shall be elected annually by the Board and, subject to whatever rights an officer may have under a contract of employment with the Corporation, all officers shall serve at the pleasure of the Board.

        Section 3.    Removal and Resignation.    Any officer may be removed, either with or without cause, by the Board at any time. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

        Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time

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specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 4.    Vacancies.    A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

        Section 5.    Chairman of the Board.    The Chairman of the Board shall preside at all meetings of the stockholders and of the Board and shall be the chief executive officer of the Corporation unless the President is the chief executive officer. So long as the Chairman of the Board is the chief executive officer of the Corporation, he shall have the general powers and duties of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Except as provided in Article III, Sections 12(a)(vi) and 12(b)(ii), the Chairman of the Board, if he is the Chief Executive Officer, shall have the authority to hire and fire all employees of and consultants to the Corporation and its subsidiaries.

        Section 6.    Vice Chairman of the Corporation.    The Board may from time to time appoint one or more Vice Chairs of the Corporation. A Vice Chair so appointed shall have such powers and duties as may be designated from time to time by the Chairman of the Board or by the Board.

        Section 7.    President.    The President shall be the chief operating officer of the Corporation and, if designated by the Board, the chief executive officer of the Corporation. Subject to the control of the Board (and to the chief executive officer, if the President does not hold such office) and to the powers vested by the Board in any committee or committees appointed by the Board, the President shall have general supervision, direction and control of the business and officers of the Corporation. If designated as the chief executive officer of the Corporation, the President shall have the general powers and duties of management usually vested in the chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Except as provided in Article III, Sections 12(a)(vi) and 12(b)(ii), the President, if he is the Chief Executive Officer, shall have the authority to hire and fire all employees of and consultants to the Corporation and its subsidiaries.

        Section 8.    Vice Presidents.    In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have all of the powers of and be subject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such duties as may be prescribed for them, respectively, from time to time, by the Board, the President or these Bylaws.

        Section 9.    Secretary.    The Secretary shall keep, or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of these Bylaws of the Corporation at the principal executive office or business office.

        The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register or a duplicate share register showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

        The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal

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of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

        Section 10.    Treasurer.    The Treasurer is the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation and shall send or cause to be sent to the stockholders of the Corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director.

        The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V
FORM OF STOCK CERTIFICATE

        The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him or her in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.

ARTICLE VI
REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The chief executive officer or any other officer or officers authorized by the Board are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer. ARTICLE VII TRANSFERS OF STOCK Subject to any restrictions on transfer applicable thereto, upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE VII
TRANSFERS OF STOCK

        Subject to any restrictions on transfer applicable thereto, upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper

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evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

ARTICLE VIII
LOST, STOLEN, OR DESTROYED CERTIFICATES

        The Corporation may direct a new certificate or certificates of stock or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

ARTICLE IX
RECORD DATE

        In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (A) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (B) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (C) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE X
REGISTERED STOCKHOLDERS

        The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other

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claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by applicable law.

ARTICLE XI
NOTICES

        Section 1.    Manner of Notice.    Whenever under the provisions of applicable law, the Restated Certificate of Incorporation or these Bylaws, notice is required to be given to any director, committee member, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given, in the case of stockholders, in writing, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, at such address as appears on the books of the Corporation, and, in the case of directors, committee members and officers, by telephone, by telecopy or other electronic transmission, or by recognized delivery service to the last business address known to the Secretary of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed, telephoned, telecopied, or transmitted or delivered.

        Section 2.    Waiver of Notice.    Whenever any notice is required to be given under the provisions of applicable law, the Restated Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XII
AMENDMENTS

        Subject to the provisions of the Restated Certificate of Incorporation and Article III, Sections 12(a) and (b) of these Bylaws, the Board shall have the power to make, adopt, alter, amend and repeal from time to time these Bylaws, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend, and repeal Bylaws made by the Board, provided no amendment made by the Board may adversely affect the rights accorded to the holders of the Class T Common Stock or the Class V Common Stock which affects such class differently from the other classes of Common Stock of the Corporation without the consent of the Class T Director (unless a Class T Voting Conversion has occurred) and the Class V Director (unless a Class V Voting Conversion has occurred), as the case may be.

ARTICLE XIII
MISCELLANEOUS

        Section 1.    Fiscal Year.    The fiscal year of the Corporation shall be determined by resolution of the Board.

        Section 2.    Seal.    The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board.

        Section 3.    Waiver of Notice of Meetings of Stockholders, Directors and Committees.    Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

        Section 4.    Form of Records.    Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

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CERTIFICATE OF SECRETARY
of
UNIVISION COMMUNICATIONS INC.
a Delaware corporation

        I hereby certify that I am the duly elected and acting secretary of said corporation and that the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted by the Board of Directors on September 20, 1996 and as most recently amended by the Board of Directors on December 19, 2001.

Dated: March 22, 2002
	/s/ Robert V. Cahill Secretary

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BYLAWS OF UNIVISION COMMUNICATIONS INC. a Delaware corporation
BYLAWS of UNIVISION COMMUNICATIONS INC. a Delaware corporation

EX-10.6

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Exhibit 10.6

SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT

        This SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT is entered into as of December 19, 2001 (the "Restatement Date") by and between VENEVISION INTERNATIONAL CORPORATION, a Delaware corporation (hereinafter "Licensor"), and UNIVISION COMMUNICATIONS INC., a Delaware corporation ("Licensee" or "UCI"), and amends and restates that certain AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT (the "Amended and Restated Program License Agreement") made as of the 1st day of October, 1996 by and between Dennevar, B.V. (and assigned by Dennevar B.V. to Licensor) and The Univision Network Limited Partnership, a Delaware limited partnership ("UNLP").

        WHEREAS, Licensor has or will have rights in the United States of America, including all territories and possessions thereof other than Puerto Rico (the "Territory"), to license certain television programs in the Spanish language or with Spanish subtitles produced by and to be produced by CORPORACION VENEZOLANA DE TELEVISION, C.A. (VENEVISION) ("CVT") or otherwise available to CVT, Licensor or other entities controlled by CVT (CVT and all of the companies it controls, and Licensor being hereinafter referred to collectively as "Venevision").

        WHEREAS, Licensee operates the Univision Network, the Galavision Network, the Stations, the Telefutura Network and the Telefutura Stations.

        WHEREAS, Licensee desires to acquire the right to broadcast in the Territory over the Univision Network, the Galavision Network, and the Telefutura Network, programs produced, to be produced or otherwise available to Venevision, and Licensor is willing to grant such a license upon the terms, provisions and conditions herein set forth.

        WHEREAS, Televisa Internacional, S.A. de C.V. ("Televisa") is simultaneously herewith entering into a Second Amended and Restated Program License Agreement, dated as of the date hereof (the "Televisa Agreement"), with the Licensee to license certain television programming for broadcast in the Territory.

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

        1.    License of Programming.

        1.1  

        (a)  Pursuant to the terms and conditions hereof, Licensor hereby grants Licensee and its subsidiaries the exclusive license to broadcast in the Territory all Programs throughout the Term on the Univision Network, the Galavision Network, and the Telefutura Network.

        (b)  Licensee agrees that sales of advertising time and the slotting of programs on, and operation of, the Networks, the Stations, the Telefutura Network and the Telefutura Stations will be conducted and allocated on an arms-length basis vis-à-vis one another and vis-à-vis other networks, stations and other media owned by Licensee and its Affiliates (i) without the intent by Licensee to adversely affect the overall combined level of Program Royalties (including Incentive Fees, if any) and Telefutura Royalties (the "Royalties") payable to Licensor hereunder, and (ii) with a demonstrable business purpose (other than to adversely affect the Royalties payable to Licensor hereunder).

        (c)  Licensee shall not broadcast any First-Run Program (other than news) on either of the Networks or the Telefutura Network between the hours of 1:00 a.m. and 9:00 a.m. unless

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Licensee reasonably believes that it is commercially reasonable to broadcast such program during such period.

        1.2  For purposes of this Agreement only:

        (a)  "Programs" means

        (i)    programs initially produced in the Spanish language or programs with Spanish subtitles, produced by third parties or co-produced by Venevision with third parties to which Venevision owns sole television broadcast rights in the Territory (and which is not a Co-Produced Program (as defined below));

        (ii)  all television programs in the Spanish language or programs with Spanish subtitles, previously produced directly or indirectly by or for Venevision and to be produced directly or indirectly by or for Venevision for broadcast at any time to which Venevision or Licensor owns television broadcast rights in the Territory and which are available for broadcast including, without limitation, in the following categories: novelas, musicals, variety shows, situation comedies, game shows, talk shows, children's shows, news shows, cultural and educational programs, and sports programs; and

        (iii)  movies produced by Venevision and for which Venevision or Licensor owns the television broadcast rights in the Territory, from and after the time that such movies become available for free television broadcast in the Territory.

Each Program shall be available for license to Licensee in the Territory pursuant to the terms of this Agreement upon the first to occur of (x) the date when such Program is initially broadcast by Venevision or (y) the date when such Program is first made available for broadcast by any third party.

        Except as provided in the following paragraph, if Licensor or Venevision shall produce directly or indirectly any Spanish Language or Spanish subtitled programming for broadcast in the Territory it shall be deemed a Program subject to the terms and conditions of this Agreement.

        (b)  The term "Programs" does not include Special Programs (other than Venevision Produced U.S. Special Programs) or Co-Produced Programs (each as defined below).

        (c)  "Co-Produced Programs" means programs originally produced for broadcast in the Spanish language or with Spanish subtitles, previously produced, or to be produced, by Venevision for broadcast pursuant to co-production agreements with unaffiliated third parties or produced by unaffiliated third parties (in each case, other than any co-production agreements directly or indirectly with any broadcaster in and to the Territory):

        (i)    under which Venevision does not own the right to permit the broadcast of such program in the Territory and/or

        (ii)  under which Venevision is required to share with such third parties the revenue derived from the broadcast of such program in the Territory.

No program that would otherwise be a Program under Section 1.2(a)(ii) shall become a Co-Produced Program solely because Venevision or Licensor licenses or sells distribution rights in the Territory prior to or during production of such program and neither Venevision nor Licensor shall enter into any agreement to the contrary.

        In order for a program to be a Co-Produced Program, some material property right underlying such program must be provided by such unaffiliated third party described above and such unaffiliated third party must participate in the development and production of the Program in exchange for such third party's distribution rights in the Territory or participation in distribution revenues from the Territory.

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        If Venevision intends to enter into an agreement or arrangement with respect to a program that it believes will be a Co-Produced Program under this Agreement, Venevision will provide UCI with written notification of such intention at least 10 business days prior to entering into any such agreement or arrangement, along with the basis for Venevision's belief that such program should be characterized as a Co-Produced Program solely for the purpose of permitting UCI to monitor compliance by Venevision with the provisions contained herein relating to Co-Produced Programs, it being agreed that UCI and its Affiliates shall keep confidential such notice and the information contained therein, shall not use such notice or information for its own account and shall not contact or engage in discussions with any Person other than Venevision with respect to such agreement or arrangement.

        Subject to the following paragraph, nothing contained in this Agreement shall prevent Licensor or Venevision from licensing broadcast rights (in exchange for cash or in-kind services or property other than Programs) for territories other than the Territory to programs initially produced in the Spanish language or programs with Spanish language subtitles that are developed and produced in the Territory by unaffiliated third party producers located in the Territory, including broadcasters, provided that neither Licensor nor Venevision has participated in any way in the development or production of any such program.

        In the case of novelas, if Licensor or any of its Affiliates, (a) enters into an agreement or arrangement with respect to the co-production of a novela or (b) sells or transfers a novela script or format to any third party, and (x) Licensor or any Affiliate owns or obtains Venezuelan broadcast rights to such novela and (y) broadcast rights in the Territory exist during the Term, then Licensor must cause such novela to be a Program hereunder.

        Venevision agrees that it will use good faith efforts not to structure arrangements or agreements with respect to programs in a manner intended to cause such programs not to be considered Programs hereunder.

        (d)  "Affiliate" of a person means any person that directly or indirectly controls, is controlled by, or is under common control with the person in question. For the purposes of this definition, "control", when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Affiliate shall not mean any television station that has entered into an affiliation agreement with the Networks but is otherwise not an Affiliate of UCI, any Person that controls CVT, or any person under common control with, but not directly or indirectly controlled by, CVT.

        (e)  "broadcast" or "Network broadcast" means all electronic forms or other means now known or hereafter developed of transmission and re-transmission, including but not limited to, over-the-air television, cable television, low power television, multi-point distribution systems, wire, fiber optics, microwave, and satellite, except for purposes of delivery of the Programs pursuant to Section 3.

        (f)    "Galavision Network" means the Galavision Spanish language television network of affiliated cable television systems and other affiliated broadcast outlets broadcasting the Galavision Network in the Territory.

        (g)  "Networks" means the Univision Network and the Galavision Network.

        (h)  "Stations" means those television broadcast stations, cable television systems and other broadcast outlets (such cable television systems and other broadcast outlets being "Other Outlets") affiliated with the Networks that are now or hereafter directly or indirectly majority owned and operated by UCI or a direct or indirect subsidiary of UCI or with respect to which UCI or a direct or indirect subsidiary of UCI has the right to designate a majority of

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the board or similar governing body, and in each case, which broadcast in the Spanish language format.

        (i)    "Telefutura Network" means the Telefutura television network of affiliated television broadcast stations, cable television systems and other affiliated broadcast outlets broadcasting the Telefutura Network in the Territory to be launched by Licensee.

        (j)    "Telefutura Stations" means those television broadcast stations, cable television systems and other broadcast outlets (such cable television systems and other broadcast outlets being "Other Telefutura Outlets") affiliated with the Telefutura Network that are now or hereafter directly or indirectly majority owned and operated by UCI or a direct or indirect subsidiary of UCI or with respect to which UCI or a direct or indirect subsidiary of UCI has the right to designate a majority of the board or similar governing body.

        (k)  "Univision Network" means the Univision Spanish language television network of affiliated television broadcast stations, cable television systems and other affiliated broadcast outlets broadcasting the Univision Network in the Territory.

        1.3  Venevision and its Affiliates shall have the right and ability to, and to permit others to:

        (a)  transmit or retransmit via satellite which receives its signal from any earth station or other facility in Venezuela (or from a substitute or back-haul facility outside of Venezuela but serving Venezuela, so long as such signal is encrypted) to any television station in or cable system serving Venezuela, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or retransmissions may be incidentally viewed in the Territory;

        (b)  transmit or retransmit from any television station located in Venezuela any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or re-transmissions may be incidentally viewed in the Territory;

        (c)  transmit via satellite to any direct-to-home subscribers located outside the Territory any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions may be intercepted by unauthorized recipients in the Territory.

        (d)  transmit via the Internet (x) Venevision's national network evening news broadcast and up to a 15 minute sports program, both of which in the aggregate last no more than one hour per day, (y) religious service telecasts, and (z) charitable and non-commercial specials (e.g., telethons and presidential speeches).

        Notwithstanding the foregoing exceptions, neither Venevision nor its Affiliates shall consent to, and each shall use its commercially reasonable efforts to prohibit,

        (i)    the transmission or retransmission of such Programs by

        (x)  any television station in the Territory,

        (y)  any cable system in the Territory that is located beyond 35 miles from the community of license of any transmitting television station in Venezuela transmitting the Programs (any such cable transmission or re-transmission within such 35 mile limit being hereby expressly permitted) or

        (z)  any other means of broadcasting in or into the Territory, and

        (ii)  the sale of any direct-to-home or similar services, or any mechanical device, authorization code or other access devices, to persons located in the Territory for the purpose of receiving Programs in contravention of this Section 1.3.

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        To the extent that Venevision has the right to transmit or retransmit under clause (b) and (d) above, Venevision shall have the right to market and promote and otherwise generate revenues (including, but not limited to, the sale of advertising time) attributable to the ability of viewers in the Territory to receive Programs contained in such transmissions. Venevision and Licensee acknowledge and agree that this Section 1.3 is intended solely to ensure that Venevision will not be in violation of this Agreement merely because transmissions or retransmissions from stations located in Venezuela or transmissions or retransmissions from satellite signals intended for television stations, cable systems or direct-to-home subscribers outside the Territory, and over the Internet as provided above, may be incidentally viewed by unauthorized recipients in the Territory, and is not intended to give Venevision any right to broadcast, or license others to broadcast, Programs intended for viewing or which may be viewed in the Territory other than in accordance with the other provisions of this Agreement.

        2.    Notification, Acceptance and Licensing of Programming.    Not less than once in each calendar quarter during the term of this Agreement, Licensor will deliver a written notice (an "Availability Notice") to Licensee specifying all Programs which (a) have become available for license by Licensee since the delivery of the preceding Availability Notice or (b) may no longer be available to Licensee for license hereunder. Upon the request of Licensee, Licensor shall deliver to Licensee whatever materials are reasonably available with respect to any Program available for license, at Licensee's expense to the extent Licensee requests more than a videotape pilot or representative episode with respect to a new Program. If Licensee desires to license any Programs, it shall notify Licensor of its acceptance in writing (an "Acceptance") at any time. Such Acceptance shall specify the name of the Accepted Program and such other information as may reasonably be requested by Licensor. An Acceptance shall constitute the acceptance of the license by Licensee of the Program(s) and upon receipt by Licensor of such Acceptance, the Program(s) covered by each such Acceptance shall without further action be automatically licensed to Licensee on the terms and conditions of this Agreement and be an "Accepted Program".

        3.    Delivery, Expenses And Use Of Programs.

        3.1  Following Licensee's sending an Acceptance Notice with respect to a Program pursuant to Section 2 of this Agreement, Licensor shall deliver to Licensee, at Licensee's expense, a visual and aural reproduction of each such Program either (at Licensee's election and subject to Licensor's reasonable ability to comply with such election) via satellite (at Licensee's risk of loss if delivery via satellite is requested less than 48 hours in advance of scheduled broadcast) or on such form of video tape, disc or other device as reasonably requested by Licensee, formatted and suitable for broadcast in the Territory as reasonably requested by Licensee in accordance with its broadcast standards and practices, as soon as available. Programs will be deemed delivered by Licensor when transmitted to the satellite, when actually received if shipped by freight, or when made available through permission to re-transmit the signal of an affiliate of Licensee.

        3.2  Licensee agrees that as soon as practicable following receipt of delivery of any Program via satellite or on video tape, disc or other device, it will examine such delivery to determine whether it is physically suitable for broadcast and notify Licensor immediately upon detecting any defect rendering such delivery unsuitable for broadcast. In such cases, Licensor shall promptly re-deliver such Program at its own expense either (at Licensee's election) via satellite or on a physically suitable videotape, disc or other device designated by Licensee.

        3.3  Licensee agrees to return to Licensor each video tape, disc or other device of a Program delivered by Licensor on the reels and in the containers in which it was shipped, in the same condition as received, reasonable wear and tear through proper use excepted, as soon as practicable after Licensee and its subsidiaries has made all broadcasts of such Program that it plans to make within the next 12 months. Licensee shall pay all costs of returning the videotapes, discs or other devices to Licensor. Should Licensor request that the video tape, disc or other

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device be sent to a location other than Licensor's warehouse, Licensor will bear responsibility for shipping costs above those which would have been applicable for shipping to Licensor's warehouse. Licensor agrees to re-deliver to Licensee any Program previously returned to Licensor that Licensee or any subsidiary of Licensee desires to re-broadcast during the Term.

        3.4  The videotapes, discs or other devices shall at all times remain the property of Licensor subject to Licensee's rights as herein provided. The risk of loss, damage, destruction or disappearance of any tape shall be borne by Licensee from the time of delivery to Licensee until the return thereof to Licensor or Licensor's designee and as to any video tape, disc or other device or part thereof lost, stolen, destroyed or damaged after delivery to Licensee and before the return thereof, Licensee shall pay Licensor the cost of replacement thereof, which payment shall be limited to the cost of replacing the raw video tape, disc or other device.

        3.5  Except as provided herein, Licensee will not, and will not authorize others to, copy, duplicate or re-license any Program unless necessary for Licensee's or its Affiliates own exploitation of broadcast rights as permitted hereunder. Any duplicate or copy of any part of the Program (including trailers) made by Licensee for its own purposes will be erased following all anticipated broadcasts as permitted hereunder of the Program within the next 12 months. Upon receipt of written request from Licensor, an officer of Licensee shall certify in writing the destruction of all such copies.

        3.6  Licensor will furnish to Licensee glossy prints of still photos, synopses, cast lists and all other promotional material for the promotion and exploitation of the Programs, if available. Licensor grants (and will cause its Affiliates to grant) to Licensee and its Affiliates the right to use and license others to use Licensor's name and, unless Licensee is advised by Licensor that the rights of Licensor are limited (in which case, to the extent not limited), to use and license others to use the name and likeness of, and biographical material concerning, each star, featured performer, writer, director and producer in the Programs and the titles of each Program and fictitious persons and locales therein, for advertising and publicity, of the Programs, and any broadcaster or sponsor thereof, but not for direct endorsement of any product or service, provided that any such use will protect the copyrights of Licensor. To the extent available to Licensor or its Affiliates after reasonable efforts, Licensor will furnish Licensee with music cue sheets for the Programs and the information necessary for administration of rights payments and compliance with Section 507 of the Federal Communications Act of 1934, as amended concerning broadcast matter and disclosures required thereunder, insofar as that Section applies to Persons furnishing program material for television broadcasting ("Section 507"). Subject to the foregoing and subject to Licensor's reasonable prior approval, Licensee shall have the right to produce its own promotional material for or from the Programs. Venevision shall permit Venevision's proprietary artists to appear on or for Licensee or its Affiliates for promotional or programming purposes at mutually agreeable times (which agreement shall not be unreasonably withheld), at Licensee's expense, it being agreed that Venevision may not be able to require an artist to appear, all requests to and contacts with artists shall be made though a Venevision representative designated by Venevision, and Venevision shall not be required to approve any appearance which would interfere in any material respect with Venevision's operations or productions.

        3.7  Except as provided in Section 3.8 below, Licensee agrees to include in its broadcast of Programs all copyright notices and all credits made part of each Program including but not limited to stars, directors, producers and writers.

        3.8  

        (a)  When requested by Licensee, Licensor in consultation with Licensee shall edit episodes of Programs in order to (i) end novelas by creating recaps on a limited basis to cause the final episode to be broadcast at strategically competitive times (i.e., Thursday and Friday)

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and (ii) reduce the length of credits so that the opening credits are no longer than 90 seconds in length and closing credits are no longer than 30 seconds in length.

        (b)  Licensee shall have the right to edit and make changes, additions and deletions to Programs in order to (i) eliminate internal credits when episodes of a Program air back-to-back, (ii) adjust Program length to standard U.S. format lengths (i.e., 30-60-90-120 minute lengths) by changing starts or finishes (with other desired edits for such purpose to be provided under paragraph (a) above), (iii) insert commercials during natural breaks in the Program and (iv) comply with applicable government rules and regulations, including FCC regulations and Licensee's generally applicable broadcast standards and practices from time to time in effect.

        (c)  When requested by Licensee, Licensor in consultation with Licensee may (in its discretion which must be reasonably exercised) edit episodes of Programs in order to (i) eliminate or consolidate episodes that contain more than 15 minutes of recap material, (ii) eliminate any material that is not relevant to U.S. Hispanic audiences (i.e., phone numbers, addresses, contest rules, etc.) and (iii) facilitate wind-up of cancelled Programs.

        (d)  When requested by Licensee, Licensor in consultation with Licensee may (in Licensor's sole discretion) edit episodes of Programs in order to (i) eliminate storylines and segments in good faith deemed by Licensee to be undesirable or unacceptable to U.S. audiences and (ii) reformat Programs to a maximum of 2 hours per episode.

The editing rights hereunder shall be subject to applicable law and applicable contractual rights of unaffiliated third parties of which Licensor informs Licensee in writing at the time of delivery to Licensee of such Program (provided that Licensor agrees to use (and to cause its Affiliates to use) good faith efforts not to permit to exist any such contractual restrictions). Licensee will pay for editing performed by Licensor at Licensor's incremental cost.

        3.9  Subject to Section 6.1 and Licensee's remedies for a breach thereof, Licensor may, at its sole and absolute discretion, withdraw any Program and terminate any license with respect to such Program if Licensor reasonably determines that the broadcast thereof is likely to: (i) infringe the rights of third parties, (ii) violate any law, court order, governmental regulation or ruling of any governmental agency, (iii) otherwise subject the Licensor to any material liability. In addition Licensor reserves the right to withdraw any Program prior to the conclusion of the applicable Broadcast Period if, for any reason, the Program is no longer being produced by or available to Venevision. In the event of any such withdrawal or termination, Licensor shall give Licensee as much notice as possible, and the parties shall have no obligations to each other with regard to Programs not produced, subject to Section 6.1 and Licensee's remedies for a breach thereof.

        3.10 Notwithstanding anything herein to the contrary, any incremental cost or expense of Licensor relating to this Section 3 that would not have been applicable prior to the Restatement Date, shall be borne by Licensee.

        4.    Royalties and License Fees.

        4.1  

        (a)  Licensee shall pay Licensor a royalty (the "Program Royalty") in cash for the Programs offered to it an aggregate amount equal to 5.5% of combined net time sales (as defined in the Amended and Restated Program License Agreement) for the period commencing on October 1, 1996 and ending on December 31, 1996, 6.75% of combined net time sales (as defined in the Amended and Restated Program License Agreement) for the period commencing on January 1, 1997 and ending on December 31, 1997, 7.5% of combined net time sales (as defined in the Amended and Restated Program License Agreement) for the

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period commencing on January 1, 1998 and ending on December 31, 2001, and for the year commencing on January 1, 2002, and for each year thereafter, 7.5% of Combined Net Time Sales (as defined below) plus, to the extent applicable, "Incentive Fees" consisting of either, (x) if Programs licensed to the Networks and the Stations deliver at least 30.0% and up to 37.5% of Gross Rating Points on the Networks in such year, an amount equal to 1% of Excess Time Sales for such year, (y) if Programs licensed to the Networks and the Stations deliver at least 37.6% and up to 45.0% of Gross Rating Points on the Networks in such year, an amount equal to 2% (non-cumulative) of Excess Time Sales for such year or (z) if Programs licensed to the Networks and the Stations deliver more than 45.0% of Gross Rating Points on the Networks in such year, an amount equal to 3% (non-cumulative) of Excess Time Sales for such year (it being understood that non cumulative means that Incentive Fees in any year shall be paid, if at all, under only one of clause (x), (y) or (z) above, as applicable), on the full amount, if any, of Excess Time Sales for such year).

        (b)  For each year commencing on or after January 1, 2002 Licensee shall pay Licensor a royalty (the "Telefutura Royalty") in cash for the Programs offered to it, an annual amount for each year equal to 30% of Telefutura Net Time Sales for such year multiplied by a fraction, (x) the numerator of which is the aggregate Gross Rating Points delivered by Programs licensed from Licensor and broadcast on the Telefutura Network in such year and (y) the denominator of which is the aggregate of all Gross Rating Points received by the Telefutura Network in such year.+

        (c)  For purposes of this Agreement only:

        (i)    "Combined Net Time Sales" means all time sales by the Networks and the Stations (and with respect to Other Outlets, to the extent solely related to the Networks), including barter and trade and television subscription revenue (including, without limitation, satellite subscription revenue), less, to the extent related to the Stations and the Networks, without duplication), (i) advertising commissions, (ii) Special Event Revenue (iii) music license fees, (iv) outside affiliate compensation, (v) time sales relating to advertising sold to Televisa or provided to Venevision as contemplated by Section 22(b)(i) of this Agreement and the Televisa Agreement and included in times sales (vi) taxes (other than withholding taxes) paid by Licensee pursuant to Section 4.5 hereof and similar taxes paid by the Stations, calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Unless otherwise agreed in writing between the parties, barter and trade sales shall be valued at the fair market value of the goods or services received by the Networks or the Stations.

        (ii)  "Excess Time Sales" means for any year, commencing calendar year 2002, the excess of the Combined Net Time Sales for the Stations and the Networks for such year over 2001 Adjusted Combined Net Time Sales.

        (iii)  "GNP Implicit Price Deflator" means the "implicit price deflator, GNP" as published by the U.S. Bureau of Economic Analysis or any replacement index agreed upon by Licensee and Licensor if the "implicit price deflator, GNP" is no longer published.

        (iv)  "Gross Rating Points" means gross rating points by households as reported by A.C Nielson.

        (v)  "Telefutura Net Time Sales" means all time sales in any year with respect to the Telefutura Network and the Telefutura Stations (and with respect to Other Telefutura Outlets, to the extent solely related to the Telefutura Network), including barter and trade and television subscription revenue (including, without limitation, satellite

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subscription revenue), less, to the extent related to the Telefutura Network and Telefutura Stations (i) advertising commissions, (ii) music license fees, (iii) outside affiliate compensation, (iv) time sales relating to advertising sold to Televisa or provided to Venevision as contemplated by Section 22(b)(i) of this Agreement and the Televisa Agreement and included in time sales, (v) taxes (other than withholding taxes) paid by Licensee pursuant to Section 4.5 hereof, calculated in accordance with GAAP.

        (vi)  "2001 Adjusted Combined Net Time Sales" means Combined Net Time Sales for the Stations and the Networks for calendar year 2001 adjusted by the percentage increase in the GNP Implicit Price Deflator, from December 31, 2001 to the last day of the year for which Excess Times Sales are being determined.

        4.2  Notwithstanding Section 4.1 above, to the extent from time to time specified in a writing signed by both Licensor and Televisa and delivered to Licensee, the amounts of the Program Royalties (but not Incentive Fees) payable in accordance with Section 4.1(a) of this Agreement and the Televisa Agreement (without giving effect to any payment based upon Excess Time Sales) may be changed by Licensor and Televisa, so long as the aggregate of the amounts of such Program Royalties (other than Program Royalties based upon Excess Time Sales) under this Agreement and the Televisa Agreement does not exceed for any period 15% of Combined Net Times Sales. Licensor and Televisa shall not deliver such a writing more than twice a year.

        4.3  Program Royalties and Telefutura Royalties shall be paid currently on a monthly basis on the twelfth business day after the end of each month in a single payment to Licensor based upon the parties' good faith best estimate at such time of the amounts accrued. Appropriate adjustment (the "Adjustment") will be made to Program Royalties and Telefutura Royalties on a quarterly basis within 45 days after the end of each quarter, and the full amount thereof shall be paid or credited, as the case may be, with the next monthly payment of Program Royalties or Telefutura Royalties for any difference between the amounts so paid and those finally determined to have accrued. In all cases, the calculation of the Adjustment will be made as promptly as practicable by Licensee, and in the event of any disputes the determination shall be made by a nationally recognized independent certified public accounting firm mutually selected by Licensor and Licensee (or, if they fail to designate such a firm within 10 days after written notice of a dispute, by such firm designated by the President of the American Arbitration Association (or his designee)), whose determination will be final and binding upon the parties. The fees and expenses of such firm shall be paid one-half by Licensor and one-half by Licensee, unless such firm determines it would be more equitable to otherwise allocate such fees and expenses.

        4.4  All payments made pursuant to this section shall be in cash in U.S. currency with accompanying back-up information in reasonable detail of Combined Net Time Sales, Telefutura Net Time Sales and Gross Rating Points, in each case, for the applicable period. Such payments shall be calculated as provided above regardless of the amount of Programs licensed hereunder or whether any such Programs are broadcast. In order to assure compliance with the terms of this Agreement, Licensor shall have the right to receive once each year a certificate from Licensee's independent certified public accounting firm, which certificate shall attest to the combined net time sales for the year. Licensee shall pay for the preparation of such certificate and its delivery to Licensor. Licensor may request additional certificates and services either from Licensee's accounting firm or from a firm of certified public accountants chosen by Licensor. The fees and expenses of the certified public accountants providing such additional certificates and performing such additional services pursuant to this Section 4.4 shall be paid by Licensor, unless such verification results in an adjustment in Licensor's favor equal or greater than 5% of the amount originally computed by Licensee, in which case such fee will be paid by Licensee. Licensee agrees to provide any certified public accountants designated by Licensor with access to all business records of Licensor related to the computation of Combined Net Time Sales or Telefutura Net

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Time Sales, as applicable. Licensor agrees to maintain the confidentiality of all information learned from Licensee in connection with the performance of this Agreement, other than information (i) which becomes public (unless it becomes public because of a breach of this covenant by Licensor), (ii) which otherwise becomes known to Licensor (unless Licensor knows that the information has been disclosed in violation of a confidentiality agreement with Licensee), or (iii) which Licensor is required by law, order or administrative law request or by stock exchange rule or regulation to divulge.

        4.5  Any and all sums payable on account of sales, use or other similar taxes arising out of or relating to the licensing or exhibition by Licensee of the Programs, in addition to any personal property or other tax assessed or levied by any governmental unit arising out of or relating to the storage or possession of the Programs thereof by Licensee shall be paid by Licensee.

        4.6  Licensee may deduct and withhold from any payment to or for the account of Licensor with respect to the Program Royalties or Telefutura Royalties such amounts as it in good faith determines it is required to withhold with respect to such payment under applicable United States and state tax withholding laws, and shall promptly remit such amounts to the appropriate taxing authority. Within 30 days of any such remittance Licensee shall furnish to Licensor the original or certified copy of a receipt evidencing payment, or other evidence of payment reasonably satisfactory to Licensor. If Licensor has timely filed with Licensee a duly completed Form W-8BEN, W-8ICI or W-9, of the Internal Revenue Service (or successor form thereto) or has complied with applicable procedures under state law, entitling it to exemption from, or a reduced rate of, withholding under the applicable law or regulations, the amount withheld shall be accordingly limited. Licensee shall cooperate in any reasonable manner requested by Licensor to minimize Licensor's withholding tax liability.

        4.7  If Licensee is more than 30 days late in paying any amount due to Licensor under this Section 4, such late amounts shall thereafter bear interest at a rate equal to LIBOR plus 5%, plus any applicable withholding.

        5.Special Programs and Co-Produced Programs.    

        5.1  For purposes of this Agreement:

        (a)  "Special Programs" means special programs such as the World Cup, other sporting events, political conventions, election coverage, parades, pageants, special variety shows and other non-episodic and non-continuing shows.

        (b)  "Non-Venevision-Produced Special Programs" means Special Programs not produced directly or indirectly by or for Venevision.

        (c)  "Venevision-Produced U.S. Special Programs" means Venevision-Produced Special Programs for which Licensor has adequate rights to license such Special Programs to Licensee under the terms of this Agreement.

        (d)  "Venevision-Produced Non-U.S. Special Programs" means Venevision-Produced Special Programs for which Licensor does not have adequate rights to license such Special Programs to Licensee under the terms of this Agreement.

        (e)  "Venevision-Produced Special Programs" means Special Programs directly or indirectly produced by or for Venevision.

        (f)    "Special Event Revenue" means net time sales for Non-Venevision-Produced Special Programs and Non-Televisa-Produced Special Programs as defined in the Televisa Agreement broadcast by Licensee on either Network.

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        5.2  Licensor shall use its best efforts, and shall cause its Affiliates to use their best efforts, to coordinate its Non-Venevision-Produced Special Program acquisitions with those of Licensee, so as to permit Licensee to participate therein and to acquire rights in the Territory to such programs on an advantageous basis and on terms satisfactory to Licensee; provided, however, that the obligation to use "best efforts" shall not be interpreted to include any obligation of Licensor or its Affiliates to expend additional money to permit Licensee's participation or to acquire rights on an advantageous basis.

        5.3  Venevision-Produced U.S. Special Programs shall be "Programs" for all purposes of this Agreement.

        5.4  At the request of Licensee, Licensor shall use its best efforts, and shall cause its Affiliates to use their best efforts, to acquire broadcast rights in the Territory on terms satisfactory to Licensee for Venevision-Produced Non-U.S. Special Programs and any Co-Produced Program that falls within clause (i) (but not clause (ii)) of the definition of "Co-Produced Program" in Section 1.2(c); provided, however, that the obligation to use its "best efforts" shall not be interpreted to include any obligation of Licensor to expend additional money, except to the extent reimbursed by the "Special Event Fee" (as defined below). Such programs accepted by Licensee shall be licensed hereunder to Licensee for the Program Royalty plus a fee (the "Special Event Fee") in the amount of the cost to Licensor of the acquisition of broadcast rights in the Territory to such program, such costs to be determined by the parties in good faith based on the portion of the total amount paid by Licensor for broadcast rights that is reasonably allocated to the acquisition of broadcast rights in the Territory.

        5.5  Licensor shall offer Licensee in accordance with all applicable provisions of this Agreement all Co-Produced Programs that fall within clause (ii) of the definition of "Co-Produced Program" in Section 1.2(a) for which program Licensor has or can obtain adequate rights and licensing authority to offer such programs to Licensee in compliance with the terms and conditions of this Agreement, except that the Program Royalty specified in Section 4.1(a) hereof shall not include the license fee for Co-Produced Programs. Compensation to Licensor for all Co-Produced Programs accepted by Licensee shall be computed and paid in accordance with such terms as the parties may mutually agree in writing. If the parties are unable to agree on the royalty for any Co-Produced Program within 10 days after such program is offered by Licensor, such program may be sold to others in the Territory, so long as Licensor in good faith determines that the terms and conditions applicable to such sale are more favorable to the Licensor than those offered by the Licensee in writing within such 10-day period.

        6.    Representations and Warranties of Licensor.

        6.1  Licensor hereby agrees, warrants and represents as follows:

        (a)  Licensor is free to enter into and fully perform this Agreement;

        (b)  Licensor has or will have the right to grant to Licensee the broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties;

        (c)  There are no and will not be any pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that conflict with the broadcast rights granted hereunder to such Programs in the Territory;

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        (d)  Licensor has paid or will pay all compensation, residuals, reuse fees, synchronization royalties, and other payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee to any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; provided, however, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; provided, further, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (or any successor or similar entity in the United States) or is in the public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and no additional clearance or payment is required for such broadcast;

        (e)  The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements;

        (f)    Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe on any rights of any third party, including but not limited to copyright, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or "moral rights" (to the extent such moral rights are recognized by U.S. law);

        (g)  Except to the extent expressly permitted by this Agreement, Licensor has not and will not grant or license to others, and will not itself exercise, any rights to broadcast any Program in or to the Territory, including, but not limited to, by way of any broadcast over the radio of any audio portion of any Accepted Program that is a novela in the Territory (other than spill-over from Licensor's border radio stations).

        (h)  Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program;

        (i)    To the extent Section 507 (as defined in Section 3.6 above) is applicable, no Accepted Program includes or will include any matter for which any money, service or other valuable consideration is directly or indirectly paid or promised to Licensor by a third party, or accepted from or charged to a third party by Licensor, unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and

12

        (j)    For purposes of this Section 6.1 only, "Accepted Programs" shall be deemed to include Venevision Produced U.S. Special Programs to the extent broadcast by Licensee.

        6.2  Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in any additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if canceled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee.

        7.    Indemnification.

        7.1  Licensor agrees to hold Licensee, its partners, the partners of any partnership that is a partner of Licensee, officers, employees, and agents and the shareholders, officers, directors, employees and agents of the partners or any corporation or partnership that is a partner of Licensee (collectively the "Licensee Indemnitees"), harmless, from any claims, deficiencies, assessments, liabilities, losses, damages, expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively "Losses") which any Licensee Indemnitee may suffer by reason of Licensor's breach of, or non-compliance with, any covenant or provision herein contained or the inaccuracy of any warranty or representation made in this Agreement and any such damages shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to Licensee on account of Licensee's payment of such claim; (ii) insurance proceeds which Licensee has or will receive in connection with such claim, and (iii) any recovery from third parties in connection with such claim; provided, however, that Licensor shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if Licensee provides Licensor with an undertaking to reimburse Licensor for the amount of any such claim ultimately received; and provided, further, that Licensee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensor is subrogated (in form and substance satisfactory to Licensor) to Licensee claims in respect of such insurance or third parties.

        7.2  Licensee agrees to indemnify Licensor, its direct and indirect shareholders and all officers, directors, employees and agents of any of the foregoing (the "Licensor Indemnitees") against and hold the Licensor Indemnitees harmless from any and all Losses incurred or suffered by any Licensor Indemnitee arising out of a breach by Licensee of the representations, warranties, covenants or agreements made or to be performed by it pursuant hereto, or arising out of any program or commercial material (apart from the Programs) furnished by Licensee and any such damages shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to Licensor on account of Licensor's payment of such claim; (ii) insurance proceeds which Licensor has or will receive in connection with such claim, and (iii) any recovery from third parties in connection with such claim; provided, however, that Licensee shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if Licensor provides Licensee with an undertaking to reimburse Licensee for the amount of any such claim ultimately received; and provided, further, that Licensor shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensee is subrogated (in form and substance satisfactory to Licensee) to Licensor claims in respect of such insurance or third parties.

        7.3  The following procedures shall govern all claims for indemnification made under any provision of this Agreement. A written notice (an "Indemnification Notice") with respect to any claim for indemnification shall be given by the party seeking indemnification (the "Indemnitee") to

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the party from which indemnification is sought (the "Indemnitor") within thirty (30) days of the discovery by the Indemnitee of such claim which Indemnification Notice shall set forth the facts relating to such claim then known to the Indemnitee (provided that failure to give such Indemnification Notice as aforesaid shall not release the Indemnitor from its indemnification obligations hereunder unless and to the extent the Indemnitor has been prejudiced thereby). The party receiving an Indemnification Notice shall send a written response to the party seeking indemnification stating whether it agrees with or rejects such claim in whole or in part. Failure to give such response within ninety (90) days after receipt of the Indemnification Notice shall be conclusively deemed to constitute acknowledgment of the validity of such claim. If any such claim shall arise by reason of any claim made by third parties, the Indemnitor shall have the right, upon written notice to Indemnitee within 30 days after receipt of the Indemnification Notice, to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to Indemnitee, at Indemnitor's expense, and the Indemnitee shall have the right, at its own expense, to employ counsel to represent it; provided, however, that if any action shall include both the Indemnitor and the Indemnitee and there is a conflict of interest because of the availability of different or additional defenses to the Indemnitee, the Indemnitee shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the Indemnitor's expense. The Indemnitee shall cooperate fully to make available to the Indemnitor all pertinent information under the Indemnitee's control as to the claim and shall make appropriate personnel available for any discovery, trial or appeal. If the Indemnitor does not elect to undertake the defense as set forth above, the Indemnitee shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnitor; provided, however, the Indemnitee shall not settle or compromise any claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor may settle any claim at any time at its expense, so long as such settlement includes as an unconditional term thereof the giving by the claimant of a release of the Indemnitee from all liability with respect to such claim.

        8.    Term.    The term of this Agreement (the "Term") shall be until December 17, 2017. Any license in effect for any Program at the end of the Term shall continue through the Broadcast Period for such applicable Program, with no right of re-license or extension at the end thereof,and all of the rights and obligations of the parties under this Agreement with respect to such license will continue through the Broadcast Period for such Program, it being agreed that the parties shall enter into mutually satisfactory royalty arrangements with respect to the Broadcast Period following the termination of this Agreement in order to compensate Licensor for the use of Programs during such period and, if the parties are unable to agree upon such royalty arrangements, the amount thereof shall be determined based on prevailing market conditions. For Programs that commence broadcast on the Networks or the Telefutura Network in the final year of the Term, Licensee must commence the broadcast of the Program on one of such networks over at least 70% of such network's coverage (as determined by the number of Hispanic television households potentially reached by the applicable network) and shall continue to broadcast the Program without substantial interruption over such minimum of 70% network coverage until the conclusion of the Broadcast Period for such Program.

        For purposes of this Agreement only:

        (a)  "Broadcast Period" means

        (i)    for novelas or other Programs with a plot line continuing through more than one episode, the time necessary to broadcast all episodes on a continuing basis without substantial interruption and

        (ii)  for all other programs (excluding one-program shows), (x) for weekly programs, the time period necessary to broadcast 26 episodes of the Program without substantial

14

interruption, which under normal circumstances is expected to be 26 continuous weeks and (y) for daily programs (Monday through Friday), 26 weeks.

        (b)  "without substantial interruption" means that the Programs will be scheduled and run on a continuing periodic basis except for occasional network preemption to accommodate one-time specials or programs which, because of their nature or timeliness or because of FCC Rules, must in Licensee's reasonable judgment be broadcast in lieu of the regularly scheduled Program.

        In addition this Agreement may be terminated by either party in the event that the other party (i) materially breaches its obligations hereunder and fails to cure such breach within 180 days of notice thereof (90 days for failure to pay the Program Royalty or Telefutura Royalty when due) by the party seeking termination (which notice shall describe the breach in reasonable detail); provided, however, that the inaccuracy of any of Licensor's representations and warranties contained in Section 6 hereof shall not be deemed to be a breach of its obligations for purposes of this Section 8 to the extent that Licensor satisfies its indemnification obligations with respect to such inaccuracy, or (ii) asserts Force Majeure under Section 9 as a relief from substantially all of its obligations hereunder for a period in excess of one year. Any notice of material breach referred to in (i) above shall concurrently be sent to the Managing Agents for any lenders providing financing to the Stations and the Networks, and the Managing Agents on behalf of such lenders shall have the right to cure such alleged material breach within such 90-day or 180-day cure period. Any notice of termination for Force Majeure pursuant to (ii) above shall concurrently be sent to such Managing Agents.

        9.    Force Majeure.    Neither party hereto shall be liable for or suffer any penalty or termination of rights hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by circumstances beyond the reasonable control of the party so failing or delaying, including but not limited to acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation (a "Force Majeure Event"). Each party shall promptly notify the other in writing of any such event of force majeure, the expected duration thereof, and its anticipated effect on the party affected and make reasonable efforts to remedy any such event, except that neither party shall be under any obligation to settle a labor dispute. If Licensor is prevented by a Force Majeure Event from delivering any Accepted Program to Licensee, the running of the time period for purposes of computing the applicable Broadcast Period for such Program shall be suspended and, if such Force Majeure Event prevents Licensor from delivering any substitute Programs to Licensee, then Licensee's obligations to pay the Program Royalty under Section 4.1 hereof shall be reduced (but not below zero) for the time period or periods so affected to the extent necessary to compensate Licensee for the cost of obtaining substitute programming. Any notice of Force Majeure sent pursuant to this Section 9 shall concurrently be sent to the Managing Agents referred to in Section 8 above.

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

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

        12.    Jurisdiction; Venue; Service of Process.    Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"),

15

with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as his or its agent to receive on behalf of him or it and his or its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 13. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        13.    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgment by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as set forth in Schedule 1 or to such other addresses as may be specified by like notice to the other parties.

        14.    Assignments.    Either of the parties may assign its rights hereunder and delegate its duties hereunder, in whole or in part, to an Affiliate capable to perform the assignor's obligations hereunder, and either of the parties may assign its rights hereunder and delegate its duties hereunder to any person or entity to which all or substantially all of such party's businesses and assets are pledged or transferred. No such assignment or delegation shall relieve any party of its obligations hereunder. Any such assignment or delegation authorized pursuant to this Section 14 shall be pursuant to a written agreement in form and substance reasonably satisfactory to the parties and to the Managing Agents referred to in Section 8 above. Except as otherwise expressly provided herein, neither this Agreement nor any rights, duties or obligations hereunder may be assigned or delegated by any of the parties, in whole or in part, whether voluntarily, by operation of law or otherwise; provided, however, that Licensor may assign, grant a security interest in or otherwise transfer its rights to payment hereunder in connection with one or more financings. Any attempted assignment or delegation in violation of this prohibition shall be null and void. Subject to the foregoing, all of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the successors and assigns of the parties. Nothing contained herein, express or implied, is intended to confer on any person other than the parties or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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

        16.    Further Assurances.    Each party hereto agrees to execute any and all additional documents and do all things and perform all acts necessary or proper to further effectuate on evidence this Agreement including any required filings with the U.S. Copyright Office.

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

        18.    Severability.    If any provision of this Agreement, or the application thereof, shall for any reason or to any extent be invalid or unenforceable, then the remainder of this Agreement and application of such provision to other persons or circumstances shall continue in full force and effect

16

and in no way be affected, impaired or invalidated; provided that the aggregate of all such provisions found to be invalid or unenforceable does not materially affect the benefits and obligations of the parties of the Agreement taken as a whole.

        19.    Specific Performance.    The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction pursuant to Section 12, this being in addition to any other remedy to which they are entitled at law or in equity.

        20.  [Intentionally omitted]

        21.    Participation Agreement.    All the terms and conditions of this Agreement shall at all times be subject to the terms and conditions of the Participation Agreement dated as of October 2, 1996 by and among UCI, A. Jerrold Perenchio, Grupo Televisa, S.A., Messrs. Gustavo A. Cisneros and Ricardo J. Cisneros and CVT, and if there is any inconsistency between any terms and conditions of this Agreement and the terms and conditions of the Participation Agreement, the Participation Agreement shall prevail.

        22.    Venevision Advertising.

        (a)  Advertising time on the Networks, the Stations and the Telefutura Network and the Telefutura Stations which is not sold to advertisers or used by Licensee or its subsidiaries for their own purposes will be made available without charge to Televisa, Venevision and their Affiliates. Other than as set forth in the following sentence, such time may be used for promotion or direct sale (i.e., telemarketing) of products or services now or hereafter owned or being provided by Televisa, Venevision or their Affiliates (including, without limitation, theatrical motion pictures produced or being distributed by any of them). Such time, however, will not be available for any product or service that is marketed primarily by telemarketing that was not owned or being provided by Televisa, Venevision or their Affiliates as of December 17, 1992, and provided, further, that such time may be preempted by Licensee or its subsidiaries to the extent that such time is to be sold to a paying advertiser; provided further, such time on the Telefutura Network and the Telefutura Stations shall be limited to no more than 30 seconds per hour for Televisa and its Affiliates and 30 seconds per hour for Venevision and its Affiliates.

        (b)  Venevision and its Affiliates will also (i) receive an aggregate of $5,000,000 per year in advertising and (ii) shall be permitted to purchase additional advertising time on the Univision Network, the Galavision Network and the Telefutura Network which cannot be preempted by Licensee or its Affiliates which time shall be valued at or sold for, as applicable, the lowest spot rate then being offered for a non-preemptable spot in the program during which such time is sold.

        (c)  Venevision may not, however, directly or indirectly make such free or purchased time available to Persons other than its Affiliates. All material provided for broadcast by Venevision shall comply with the quality standards for unaffiliated advertisers established by Licensee or its subsidiaries from time to time. The Board of Directors of Licensee, by a vote which includes, in addition to any other required vote of directors, the affirmative vote of a majority of the Class T Director(s) (so long as a Class T Voting Conversion (as defined in the Restated Certificate of Incorporation of UCI) has not occurred) or a majority of the Class V Director(s) (so long as a Class V Voting Conversion (as defined in the Restated Certificate of Incorporation of UCI) has not occurred, may make such rules in connection with the use of such time by Venevision and its Affiliates as it determines to be appropriate, including,

17

without limitation, rules for the fair allocation of such time between Venevision and Televisa and their respective Affiliates.

        23.    Univision Advertising.    Licensee and its controlled Affiliates will be entitled to an aggregate of $5,000,000 per year in advertising on Licensor's television networks which cannot be preempted by Licensor or its Affiliates which time shall be valued at the lowest spot rate then being offered for a non-preemptable spot in the program during which such time is sold. Licensee may not, however, directly or indirectly make such free time available to Persons other than its controlled Affiliates. All material provided for broadcast by Licensee or its controlled Affiliates shall comply with the quality standards for unaffiliated advertisers established by Licensor from time to time.

        24.    Internet.

        (a)  Notwithstanding anything to the contrary contained in this Agreement, for a period of five (5) years from the Restatement Date, except to the extent permitted by paragraphs (b) and (c) below, and after the fifth anniversary of the Restatement Date, except to the extent permitted by paragraphs (b) and (c) below, and except to the extent, if any, otherwise permitted by this Agreement (i) Licensee may not broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, any Program or any portion thereof over or by means of the internet, or similar systems, now existing or hereafter developed ("Internet") and (ii) Licensor may not broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, Programs covered by this Agreement (or any portion thereof) over or by means of the Internet.

        (b)  Licensor shall have the right to broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, over or by means of the Internet "clips" from Programs covered by this Agreement so long as (i) in the case of novelas, clips from any episode of a Program may not exceed 30 seconds in the aggregate in duration and no clips may be used which are from any of the last 5 chapters of any such novela or from any portion of any episode that reveals the resolution of any plot or conflict (provided that such restriction regarding final chapter clips and clips revealing plot or conflict resolution with respect to any novela shall not be applicable before 6 months prior to UCI's broadcast of such novela and UCI will give Licensor reasonable notice to enable Licensor to comply with this restriction), (ii) in the case of Programs (other than novelas and sports events) clips from any episode of a Program may not exceed 60 seconds in the aggregate in duration and (iii) in the case of sports events, clips are (a) to be carried with at least a 5 minute delay from the live event and (b) limited to highlights of such event of not more than 2 minutes per highlight clip and 10 minutes in the aggregate.

        (c)  To the extent appropriate technology exists or is hereafter developed so that video images through a streaming media or other similar application (hereinafter "streaming video") can be sold through the Internet on a subscription basis, then Licensor and its Affiliates may exploit, or permit others to exploit, outside the Territory the sale of Programs selected by Venevision (all such Programs being referred to as "Venevision Internet Content") via the Internet on a subscription basis only; provided that Venevision or such other person uses commercially reasonable efforts to prohibit reception of such Venevision Internet Content in Territory.

        (d)  After the fifth anniversary of the Restatement Date, unless the parties otherwise agree in writing, for the purposes of determining the rights of Licensor and its Affiliates with respect to the Internet, Section 1.3 of this Agreement shall revert to the provisions of Section 1.3 as in effect immediately prior to the date hereof as set forth on Exhibit A hereto, and no presumption shall be implied or created by the modification to Section 1.3 as of the date hereof, or the agreements and transactions entered into by Licensor and Licensee and

18

their respective Affiliates as of the date hereof, it being acknowledged and agreed that Licensor and Licensee disagree as to the rights of Licensor and its Affiliates under Section 1.3 as in effect prior to the Restatement Date and Licensor and Licensee and their respective Affiliates reserve all rights.

        IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.

VENEVISION INTERNATIONAL CORPORATION
By:	/s/  ALEJANDRO RIVERA
Title:	President
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
Title:	EVP

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Exhibit A

        1.3  Licensor and its Affiliates shall have the right and ability to, and to permit others to: (i) transmit or re-transmit in any electronic form or other means, from any television station in Venezuela, or via satellite which receives its signal from any earth station or other facility in Venezuela, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or re-transmissions may be viewed in the Territory, provided that neither Licensor nor its Affiliates consent to the re-transmission of such Programs by any television station in the Territory or by any cable system in the Territory; and (ii) market and promote and otherwise generate revenues (including, but not limited to the sale of advertising time) attributable to the ability of viewers in the Territory to receive such Programs.

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GUARANTY

        For and in consideration of the execution by UNIVISION COMMMUNICATIONS INC. ("Licensee") of that Amended and Restated Program License Agreement (the "License Agreement"), between Licensee and VENEVSION INTERNATIONAL CORPORATION. ("Licensor"), of even date herewith, CORPORACION VENEZOLANA DE TELEVISION, C.A. (VENEVISION) ("Guarantor") hereby agrees as follows:

1.

Guarantor confirms and joins in the representations and warranties made by Licensor in Section 6 of the License Agreement.

2.

Guarantor agrees that for the term of the License Agreement it will use commercially reasonable efforts to produce or acquire Programs for Licensor's use at least to the same extent including quality and quantity as Guarantor has in 1989, 1990 and 1991; provided nothing herein shall require Guarantor to produce any particular type or mix of programs.

3.

Guarantor guarantees the full performance by Licensor of all of its obligations under the License Agreement and further agrees to be bound, and cause its Affiliates to be bound, by the provisions of the License Agreement applicable to it or such Affiliates, as the case may be.

4.

Guarantor irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Guarantor irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Guarantor irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent's above address, and Guarantor irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, Guarantor consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to Licensor at its address specified in or pursuant to Section 13 of the License Agreement. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

5.

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

6.

Guarantor agrees that its obligations hereunder (the "Obligations") are irrevocable, absolute, independent, unconditional and continuing, and shall not be subject to any limitation, impairment or discharge for any reason, including any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than indefeasible performance in full of the Obligations. Guarantor hereby waives notice of acceptance of this guaranty, presentments, notices of default, nonpayment, partial payments and protest, all other notices or formalities, any right to require prosecution of collection or remedies against Licensor or any other person or entity or to pursue any other remedy in Licensee's power. Without limiting the generality of any other waiver or provision set forth herein, Guarantor hereby waives, to the maximum extent such waiver is permitted by law, any and all defenses arising directly or indirectly under any one or more of California Civil Code §§ 2808, 2809, 2810, 2815, 2819, 2839, 2849, 2850, 2899 and 3433. Guarantor

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agrees that one or more, and successive and/or concurrent, actions may be brought against it, either in the same action in which Licensor or any other person is sued on in separate actions and that the cessation of the liability of Licensor for any reason, other than full payment and performance of the Obligations, shall not in any way affect the liability of the undersigned hereunder.

The rights, powers and remedies given to Licensee by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Licensee by virtue of any statute or rule of law or in the License Agreement. Any forbearance or failure to exercise, or any delay by Licensee in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

In case any provision in or Obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdictions the validity, legality and enforceability of the remaining provisions or Obligations, or of such provision or Obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

This Guaranty is a continuing guaranty and shall be binding upon Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of Licensee and its successors and assigns.

To the extent Guarantor is guaranteeing payment obligations of Licensor under the terms of the License Agreement ("Payment Obligations"), this guaranty is a guaranty of payment when due and not of collectibility. Licensee may from time to time, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any limitation, impairment or discharge of Guarantor's liability hereunder, (i) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the obligations of Licensor or any agreement relating thereto; (ii) have stayed or enjoined, by order of court, by operation of law or otherwise, the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the obligations of Licensor or any agreement relating thereto; (iii) waive, amend or modify, or consent to departure from, any of the terms or provisions of the License Agreement; and (iv) omit or delay in doing any act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Obligations.

Guarantor hereby waives, for the benefit of the Licensee: (i) any defense arising by reason of the incapacity or lack of authority of Licensor; (ii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; and (iii) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of Guarantor's Obligations hereunder.

Until any Payment Obligations shall have been paid in full, Guarantor shall withhold exercise of any right of subrogation. Guarantor further agrees that, to the extent the withholding of its rights of subrogation as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against Licensor shall be junior and subordinate to any rights Licensee may have against Licensor.

In the event that all or any portion of any Payment Obligations are paid by Licensor, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Licensee as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Payment Obligations for all purposes under this Guaranty.

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7.

Guarantor shall not be liable for or suffer any penalty or termination of rights hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by circumstances beyond the reasonable control of Guarantor, including but not limited to acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation. Guarantor shall promptly notify Licensee in writing of any such event of force majeure, the expected duration thereof, and its anticipated effect on Licensee and make reasonable efforts to remedy any such event, except Guarantor shall be under no obligation to settle a labor dispute.

        IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.

		DATED:
			CORPORACION VENEZOLANA DE TELEVISION, C.A. (VENEVISION)
			By:
			By:	/s/  ALEJANDRO RIVERA
				Name:	Alejandro Rivera
				Title:	Attorney in Fact
Accepted and Agreed:
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
Its:	EVP

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Schedule 1

NOTICES

(i)	If to Licensee:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle Telecopier: (310) 556-3568
	with a copy to:
		O'Melveny & Myers 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop Telecopier: (310) 246-6779
(ii)		If to Licensor:
		c/o Venevision International, Inc. 550 Biltmore Way Coral Gables, Florida 33134 Attn: Alejandro Rivera Telecopier: (305) 445-9667
	with copies to:
		Venevision International, Inc. 550 Biltmore Way Coral Gables, Florida 33134 Attn: Eduardo Hernandez Telecopier: (305) 447-1389
	and
		Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, New York 10005 Attention: Robert S. O'Hara, Jr., Esq. Telecopier: (212) 530-5219

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Exhibit 10.6

Exhibit A
GUARANTY
NOTICES

EX-10.7

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Exhibit 10.7

SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT

        This SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT is entered into as of December 19, 2001 (the "Restatement Date") by and between Televisa Internacional, S.A. de C.V., a Mexican corporation, (hereinafter "Licensor") and Univision Communications Inc., a Delaware corporation ("Licensee" or "UCI"), and amends and restates that certain AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT (the "Amended and Restated Program License Agreement") made as of the 1st day of October, 1996 by and between Licensor and The Univision Network Limited Partnership, a Delaware limited partnership ("UNLP").

        WHEREAS, Licensor has or will have rights in the United States of America, including all territories and possessions thereof other than Puerto Rico (the "Territory"), to license certain television programs in the Spanish language or with Spanish subtitles produced by and to be produced by Televisa, S.A. de C.V. and other entities controlled by Grupo Televisa, S.A. ("GT") (GT and all of the companies it controls, including Televisa, S.A., and Licensor being hereinafter referred to collectively as "Televisa").

        WHEREAS, Licensee operates the Univision Network, the Galavision Network, the Stations, the Telefutura Network and the Telefutura Stations.

        WHEREAS Licensee desires to acquire the right to broadcast in the Territory over the Univision Network, the Galavision Network, and the Telefutura Network, programs produced, to be produced or otherwise marketed by Televisa and Licensor is willing to grant such a license upon the terms, provisions and conditions herein set forth.

        WHEREAS, Venevision International Corporation ("Venevision") is simultaneously herewith entering into a Second Amended and Restated Program License Agreement, dated as of the date hereof (the "Venevision Agreement"), with the Licensee to license certain television programming for broadcast in the Territory.

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

        1.    License of Programming.

        1.1  

        (a)  Pursuant to the terms and conditions hereof, Licensor hereby grants Licensee and its subsidiaries the exclusive license to broadcast in the Territory all Programs throughout the Term on the Univision Network, the Galavision Network, and the Telefutura Network.

        (b)  Licensee agrees that sales of advertising time on the Networks, the Stations, the Telefutura Network and the Telefutura Stations will be conducted and allocated on an arms-length basis vis-à-vis one another and vis-à-vis other networks, stations and other media owned by Licensee and its Affiliates.

        (c)  Licensee shall not broadcast any First-Run Program (other than news) on either of the Networks or the Telefutura Network between the hours of 1:00 a.m. and 9:00 a.m. unless Licensee reasonably believes that it is commercially reasonable to broadcast such program during such period.

        1.2  For purposes of this Agreement only:

        (a)  "Programs" means

          (i)  programs initially produced in the Spanish language or programs with Spanish subtitles, produced by third parties or co-produced by Televisa with third parties to which Televisa owns sole television broadcast rights in the Territory (and which is not a Co-Produced Program (as defined below));

        (ii)  all programs initially produced in the Spanish language or programs with Spanish subtitles, previously produced directly or indirectly by or for Televisa and to be produced directly or indirectly by or for Televisa for broadcast at any time to which Televisa owns television broadcast rights in the Territory and which are available for broadcast including, without limitation, in the following categories: novelas, musicals, variety shows, situation comedies, game shows, talk shows, children's shows, news shows, cultural and educational programs, and sports programs; and

        (iii)  movies produced by Televisa and for which Televisa owns the television broadcast rights in the Territory, from and after the time that such movies become available for free television broadcast in the Territory.

Each Program shall be available for license to Licensee in the Territory pursuant to the terms of this Agreement upon the first to occur of (x) the date when such Program is initially broadcast by Televisa or (y) the date when such Program is first made available for broadcast by any third party.

        Except as provided in the following paragraph, if Licensor or Televisa shall produce directly or indirectly any Spanish Language or Spanish subtitled programming for broadcast in the Territory it shall be deemed a Program subject to the terms and conditions of this Agreement.

        (b)  The term "Programs" does not include Special Programs (other than Televisa Produced U.S. Special Programs) or Co-Produced Programs (each as defined below).

        (c)  "Co-Produced Programs" means programs originally produced for broadcast in the Spanish language or with Spanish subtitles, previously produced, or to be produced, by Televisa for broadcast pursuant to co-production agreements with unaffiliated third parties or produced by unaffiliated third parties (in each case, other than any co-production agreements directly or indirectly with any broadcaster in and to the Territory):

          (i)  under which Televisa does not own the right to permit the broadcast of such program in the Territory and/or

        (ii)  under which Televisa is required to share with such third parties the revenue derived from the broadcast of such program in the Territory.

        No program that would otherwise be a Program under Section 1.2(a)(ii) shall become a Co-Produced Program solely because Televisa or Licensor licenses or sells distribution rights in the Territory prior to or during production of such program and neither Televisa nor Licensor shall enter into any agreement to the contrary.

        In order for a program to be a Co-Produced Program, some material property right underlying such program must be provided by such unaffiliated third party described above and such unaffiliated third party must participate in the development and production of the Program in exchange for such third party's distribution rights in the Territory or participation in distribution revenues from the Territory.

        If Televisa intends to enter into an agreement or arrangement with respect to a program that it believes will be a Co-Produced Program under this Agreement, Televisa will provide UCI with written notification of such intention at least 10 business days prior to entering into any such agreement or arrangement, along with the basis for Televisa's belief that such program should be characterized as a Co-Produced Program solely for the purpose of permitting UCI to monitor compliance by Televisa with the provisions contained herein relating to Co-Produced Programs, it being agreed that UCI and its Affiliates shall keep confidential such notice and the information contained therein, shall not use such notice or information for its own account and shall not contact or engage in discussions with any Person other than Televisa with respect to such agreement or arrangement.

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        Subject to the following paragraph, nothing contained in this Agreement shall prevent Licensor or Televisa from licensing broadcast rights (in exchange for cash or other in-kind services or property other than Programs) for territories other than the Territory to programs initially produced in the Spanish language or programs with Spanish language subtitles that are developed and produced in the Territory by unaffiliated third party producers located in the Territory, including broadcasters, provided that neither Licensor nor Televisa has participated in any way in the development or production of any such program.

        In the case of novelas, if Licensor or any of its Affiliates, (a) enters into an agreement or arrangement with respect to the co-production of a novela or (b) sells or transfers a novela script or format to any third party, and (x) Licensor or any Affiliate owns or obtains Mexican broadcast rights to such novela during the Term and (y) broadcast rights in the Territory exist during the Term, then Licensor must cause such novela to be a Program hereunder.

        Televisa agrees that it will use good faith efforts not to structure arrangements or agreements with respect to programs in a manner intended to cause such programs not to be considered Programs hereunder.

        (d)  "Affiliate" of a person means any person that directly or indirectly controls, is controlled by, or is under common control with the person in question. For the purposes of this definition, "control", when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Affiliate shall not mean any television station that has entered into an affiliation agreement with the Networks but is otherwise not an Affiliate of UCI, any Person that controls GT. or any person under common control with, but not directly or indirectly controlled by, GT.

        (e)  "broadcast" or "Network broadcast" means all electronic forms or other means now known or hereafter developed of transmission and re-transmission, including but not limited to over-the-air television, cable television, low power television, multi-point distribution systems, wire, fiber optics, microwave, and satellite, except for purposes of delivery of the Programs pursuant to Section 3.

        (f)    "Galavision Network" means the Galavision Spanish language television network of affiliated cable television systems and other affiliated broadcast outlets broadcasting the Galavision Network in the Territory.

        (g)  "Networks" means the Univision Network and the Galavision Network.

        (h)  "Stations" means those television broadcast stations, cable television systems and other broadcast outlets (such cable television systems and other broadcast outlets being "Other Outlets") affiliated with the Networks that are now or hereafter directly or indirectly majority owned and operated by UCI or a direct or indirect subsidiary of UCI or with respect to which UCI or a direct or indirect subsidiary of UCI has the right to designate a majority of the board or similar governing body, and in each case, which broadcast in the Spanish language format.

        (i)    "Telefutura Network" means the Telefutura television network of affiliated television broadcast stations, cable systems and other affiliated broadcast outlets broadcasting the Telefutura Network in the Territory, to be launched by Licensee.

        (j)    "Telefutura Stations" means those television broadcast stations, cable television systems and other broadcast outlets (such cable television systems and other broadcast outlets being "Other Telefutura Outlets") affiliated with the Telefutura Network that are now or hereafter directly or indirectly majority owned and operated by UCI or a direct or indirect

3

subsidiary of UCI or with respect to which UCI or a direct or indirect subsidiary of UCI has the right to designate a majority of the board or similar governing body.

        (k)  "Univision Network" means the Univision Spanish language television network of affiliated television broadcast stations, cable systems and other affiliated broadcast outlets broadcasting the Univision Network in the Territory.

        1.3  Licensor and its Affiliates shall have the right and ability to, and to permit others to:

        (a)  transmit or retransmit via satellite which receives its signal from any earth station or other facility in Mexico (or any substitute or back haul facility outside of Mexico but serving Mexico, so long as such signal is encrypted) to any television station in or cable system serving Mexico, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or retransmissions may be incidentally viewed in the Territory;

        (b)  transmit or retransmit from any television station located in Mexico any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or re-transmissions may be incidentally viewed in the Territory;

        (c)  transmit via satellite to any direct-to-home subscribers located outside the Territory, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions may be intercepted by unauthorized recipients in the Territory.

        (d)  transmit via the Internet (x) Licensor's national network evening news broadcast and up to a 15 minute sports program, both of which in the aggregate last no more than one hour per day, (y) religious service telecasts, and (z) charitable and non-commercial specials (e.g., telethons and presidential speeches).

        Notwithstanding the foregoing exceptions, neither Licensor nor its Affiliates shall consent to, and each shall use its commercially reasonable efforts to prohibit,

          (i)  the transmission or retransmission of such Programs by

        (x)  any television station in the Territory,

        (y)  any cable system in the Territory that is located beyond 35 miles from the community of license of any transmitting television station in Mexico transmitting the Programs (any such cable transmission or re-transmission within such 35 mile limit being hereby expressly permitted) or

        (z)  any other means of broadcasting in or into the Territory, and

        (ii)  the sale of any direct-to-home or similar services, or any mechanical device, authorization code or other access devices, to persons located in the Territory for the purpose of receiving Programs in contravention of this Section 1.3.

        To the extent that Licensor has the right to transmit or retransmit under clause (b) and (d) above, Licensor shall have the right to market and promote and otherwise generate revenues (including, but not limited to, the sale of advertising time) attributable to the ability of viewers in the Territory to receive Programs contained in such transmissions. Licensor and Licensee acknowledge and agree that this Section 1.3 is intended solely to insure that Licensor will not be in violation of this Agreement merely because transmissions or retransmissions from stations located in Mexico or transmissions or retransmissions from satellite signals intended for television stations, cable systems or direct-to-home subscribers outside the Territory, and over the Internet as provided above, may be incidentally viewed by unauthorized recipients in the Territory, and is not intended to give Licensor any right to broadcast, or license others to broadcast, Programs intended for viewing or which may be viewed in the Territory other than in accordance with the other provisions of this Agreement.

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        2.    Notification, Acceptance and Licensing of Programming.    Not less than once in each calendar quarter during the term of this Agreement, Licensor will deliver a written notice (an "Availability Notice") to Licensee specifying all Programs which (a) have become available for license by Licensee since the delivery of the preceding Availability Notice or (b) may no longer be available to Licensee for license hereunder. Upon the request of Licensee, Licensor shall deliver to Licensee whatever materials are reasonably available with respect to any Program available for license, at Licensee's expense to the extent Licensee requests more than a videotape pilot or representative episode with respect to a new Program. If Licensee desires to license any Programs, it shall notify Licensor of its acceptance in writing (an "Acceptance") at any time. Such Acceptance shall specify the name of the Accepted Program and such other information as may reasonably be requested by Licensor. An Acceptance shall constitute the acceptance of the license by Licensee of the Program(s) and upon receipt by Licensor of such Acceptance, the Program(s) covered by each such Acceptance shall without further action be automatically licensed to Licensee on the terms and conditions of this Agreement and be an "Accepted Program".

        3.    Delivery, Expenses And Use Of Programs.

        3.1  Following Licensee's sending an Acceptance Notice with respect to a Program pursuant to Section 2 of this Agreement, Licensor shall deliver to Licensee, at Licensee's expense, a visual and aural reproduction of each such Program either (at Licensee's election and subject to Licensor's reasonable ability to comply with such election) via satellite (at Licensee's risk of loss if delivery via satellite is requested less than 48 hours in advance of scheduled broadcast) or on such form of video tape, disc or other device as reasonably requested by Licensee, formatted and suitable for broadcast in the Territory as reasonably requested by Licensee in accordance with its broadcast standards and practices, as soon as available. Programs will be deemed delivered by Licensor when transmitted to the satellite, when actually received if shipped by freight, or when made available through permission to re-transmit the signal of an affiliate of Licensee.

        3.2  Licensee agrees that as soon as practicable following receipt of delivery of any Program via satellite or on video tape, disc or other device, it will examine such delivery to determine whether it is physically suitable for broadcast and notify Licensor immediately upon detecting any defect rendering such delivery unsuitable for broadcast. In such cases, Licensor shall promptly re-deliver such Program at its own expense either (at Licensee's election) via satellite or on a physically suitable videotape, disc or other device designated by Licensee.

        3.3  Licensee agrees to return to Licensor each video tape, disc or other device of a Program delivered by Licensor on the reels and in the containers in which it was shipped, in the same condition as received, reasonable wear and tear through proper use excepted, as soon as practicable after Licensee and its subsidiaries has made all broadcasts of such Program that it plans to make within the next 12 months. Licensee shall pay all costs of returning the videotapes, discs or other devices to Licensor. Should Licensor request that the video tape, disc or other device be sent to a location other than Licensor's warehouse, Licensor will bear responsibility for shipping costs above those which would have been applicable for shipping to Licensor's warehouse. Licensor agrees to re-deliver to Licensee any Program previously returned to Licensor that Licensee or any subsidiary of Licensee desires to re-broadcast during the Term.

        3.4  The videotapes, discs or other devices shall at all times remain the property of Licensor subject to Licensee's rights as herein provided. The risk of loss, damage, destruction or disappearance of any tape shall be borne by Licensee from the time of delivery to Licensee until the return thereof to Licensor or Licensor's designee and as to any video tape, disc or other device or part thereof lost, stolen, destroyed or damaged after delivery to Licensee and before the return thereof, Licensee shall pay Licensor the cost of replacement thereof, which payment shall be limited to the cost of replacing the raw video tape, disc or other device.

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        3.5  Except as provided herein, Licensee will not, and will not authorize others to, copy, duplicate or re-license any Program unless necessary for Licensee's or its Affiliates own exploitation of broadcast rights as permitted hereunder. Any duplicate or copy of any part of the Program (including trailers) made by Licensee for its own purposes will be erased following all anticipated broadcasts as permitted hereunder of the Program within the next 12 months. Upon receipt of written request from Licensor, an officer of Licensee shall certify in writing the destruction of all such copies.

        3.6  Licensor will furnish to Licensee glossy prints of still photos, synopses, cast lists and all other promotional material for the promotion and exploitation of the Programs, if available. Licensor grants (and will cause its Affiliates to grant) to Licensee and its Affiliates the right to use and license others to use Licensor's name and, unless Licensee is advised by Licensor that the rights of Licensor are limited (in which case, to the extent not limited), to use and license others to use the name and likeness of, and biographical material concerning, each star, featured performer, writer, director and producer in the Programs and the titles of each Program and fictitious persons and locales therein, for advertising and publicity, of the Programs, and any broadcaster or sponsor thereof, but not for direct endorsement of any product or service, provided that any such use will protect the copyrights of Licensor. To the extent available to Licensor or its Affiliates after reasonable efforts, Licensor will furnish Licensee with music cue sheets for the Programs and the information necessary for administration of rights payments and compliance with Section 507 of the Federal Communications Act of 1934, as amended concerning broadcast matter and disclosures required thereunder, insofar as that Section applies to Persons furnishing program material for television broadcasting ("Section 507"). Subject to the foregoing and subject to Licensor's reasonable prior approval, Licensee shall have the right to produce its own promotional material for or from the Programs. Televisa shall permit Televisa's proprietary artists to appear on or for Licensee or its Affiliates for promotional or programming purposes at mutually agreeable times (which agreement shall not be unreasonably withheld), at Licensee's expense, it being agreed that Televisa may not be able to require an artist to appear, all requests to and contacts with artists shall be made though a Televisa representative designated by Televisa, and Televisa shall not be required to approve any appearance which would interfere in any material respect with Televisa's operations or productions.

        3.7  Except as provided in Section 3.8 below, Licensee agrees to include in its broadcast of Programs all copyright notices and all credits made part of each Program including but not limited to stars, directors, producers and writers.

        3.8  (a) When requested by Licensee, Licensor in consultation with Licensee shall edit episodes of Programs in order to (i) end novelas by creating recaps on a limited basis to cause the final episode to be broadcast at strategically competitive times (i.e., Thursday and Friday) and (ii) reduce the length of credits so that the opening credits are no longer than 90 seconds in length and closing credits are no longer than 30 seconds in length.

        (b)  Licensee shall have the right to edit and make changes, additions and deletions to Programs in order to (i) eliminate internal credits when episodes of a Program air back-to-back, (ii) adjust Program length to standard U.S. format lengths (i.e., 30-60-90-120 minute lengths) by changing starts or finishes (with other desired edits for such purpose to be provided under paragraph (a) above), (iii) insert commercials during natural breaks in the Program and (iii) comply with applicable government rules and regulations, including FCC regulations and Licensee's broadcast standards and practices from time to time in effect.

        (c)  When requested by Licensee, Licensor in consultation with Licensee may (in its discretion which must be reasonably exercised) edit episodes of Programs in order to (i) eliminate or consolidate episodes that contain more than 15 minutes of recap material,

6

(ii) eliminate any material that is not relevant to U.S. Hispanic audiences (i.e., phone numbers, addresses, contest rules, etc.), and (iii) facilitate wind-up of cancelled Programs.

        (d)  When requested by Licensee, Licensor in consultation with Licensee may (in Licensor's sole discretion) edit episodes of Programs in order to (i) eliminate storylines and segments in good faith deemed by Licensee to be undesirable or unacceptable to U.S. audiences (e.g., strong sexual content) and (ii) reformat Programs to a maximum of 2 hours per episode.

The editing rights hereunder shall be subject to applicable law and applicable contractual rights of unaffiliated third parties of which Licensor informs Licensee in writing at the time of delivery to Licensee of such Program (provided that Licensor agrees to use (and to cause its Affiliates to use) good faith efforts not to permit to exist any such contractual restrictions). Licensee will pay for editing performed by Licensor at Licensor's incremental cost.

        3.9  Subject to Section 6.1 and Licensee's remedies for a breach thereof, Licensor may, at its sole and absolute discretion, withdraw any Program and terminate any license with respect to such Program if Licensor reasonably determines that the broadcast thereof is likely to: (i) infringe the rights of third parties, (ii) violate any law, court order, governmental regulation or ruling of any governmental agency, (iii) otherwise subject the Licensor to any material liability. In addition Licensor reserves the right to withdraw any Program prior to the conclusion of the applicable Broadcast Period if, for any reason, the Program is no longer being produced by or available to Televisa. In the event of any such withdrawal or termination, Licensor shall give Licensee as much notice as possible, and the parties shall have no obligations to each other with regard to Programs not produced, subject to Section 6.1 and Licensee's remedies for a breach thereof.

        3.10 Notwithstanding anything herein to the contrary, any incremental cost or expense of Licensor relating to this Section 3 that would not have been applicable prior to the Restatement Date, shall be borne by Licensee.

        4.    Royalties and License Fees.

        4.1  

        (a)  Licensee shall pay Licensor a royalty (the "Program Royalty") in cash for the Programs offered to it an aggregate amount equal to 5.5% of combined net time sales (as defined in the Amended and Restated Program License Agreement) for the period commencing on October 1, 1996 and ending on December 31, 1996, 6.75% of combined net time sales (as defined in the Amended and Restated Program License Agreement) for the period commencing on January 1, 1997 and ending on December 31, 1997, 7.5% of combined net time sales (as defined in the Amended and Restated Program License Agreement) for the period commencing on January 1, 1998 and ending on December 31, 2001, and for the year commencing on January 1, 2002, and for each year thereafter, 7.5% of Combined Net Time Sales plus an amount equal to 3% of Excess Time Sales (as defined below) in such year, which amount shall not be less than zero in 2002.

        (b)  Licensee shall also pay Licensor a royalty (the "Telefutura Royalties") in cash for the Programs offered to it in an aggregate amount equal to 12% of Telefutura Net Time Sales in each year minus 50% of the sum of the Annual Fixed Program Credit and the Annual Variable Program Credit for such year, provided that for each year commencing in calendar year 2003, Telefutura Royalties for such year shall at least be equal to the applicable Minimum Additional Royalty for such year. The Telefutura Royalty shall be zero in 2002.

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        (c)  For purposes of this Agreement only:

          (i)  "Annual Fixed Program Credit" for any year means an amount equal to all license fees paid in such year by Licensee and its Affiliates in respect of novelas broadcast on the Telefutura Network during the hours of 7 a.m. to 11 p.m. on weekdays pursuant to that certain Program License Agreement effective as of June 4, 2001 between UNLP and RCN Television S.A. (the "RCN Agreement") and that certain Program license Agreement dated as of January 21, 2001 among UNLP, Coral International Television Corp. and RCTV, C.A. (the "Coral Agreement"), provided the Annual Fixed Program Credit for any year shall not exceed the amount specified for such year in Annex A (the "Annual Cap").

        (ii)  "Annual Variable Program Credit" means:

        (A)  for each calendar year in which Telefutura Net Time Sales are less than or equal to $200,000,000, an amount equal to the lesser of (i) an amount equal to all license fees paid during such year by Licensee and its controlled Affiliates to acquire programs that are broadcast on the Telefutura Network between the hours of 7:00 a.m. and 11:00 p.m. [weekdays], from any Person other than (a) Licensee or its Affiliates, (b) Persons which produce and/or broadcast television programs initially produced in the Spanish language in Mexico or their Affiliates (such programs, "Credited Programs") or (c) payments in such year under the RCN Agreement or the Coral Agreement up to the Annual Cap for such year and (ii) $13,000,000; and

        (B)  for each calendar year during which Telefutura Net Time Sales exceed $200,000,000 (any such year, a "Current Year"), "Annual Variable Program Credit" means the lesser of (1) an amount equal to all license fees paid in such Current Year by Licensee and its controlled Affiliates for Credited Programs and (2) an amount equal to the Specified Amount (as defined below). For purposes of the preceding sentence, the "Specified Amount" for any such calendar year shall mean:

                (I)  if the Telefutura Net Time Sales for such Current Year exceed the Telefutura Net Time Sales for the immediately preceding calendar year (the "Preceding Year"), the product of (X) the Annual Variable Program Credit for such Preceding Year multiplied by (Y) (A) 100% plus (B) 50% of the percentage increase of Telefutura Net Time Sales during such Current Year over the greater of (x) the Telefutura Net Time Sales for such Preceding Year and (y) $200,000,000; or

                (II)  if the Telefutura Net Time Sales for such Current Year are less than the Telefutura Net Time Sales for the Preceding Year, the Specified Amount shall equal the Minimum Amount (as defined below). For the purposes of the preceding sentence, the "Minimum Amount" for any such Current Year shall mean: (X) if the Telefutura Net Time Sales for such Current Year is equal to the Telefutura Net Time Sales for any previous calendar year during the term of this Agreement (a "Prior Year"), the Minimum Amount shall be equal to the lowest Annual Variable Program Credit for any such Prior Year; and (Y) if the Telefutura Net Time Sales for such Current Year is not equal to the Telefutura Net Time Sales for any Prior Year, then the Minimum Amount for such Current Year will be equal to the Annual Variable Program Credit for the Prior Year whose Telefutura Net Time Sales are closest to, but less than, the Telefutura Net Time Sales in the Current Year (the "Base Year Net Time Sales") multiplied by (I) 100% plus (II) 50% of the percentage increase of Telefutura Net Time Sales during such Current Year over the Base Year Net Time Sales.

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        (iii)  "Combined Net Time Sales" means all time sales by the Networks and the Stations (and with respect to Other Outlets, to the extent solely related to the Networks), including barter and trade and television subscription revenue (including, without limitation, satellite subscription revenue), less, to the extent related to the Stations and the Networks, without duplication, (i) advertising commissions, (ii) Special Event Revenue (iii) music license fees, (iv) outside affiliate compensation, (v) time sales relating to advertising sold to Televisa or provided to Venevision as contemplated by Section 22(b)(i) of this Agreement and the Venevision Agreement and included in times sales (vi) taxes (other than withholding taxes) paid by Licensee pursuant to Section 4.5 hereof and similar taxes paid by the Stations, calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Unless otherwise agreed in writing between the parties, barter and trade sales shall be valued at the fair market value of the goods or services received by the Networks or the Stations.

        (iv)  "Excess Time Sales" means for any year, commencing calendar year 2002, the excess of the Combined Net Time Sales for the Stations and the Networks for such year over the Combined Net Time Sales for the Stations and the Networks for calendar year 2001 but not less than zero.

        (v)  "Telefutura Net Time Sales" means all time sales in any year with respect to the Telefutura Network and the Telefutura Stations (and with respect to Other Telefutura Outlets, to the extent solely related to the Telefutura Network), including barter and trade and television subscription revenue (including, without limitation, satellite subscription revenue), less to the extent related to the Telefutura Network and Telefutura Stations (i) advertising commissions (other than in respect of Designated Sports Programs (as defined below), (ii) Special Event Revenue, (iii) music license fees (other than in respect of Designated Sports Programs), (iv) outside affiliate compensation (other than in respect of Designated Sports Programs), (v) time sales relating to advertising sold to Televisa or provided to Venevision as contemplated by Section 22(b)(i) of this Agreement and the Venevision Agreement and included in time sales, (vi) taxes (other than withholding taxes) paid by Licensee pursuant to Section 4.5 hereof, calculated in accordance with GAAP, and (vii) Sports Revenue

        (vi)  "Minimum Additional Royalty" means an amount equal to $5,000,000 in calendar year 2003, increasing by $2,500,000 for each calendar year thereafter, subject to a maximum annual Minimum Additional Royalty of $12,500,000.

      (vii)  "Soccer Letters" means that certain letter agreement dated November 13, 2000 between Televisa and UNLP and that certain letter agreement dated as of the date hereof between Televisa and Licensee relating to the license of rights to certain Mexican league soccer games.

      (viii)  "Sports Revenue" means all time sales with respect to sports programming on the Telefutura Network and the Telefutura Stations other than sports programs licensed hereunder or under the Soccer Letters (sports programs other than those licensed hereunder or under the Soccer Letters being referred to as "Designated Sports Programs").

        4.2  Notwithstanding Section 4.1 above, to the extent from time to time specified in a writing signed by both Licensor and Venevision and delivered to Licensee, the amounts of the Program Royalties payable in accordance with Section 4.1(a) of this Agreement and the Venevision Agreement (without giving effect to any payment based upon Excess Time Sales) may be changed by Licensor and Venevision, so long as the aggregate of the amounts of such Program Royalties (other than Program Royalties based upon Excess Time Sales) under this Agreement and the

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Venevision Agreement does not exceed for any period 15% of Combined Net Times Sales. Licensor and Venevision shall not deliver such a writing more than twice a year.

        4.3  Program Royalties and Telefutura Royalties shall be paid currently on a monthly basis on the twelfth business day after the end of each month in a single payment to Licensor based upon the parties' good faith best estimate at such time of the amounts accrued. Appropriate adjustment (the "Adjustment") will be made to Program Royalties and Telefutura Royalties on a quarterly basis within 45 days after the end of each quarter, and the full amount thereof shall be paid or credited, as the case may be, with the next monthly payment of Program Royalties or Telefutura Royalties for any difference between the amounts so paid and those finally determined to have accrued. In all cases, the calculation of the Adjustment will be made as promptly as practicable by Licensee, and in the event of any disputes the determination shall be made by a nationally recognized independent certified public accounting firm mutually selected by Licensor and Licensee (or, if they fail to designate such a firm within 10 days after written notice of a dispute, by such firm designated by the President of the American Arbitration Association (or his designee)), whose determination will be final and binding upon the parties. The fees and expenses of such firm shall be paid one-half by Licensor and one-half by Licensee, unless such firm determines it would be more equitable to otherwise allocate such fees and expenses.

        4.4  All payments made pursuant to this section shall be in cash in U.S. currency with accompanying back-up information in reasonable detail of Combined Net Time Sales and Telefutura Net Time Sales for the applicable period. In the case of the Program Royalties and the Telefutura Royalties such payments shall be calculated as provided above regardless of the amount of Programs licensed hereunder or whether any such Programs are broadcast. In order to assure compliance with the terms of this Agreement, Licensor shall have the right to receive once each year a certificate from Licensee's independent certified public accounting firm, which certificate shall attest to the combined net time sales for the year. Licensee shall pay for the preparation of such certificate and its delivery to Licensor. Licensor may request additional certificates and services either from Licensee's accounting firm or from a firm of certified public accountants chosen by Licensor. The fees and expenses of the certified public accountants providing such additional certificates and performing such additional services pursuant to this Section 4.4 shall be paid by Licensor, unless such verification results in an adjustment in Licensor's favor equal or greater than 5% of the amount originally computed by Licensee, in which case such fee will be paid by Licensee. Licensee agrees to provide any certified public accountants designated by Licensor with access to all business records of Licensor related to the computation of Combined Net Time Sales or Telefutura Net Time Sales, as applicable. Licensor agrees to maintain the confidentiality of all information learned from Licensee in connection with the performance of this Agreement, other than information (i) which becomes public (unless it becomes public because of a breach of this covenant by Licensor), (ii) which otherwise becomes known to Licensor (unless Licensor knows that the information has been disclosed in violation of a confidentiality agreement with Licensee), or (iii) which Licensor is required by law, order or administrative law request or by stock exchange rule or regulation to divulge.

        4.5  Any and all sums payable on account of sales, use or other similar taxes arising out of or relating to the licensing or exhibition by Licensee of the Programs, in addition to any personal property or other tax assessed or levied by any governmental unit arising out of or relating to the storage or possession of the Programs thereof by Licensee shall be paid by Licensee.

        4.6  Licensee may deduct and withhold from any payment to or for the account of Licensor with respect to the Program Royalties or Telefutura Royalties such amounts as it in good faith determines it is required to withhold with respect to such payment under applicable United States and state tax withholding laws, and shall promptly remit such amounts to the appropriate taxing authority. Within 30 days of any such remittance Licensee shall furnish to Licensor the original or

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certified copy of a receipt evidencing payment, or other evidence of payment reasonably satisfactory to Licensor. If Licensor has timely filed with Licensee a duly completed Form 4224, 1001, W-8 or W-9, of the Internal Revenue Service (or successor form thereto) or has complied with applicable procedures under state law, entitling it to exemption from, or a reduced rate of, withholding under the applicable law or regulations, the amount withheld shall be accordingly limited. Licensee shall cooperate in any reasonable manner requested by Licensor to minimize Licensor's withholding tax liability.

        4.7  If Licensee is more than 30 days late in paying any amount due to Licensor under this Section 4, such late amounts shall thereafter bear interest at a rate equal to LIBOR plus 5%, plus any applicable withholding.

        5.    Special Programs, Co-Produced Programs and Other Special License Matters.

        5.1  For purposes of this Agreement:

        (a)  "Special Programs" means special programs such as the World Cup, other sporting events, political conventions, election coverage, parades, pageants, special variety shows and other non-episodic and non-continuing shows.

        (b)  "Non-Televisa-Produced Special Programs" means Special Programs not produced directly or indirectly by or for Televisa.

        (c)  "Televisa-Produced U.S. Special Programs" means Televisa-Produced Special Programs for which Licensor has adequate rights to license such Special Programs to Licensee under the terms of this Agreement.

        (d)  "Televisa-Produced Non-U.S. Special Programs" means Televisa-Produced Special Programs for which Licensor does not have adequate rights to license such Special Programs to Licensee under the terms of this Agreement.

        (e)  "Televisa-Produced Special Programs" means Special Programs directly or indirectly produced by or for Televisa.

        (f)    "Special Event Revenue" means net time sales for Non-Televisa-Produced Special Programs and Non-Venevision-Produced Special Programs as defined in the Venevision Agreement broadcast by Licensee on either Network.

        5.2  Licensor shall use its best efforts, and shall cause its Affiliates to use their best efforts, to coordinate its Non-Televisa-Produced Special Program acquisitions with those of Licensee, so as to permit Licensee to participate therein and to acquire rights in the Territory to such programs on an advantageous basis and on terms satisfactory to Licensee; provided, however, that the obligation to use "best efforts" shall not be interpreted to include any obligation of Licensor or its Affiliates to expend additional money to permit Licensee's participation or to acquire rights on an advantageous basis.

        5.3  Televisa-Produced U.S. Special Programs shall be "Programs" for all purposes of this Agreement.

        5.4  At the request of Licensee, Licensor shall use its best efforts, and shall cause its Affiliates to use their best efforts, to acquire broadcast rights in the Territory on terms satisfactory to Licensee for Televisa-Produced Non-U.S. Special Programs and any Co-Produced Program that falls within clause (i) (but not clause (ii)) of the definition of "Co-Produced Programs" in Section 1.2(c); provided, however, that the obligation to use its "best efforts" shall not be interpreted to include any obligation of Licensor to expend additional money, except to the extent reimbursed by the "Special Event Fee" (as defined below). Such programs accepted by Licensee shall be licensed hereunder to Licensee for the Program Royalty plus a license fee (the "Special Event Fee") in the amount of the cost to Licensor of the acquisition of broadcast rights in the

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Territory to such program, such costs to be determined by the parties in good faith based on the portion of the total amount paid by Licensor for broadcast rights that is reasonably allocated to the acquisition of broadcast rights in the Territory.

        5.5  Licensor shall offer Licensee in accordance with all applicable provisions of this Agreement all Co-Produced Programs that fall within clause (ii) of the definition of "Co-Produced Program" in Section 1.2(c) for which program Licensor has or can obtain adequate rights and licensing authority to offer such programs to Licensee in compliance with the terms and conditions of this Agreement, except that the Program Royalty specified in Section 4.1(a) hereof shall not include the license fee for Co-Produced Programs. Compensation to Licensor for all Co-Produced Programs accepted by Licensee shall be computed and paid in accordance with such terms as the parties may mutually agree in writing. If the parties are unable to agree on the royalty for any Co-Produced Program within 10 days after such program is offered by Licensor, such program may be sold to others in the Territory, so long as Licensor in good faith determines that the terms and conditions applicable to such sale are more favorable to the Licensor than those offered by the Licensee in writing within such 10-day period.

        6.    Representations and Warranties of Licensor.

        6.1  Licensor hereby agrees, warrants and represents as follows:

        (a)  Licensor is free to enter into and fully perform this Agreement;

        (b)  Licensor has or will have the right to grant to Licensee the broadcast rights to the Accepted Programs in the Territory set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties;

        (c)  There are no and will not be any pending claims, liens, charges, restrictions or encumbrances on the Accepted Programs that conflict with the broadcast rights granted hereunder to such Programs in the Territory;

        (d)  Licensor has paid or will pay all compensation, residuals, reuse fees, synchronization royalties, and other payments which must be made in connection with the Accepted Programs and in connection with exploitation of the rights herein granted to Licensee to any third parties including, but not limited to, musicians, directors, writers, producers, announcers, publishers, composers, on-camera and off-camera performers and other persons who participated in production of such Programs, and to any applicable unions, guilds or other labor organizations; provided, however, that Licensor has not acquired performing rights for performance in the Territory of the music contained in such Programs, which rights shall be obtained by Licensee; provided, further, however, that Licensor warrants and represents that all music is available for licensing through ASCAP, BMI or SESAC (or any successor or similar entity in the United States) or is in the public domain or is owned or controlled by Licensor to the extent necessary to permit broadcasts hereunder in the Territory and no additional clearance or payment is required for such broadcast;

        (e)  The main and end titles of the Accepted Programs and all publicity, promotion, advertising and packaging information and materials supplied by Licensor will contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and comply with all applicable contractual, guild, union and statutory requirements and agreements;

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        (f)    Exercise of the broadcast rights to the Accepted Programs in the Territory will not infringe on any rights of any third party, including but not limited to copyright, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or "moral rights" (to the extent such moral rights are recognized by U.S. law);

        (g)  Except to the extent expressly permitted by this Agreement, Licensor has not and will not grant or license to others, and will not itself exercise, any rights to broadcast any Program in or to the Territory, including, but not limited to, by way of any broadcast over the radio of any audio portion of any Accepted Program that is a novela in the Territory (other than spill-over from Licensor's border radio stations in Mexico).

        (h)  Each and every one of the representations and warranties made by Licensor herein shall survive the Broadcast Period for each Accepted Program;

          (i)  To the extent Section 507 (as defined in Section 3.6 above) is applicable, no Accepted Program includes or will include any matter for which any money, service or other valuable consideration is directly or indirectly paid or promised to Licensor by a third party, or accepted from or charged to a third party by Licensor, unless such is disclosed in accordance with Section 507. Licensor shall exercise reasonable diligence to inform its employees, and other persons with whom it deals directly in connection with such programs, of the requirements of Section 507; provided, however, that no act of any such employee or of any independent contractor connected with any of the programs, in contravention of the provisions of Section 507, shall constitute a breach of the provisions of this paragraph unless Licensor has actual notice thereof and fails promptly to disclose such act to Licensee. As used in this paragraph, the term "service or other valuable consideration" shall not include any service or property furnished without charge or at a nominal charge for use in, or in connection with, any of the programs "unless it is so furnished in consideration for an identification in a broadcast of any person, product, service, trademark or brand name beyond an identification which is reasonably related to the use of such service or property on the broadcast," as such terms are used in Section 507. No inadvertent failure by Licensor to comply with this paragraph shall be deemed a breach of this Agreement; and

        (ii)  For purposes of this Section 6.1 only, "Accepted Programs" shall be deemed to include Televisa Produced U.S. Special Programs to the extent broadcast by Licensee.

        6.2  Licensor further agrees that, while it has no obligation to do so, if it secures a producer's (Errors and Omissions) liability policy covering the Programs, or any part thereof, it will cause Licensee to be named as an additional insured on such policy and will cause a certificate of insurance to be promptly furnished to Licensee, provided, however, that the inclusion of Licensee as an additional insured does not result in any additional cost or expense to Licensor. Licensor will notify Licensee when such insurance is obtained and, after obtained if cancelled. Any such insurance as to which Licensee is an additional insured shall be primary as to Licensee and not in excess of or contributory to any other insurance provided for the benefit of or by Licensee.

        7.    Indemnification.

        7.1  Licensor agrees to hold Licensee, its partners, the partners of any partnership that is a partner of Licensee, officers, employees, and agents and the shareholders, officers, directors, employees and agents of the partners or any corporation or partnership that is a partner of Licensee (collectively the "Licensee Indemnitees"), harmless, from any claims, deficiencies, assessments, liabilities, losses, damages, expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively, "Losses") which any Licensee Indemnitee may suffer by reason of Licensor's breach of, or non-compliance with, any covenant or provision herein contained or the inaccuracy of any warranty or representation made in this Agreement and any such damages shall

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be reduced by: (i) the amount of any net tax benefit ultimately accruing to Licensee on account of Licensee's payment of such claim; (ii) insurance proceeds which Licensee has or will receive in connection with such claim, and (iii) any recovery from third parties in connection with such claim; provided, however, that Licensor shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if Licensee provides Licensor with an undertaking to reimburse Licensor for the amount of any such claim ultimately received; and provided, further, that Licensee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensor is subrogated (in form and substance satisfactory to Licensor) to Licensee claims in respect of such insurance or third parties.

        7.2  Licensee agrees to indemnify Licensor, its direct and indirect shareholders and all officers, directors, employees and agents of any of the foregoing (the "Licensor Indemnitees") against and hold the Licensor Indemnitees harmless from any and all Losses incurred or suffered by any Licensor Indemnitee arising out of a breach by Licensee of the representations, warranties, covenants or agreements made or to be performed by it pursuant hereto, or arising out of any program or commercial material (apart from the Programs) furnished by Licensee and any such damages shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to Licensor on account of Licensor's payment of such claim; (ii) insurance proceeds which Licensor has or will receive in connection with such claim, and (iii) any recovery from third parties in connection with such claim; provided, however, that Licensee shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if Licensor provides Licensee with an undertaking to reimburse Licensee for the amount of any such claim ultimately received; and provided, further, that Licensor shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensee is subrogated (in form and substance satisfactory to Licensee) to Licensor claims in respect of such insurance or third parties.

        7.3  The following procedures shall govern all claims for indemnification made under any provision of this Agreement. A written notice (an "Indemnification Notice") with respect to any claim for indemnification shall be given by the party seeking indemnification (the "Indemnitee") to the party from which indemnification is sought (the "Indemnitor") within thirty (30) days of the discovery by the Indemnitee of such claim, which Indemnification Notice shall set forth the facts relating to such claim then known to the Indemnitee (provided that failure to give such Indemnification Notice as aforesaid shall not release the Indemnitor from its indemnification obligations hereunder unless and to the extent the Indemnitor has been prejudiced thereby). The party receiving an Indemnification Notice shall send a written response to the party seeking indemnification stating whether it agrees with or rejects such claim in whole or in part. Failure to give such response within ninety (90) days after receipt of the Indemnification Notice shall be conclusively deemed to constitute acknowledgment of the validity of such claim. If any such claim shall arise by reason of any claim made by third parties, the Indemnitor shall have the right, upon written notice to Indemnitee within 30 days after receipt of the Indemnification Notice, to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to Indemnitee, at Indemnitor's expense, and the Indemnitee shall have the right, at its own expense, to employ counsel to represent it; provided, however, that if any action shall include both the Indemnitor and the Indemnitee and there is a conflict of interest because of the availability of different or additional defenses to the Indemnitee, the Indemnitee shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the Indemnitor's expense. The Indemnitee shall cooperate fully to make available to the Indemnitor all pertinent information under the Indemnitee's control as to the claim and shall make appropriate personnel available for any discovery, trial or appeal. If the Indemnitor does not elect to undertake the defense as set forth above, the Indemnitee shall have the right to assume

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the defense of such matter on behalf of and for the account of the Indemnitor; provided, however, the Indemnitee shall not settle or compromise any claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor may settle any claim at any time at its expense, so long as such settlement includes as an unconditional term thereof the giving by the claimant of a release of the Indemnitee from all liability with respect to such claim.

        8.    Term.    The term of this Agreement (the "Term") shall be until December 17, 2017. Any license in effect for any Program at the end of the Term shall continue through the Broadcast Period for such applicable Program, with no right of re-license or extension at the end thereof,and all of the rights and obligations of the parties under this Agreement with respect to such license will continue through the Broadcast Period for such Program, it being agreed that the parties shall enter into mutually satisfactory royalty arrangements with respect to the Broadcast Period following the termination of this Agreement in order to compensate Licensor for the use of Programs during such period and, if the parties are unable to agree upon such royalty arrangements, the amount thereof shall be determined based on prevailing market conditions. For Programs that commence broadcast on the Networks or the Telefutura Network in the final year of the Term, Licensee must commence the broadcast of the Program on one of such networks over at least 70% of such network's coverage (as determined by the number of Hispanic television households potentially reached by the applicable network) and shall continue to broadcast the Program without substantial interruption over such minimum of 70% network coverage until the conclusion of the Broadcast Period for such Program.

        For purposes of this Agreement only:

        (a)  "Broadcast Period" means

          (i)  for novelas or other Programs with a plot line continuing through more than one episode, the time necessary to broadcast all episodes on a continuing basis without substantial interruption and

        (ii)  for all other programs (excluding one-program shows), (x) for weekly programs, the time period necessary to broadcast 26 episodes of the Program without substantial interruption, which under normal circumstances is expected to be 26 continuous weeks and (y) for daily programs (Monday through Friday), 26 weeks.

        (b)  "without substantial interruption" means that the Programs will be scheduled and run on a continuing periodic basis except for occasional network preemption to accommodate one-time specials or programs which, because of their nature or timeliness or because of FCC Rules, must in Licensee's reasonable judgment be broadcast in lieu of the regularly scheduled Program.

        In addition this Agreement may be terminated by either party in the event that the other party (i) materially breaches its obligations hereunder and fails to cure such breach within 180 days of notice thereof (90 days for failure to pay the Program Royalty or Telefutura Royalty when due) by the party seeking termination (which notice shall describe the breach in reasonable detail); provided, however, that the inaccuracy of any of Licensor's representations and warranties contained in Section 6 hereof shall not be deemed to be a breach of its obligations for purposes of this Section 8 to the extent that Licensor satisfies its indemnification obligations with respect to such inaccuracy, or (ii) asserts Force Majeure under Section 9 as a relief from substantially all of its obligations hereunder for a period in excess of one year. Any notice of material breach referred to in (i) above shall concurrently be sent to the Managing Agents for any lenders providing financing to the Stations and the Networks, and the Managing Agents on behalf of such lenders shall have the right to cure such alleged material breach within such 90-day or 180-day cure period. Any notice of termination for Force Majeure pursuant to (ii) above shall concurrently be sent to such Managing Agents.

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        9.    Force Majeure.    Neither party hereto shall be liable for or suffer any penalty or termination of rights hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by circumstances beyond the reasonable control of the party so failing or delaying, including but not limited to acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation (a "Force Majeure Event"). Each party shall promptly notify the other in writing of any such event of force majeure, the expected duration thereof, and its anticipated effect on the party affected and make reasonable efforts to remedy any such event, except that neither party shall be under any obligation to settle a labor dispute. If Licensor is prevented by a Force Majeure Event from delivering any Accepted Program to Licensee, the running of the time period for purposes of computing the applicable Broadcast Period for such Program shall be suspended and, if such Force Majeure Event prevents Licensor from delivering any substitute Programs to Licensee, then Licensee's obligations to pay the Program Royalty or Telefutura Royalty under Section 4.1 hereof shall be reduced (but not below zero) for the time period or periods so affected to the extent necessary to compensate Licensee for the cost of obtaining substitute programming. Any notice of Force Majeure sent pursuant to this Section 9 shall concurrently be sent to the Managing Agents referred to in Section 8 above.

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

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

        12.    Jurisdiction; Venue; Service of Process.    Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA, 90017 as his or its agent to receive on behalf of him or it and his or its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 13. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        13.    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgment by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as set forth in Schedule 1 or to such other addresses as may be specified by like notice to the other parties.

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        14.    Assignments.    Either of the parties may assign its rights hereunder and delegate its duties hereunder, in whole or in part, to an Affiliate capable to perform the assignor's obligations hereunder, and either of the parties may assign its rights hereunder and delegate its duties hereunder to any person or entity to which all or substantially all of such party's businesses and assets are pledged or transferred. No such assignment or delegation shall relieve any party of its obligations hereunder. Any such assignment or delegation authorized pursuant to this Section 14 shall be pursuant to a written agreement in form and substance reasonably satisfactory to the parties and to the Managing Agents referred to in Section 8 above. Except as otherwise expressly provided herein, neither this Agreement nor any rights, duties or obligations hereunder may be assigned or delegated by any of the parties, in whole or in part, whether voluntarily, by operation of law or otherwise; provided, however, that Licensor may assign, grant a security interest in or otherwise transfer its rights to payment hereunder in connection with one or more financings. Any attempted assignment or delegation in violation of this prohibition shall be null and void. Subject to the foregoing, all of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the successors and assigns of the parties. Nothing contained herein, express or implied, is intended to confer on any person other than the parties or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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

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

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

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

        19.    Specific Performance.    The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction pursuant to Section 12, this being in addition to any other remedy to which they are entitled at law or in equity.

        20.    [Intentionally omitted]

        21.    Participation Agreement.    All the terms and conditions of this Agreement shall at all times be subject to the terms and conditions of the Participation Agreement dated as of October 2, 1996 by and among UCI, A. Jerrold Perenchio, GT, Messrs. Gustavo A. Cisneros and Ricardo J. Cisneros and Corporacion Venezolana de Television, C.A. (VENEVISION), and if there is any inconsistency between any terms and conditions of this Agreement and the terms and conditions of the Participation Agreement, the Participation Agreement shall prevail.

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        22.    Televisa Advertising.

        (a)  Advertising time on the Networks, the Stations and the Telefutura Network and the Telefutura Stations which is not sold to advertisers or used by Licensee or its subsidiaries for their own purposes will be made available without charge to Televisa, Venevision and their Affiliates. Other than as set forth in the following sentence, such time may be used for promotion or direct sale (i.e., telemarketing) of products or services now or hereafter owned or being provided by Televisa, Venevision or their Affiliates (including, without limitation, theatrical motion pictures produced or being distributed by any of them). Such time, however, will not be available for any product or service that is marketed primarily by telemarketing that was not owned or being provided by Televisa, Venevision or their Affiliates as of December 17, 1992, and provided, further, that such time may be preempted by Licensee or its subsidiaries to the extent that such time is to be sold to a paying advertiser; provided further, such time on the Telefutura Network and the Telefutura Stations shall be limited to no more than 30 seconds per hour for Televisa and its Affiliates and 30 seconds per hour for Venevision and its Affiliates.

        (b)  Televisa and its Affiliates will also (i) purchase an aggregate of $5,000,000 per year in advertising and (ii) shall be permitted to purchase additional advertising time on the Univision Network, the Galavision Network and the Telefutura Network which cannot be preempted by Licensee or its Affiliates which time shall be sold for the lowest spot rate then being offered for a non-preemptable spot in the program during which such time is sold.

        (c)  Televisa may not, however, directly or indirectly make such free or purchased time available to Persons other than its Affiliates. All material provided for broadcast by Televisa shall comply with the quality standards for unaffiliated advertisers established by Licensee or its subsidiaries from time to time. The Board of Directors of Licensee, by a vote which includes, in addition to any other required vote of directors, the affirmative vote of a majority of the Class T Director(s) (so long as a Class T Voting Conversion (as defined in the Restated Certificate of Incorporation of UCI) has not occurred) or a majority of the Class V Director(s) (so long as a Class V Voting Conversion (as defined in the Restated Certificate of Incorporation of UCI) has not occurred, may make such rules in connection with the use of such time by Venevision and its Affiliates as it determines to be appropriate, including, without limitation, rules for the fair allocation of such time between Venevision and Televisa and their respective Affiliates.

        23.    Univision Advertising.    Licensee and its controlled Affiliates will purchase an aggregate of $5,000,000 per year in advertising on Licensor's television networks which cannot be preempted by Licensor or its Affiliates which time shall be sold for the lowest spot rate then being offered for a non-preemptable spot in the program during which such time is sold. Licensee may not, however, directly or indirectly make such free or purchased time available to Persons other than its controlled Affiliates. All material provided for broadcast by Licensee or its Affiliates shall comply with the quality standards for unaffiliated advertisers established by Licensor or its Affiliates from time to time.

        24.    Internet.

        (a)  Notwithstanding anything to the contrary contained in this Agreement, for a period of five (5) years from the Restatement Date, except to the extent permitted by paragraphs (b) and (c) below, and after the fifth anniversary of the Restatement Date, except to the extent permitted by paragraphs (b) and (c) below, and except to the extent, if any, otherwise permitted by this Agreement or the Memorandum of Agreement dated as of the date hereof between Televisa and UCI relating to Pay Television or implementing documents (i) Licensee may not broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, any Program or any portion thereof over or by means of the internet, or similar systems, now existing or hereafter developed ("Internet") and (ii) Licensor may not broadcast or otherwise

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transmit, or permit others to broadcast or otherwise transmit, Programs covered by this Agreement (or any portion thereof) over or by means of the Internet.

        (b)  Licensor shall have the right to broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, over or by means of the Internet "clips" from Programs covered by this Agreement so long as (i) in the case of novelas, clips from any episode of a Program may not exceed 30 seconds in the aggregate in duration and no clips may be used which are from any of the last 5 chapters of any such novela or from any portion of any episode that reveals the resolution of any plot or conflict (provided that such restriction regarding final chapter clips and clips revealing plot or conflict resolution with respect to any novela shall not be applicable before 6 months prior to UCI's broadcast of such novela and UCI will give Licensor reasonable notice to enable Licensor to comply with this restriction), (ii) in the case of Programs (other than novelas and sports events) clips from any episode of a Program may not exceed 60 seconds in the aggregate in duration and (iii) in the case of sports events, clips are (a) to be carried with at least a 5 minute delay from the live event and (b) limited to highlights of such event of not more than 2 minutes per highlight clip and 10 minutes in the aggregate.

        (c)  To the extent appropriate technology exists or is hereafter developed so that video images through a streaming media or other similar application (hereinafter "streaming video") can be sold through the Internet on a subscription basis, then Licensor and its Affiliates may exploit, or permit others to exploit, outside the Territory the sale of Programs selected by Televisa (all such Programs being referred to as "Televisa Internet Content") via the Internet on a subscription basis only; provided that Televisa or such other person uses commercially reasonable efforts to prohibit reception of such Televisa Internet Content in Territory.

        (d)  After the fifth anniversary of the Restatement Date, unless the parties otherwise agree in writing, for the purposes of determining the rights of Licensor and its Affiliates with respect to the Internet, Section 1.3 of this Agreement shall revert to the provisions of Section 1.3 as in effect immediately prior to the date hereof as set forth on Exhibit A hereto, and no presumption shall be implied or created by the modification to Section 1.3 as of the date hereof, or the agreements and transactions entered into by Licensor and Licensee and their respective Affiliates as of the date hereof, it being acknowledged and agreed that Licensor and Licensee disagree as to the rights of Licensor and its Affiliates under Section 1.3 as in effect prior to the Restatement Date and Licensor and Licensee and their respective Affiliates reserve all rights.

        IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.

TELEVISA INTERNACIONAL, S.A. DE C.V.

By:

Title:

UNIVISION COMMUNICATIONS INC.

By:

Title:

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Exhibit A

        1.3  Licensor and its Affiliates shall have the right and ability to, and to permit others to: (i) transmit or re-transmit in any electronic form or other means, from any television station in Mexico, or via satellite which receives its signal from any earth station or other facility in Mexico, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or re-transmissions may be viewed in the Territory, provided that neither Licensor nor its Affiliates consent to the retransmission of such Programs by any television station in the Territory or by any cable system in the Territory that is located beyond 35 miles from the community of license of any transmitting television station in Mexico transmitting the Programs (any such cable re-transmission within such 35 mile limit being hereby expressly permitted); and (ii) market and promote and otherwise generate revenues (including, but not limited to, the sale of advertising time) attributable to the ability of viewers in the Territory to receive such Programs.

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Annex A

Annual Cap

YEAR	AMOUNT
2002	$12.8 million
2003	$13.2 million
2004	$13.7 million
2005	$15.0 million
2005	$15.5 million
2007	$7.6 million
2008	$8.5 million
2009	$8.5 million
2010	$8.5 million
2011	$9.5 million
2012	$7.0 million

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GUARANTY

        For and in consideration of the execution by UNIVISION COMMUNICATIONS INC. ("Licensee") of that Second Amended and Restated Program License Agreement (the "License Agreement"; terms not defined herein shall have the meaning given to them in the License Agreement), between Licensee and TELEVISA INTERNACIONAL, S.A. de C.V.. ("Licensor"), of even date herewith, GRUPO TELEVISA, S.A. ("Guarantor") hereby agrees as follows:

        1.    Guarantor confirms and joins in the representations and warranties made by Licensor in 2btion 6 of the License Agreement;

        2.    Guarantor agrees that for the term of the License Agreement it and its Affiliates will produce each year for Licensee's use at least 8,531 hours of Programs which Programs will be representative of the quality of Programs produced by Licensor and its Affiliates during calendar year 2000. Of such 8,531 hours (i) for each of the first five years following the Restatement Date, Guarantor agrees that it or its Affiliates will produce on an annual basis novelas sufficient for five hours per day, five days per week; and (ii) for each year following the fifth anniversary of the Restatement Date, Guarantor agrees that it or its Affiliates will produce on an annual basis novelas sufficient for the lower of (a) five hours per day, five days per week or (b) five times the sum of (x) the average number of hours per day in the preceding year during which novelas are broadcast on the Univision Network during prime time hours plus (y) one hour. If after the fifth anniversary of the Restatement Date, the popularity of novelas in Mexico materially decreases, Guarantor may request that the minimum novela production requirements be lowered with the addition of a mutually agreeable corresponding production requirement in a different genre, and Licensee will negotiate such proposals with Guarantor in good faith, based on the popularity of novelas and the different genre in the United States. Except with respect to the hours of novelas described above, nothing herein shall require Guarantor to produce any particular type or mix of programs. The provision of this 2btion 2 shall be subject to force majeure as provided in 2btion 9 of the License Agreement.

        3.    Guarantor guarantees the full performance by Licensor of all of its obligations under the License Agreement and further agrees to be bound, and cause its Affiliates to be bound, by the provisions of the License Agreement applicable to it or such Affiliates, as the case may be.

        4.    Guarantor irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Guarantor irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Guarantor irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to Guarantor in care of the Process Agent at the Process Agent's above address, and Guarantor irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, Guarantor consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to Licensor at its address specified in or pursuant to 2btion 14 of the License Agreement. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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

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        6.    Guarantor agrees that its obligations hereunder (the "Obligations") are irrevocable, absolute, independent, unconditional and continuing, and shall not be subject to any limitation, impairment or discharge for any reason, including any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than indefeasible performance in full of the Obligations. Guarantor hereby waives notice of acceptance of this guaranty, presentments, notices of default, nonpayment, partial payments and protest, all other notices or formalities, any right to require pro2bution of collection or remedies against Licensor or any other person or entity or to pursue any other remedy in Licensee's power. Without limiting the generality of any other waiver or provision set forth herein, Guarantor hereby waives, to the maximum extent such waiver is permitted by law, any and all defenses arising directly or indirectly under any one or more of California Civil Code §§ 2808, 2809, 2810, 2815, 2819, 2839, 2849, 2850, 2899 and 3433. Guarantor agrees that one or more, and successive and/or concurrent, actions may be brought against it, either in the same action in which Licensor or any other person is sued on in separate actions and that the cessation of the liability of Licensor for any reason, other than full payment and performance of the obligations, shall not in any way affect the liability of the undersigned hereunder.

The rights, powers and remedies given to Licensee by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Licensee by virtue of any statute or rule of law or in the license agreement. Any forbearance or failure to exercise, or any delay by Licensee in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

In case any provision in or Obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or Obligations, or of such provision or Obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

This Guaranty is a continuing guaranty and shall be binding upon Guarantor and its successors and assigns. This Guaranty shall inure to the benefit of Licensee and its successors and assigns.

To the extent Guarantor is guaranteeing payment obligations of Licensor under the terms of the License Agreement ("Payment Obligations"), this guaranty is a guaranty of payment when due and not of collectibility. Licensee may from time to time, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any limitation, impairment or discharge of Guarantor's liability hereunder, (i) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the obligations of Licensor or any agreement relating thereto; (ii) have stayed or enjoined, by order of court, by operation of law or otherwise, the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the obligations of Licensor or any agreement relating thereto; (iii) waive, amend or modify, or consent to departure from, any of the terms or provisions of the License Agreement; and (iv) omit or delay in doing any act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the obligations.

Guarantor hereby waives, for the benefit of the Licensee: (i) any defense arising by reason of the incapacity or lack of authority of Licensor; (ii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; and (iii) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of Guarantor's obligations hereunder.

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Until any Payment Obligations shall have been paid in full, Guarantor shall withhold exercise of any right of subrogation. Guarantor further agrees that, to the extent the withholding of its rights of subrogation as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against Licensor shall be junior and subordinate to any rights Licensee may have against Licensor.

In the event that all or any portion of any Payment Obligations are paid by Licensor, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from Licensee as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Payment Obligations for all purposes under this Guaranty.

        7.    Guarantor shall not be liable for or suffer any penalty or termination of rights hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by circumstances beyond the reasonable control of Guarantor, including but not limited to acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation. Guarantor shall promptly notify Licensee in writing of any such event of force majeure, the expected duration thereof, and its anticipated effect on Licensee and make reasonable efforts to remedy any such event, except Guarantor shall be under no obligation to settle a labor dispute.

DATED:
	GRUPO TELEVISA, S.A.
	By:
		Name:
		Title:
Accepted and Agreed:
UNIVISION COMMUNICATIONS INC.
By:
Its:

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Schedule 1

NOTICES

(i)	If to Licensee:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: Robert V. Cahill, Esq. Telecopier: (310) 556-3568

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QuickLinks

Exhibit 10.7

Exhibit A
Annex A
Annual Cap
GUARANTY
NOTICES

EX-10.9

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Exhibit 10.9

AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENT

        This AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENT is entered into as of December 19, 2001 and amends and restates the International Program Rights Agreement dated October 2, 1996 by and between UNIVISION COMMUNICATIONS INC., a Delaware corporation ("UCI" and other entities directly or indirectly controlled by UCI hereinafter referred to collectively as "Univision"), Grupo Televisa, S.A. ("Televisa") and Venevision International, Inc. ("Venevision").

1.    Grandfathered Programs.

1.1  The parties hereto agree that with respect to each Grandfathered Program to which Univision has applicable rights (i) Univision shall own in the United States and its territories and possessions, excluding Puerto Rico (the "Univision Territory") in perpetuity all rights of every kind and nature, including without limitation all television, theatrical motion picture, live stage, merchandising, music, publication, sequel, remake, spin-off, ancillary and subsidiary rights, in and to such Grandfathered Program and (ii) to the extent Univision has acquired the applicable rights in each applicable territory, Televisa shall own in Mexico (the "Televisa Territory"), Venevision shall own in Venezuela (the "Venevision Territory"), and Televisa and Venevision shall each own an undivided interest in 100% of the remainder of the world outside the Univision Territory, Mexico and Venezuela (the "Remainder Territory") in such respective percentages as Televisa and Venevision shall from time to time designate in a joint notice to Univision, corresponding rights and the copyrights, renewals and extensions of copyrights in all such Grandfathered Programs for the period described in Section 1.2 below. Without limiting the generality of the foregoing, the holders of the respective rights described above have the sole, exclusive and unencumbered right in their respective Territories to distribute, cut, edit, telecast, exhibit, sell, use, license and otherwise exploit each Grandfathered Program and all rights therein in any medium, whether now known or hereafter devised, and in such manner and to the extent, if at all, as the party(ies) holding such rights shall determine in its sole discretion. Notwithstanding the foregoing, a remake, sequel, prequel, spinoff or other derivative work (each, a "derivative work") based on a Grandfathered Program, shall not be a Grandfathered Program hereunder unless such derivative work, if produced by Univision, by its own terms falls within the definition of a Grandfathered Program under this Agreement. Univision, Televisa and Venevision shall execute or cause to be executed such further documents and instruments as any one thereof may reasonably request in order to effectuate the terms and intentions of this Section 1.1. Subject to Section 6, Univision agrees to use commercially reasonable efforts to obtain the rights in the Territories for all Grandfathered Programs and agrees to use good faith efforts not to structure agreements with respect to Grandfathered Programs in a manner intended to cause such rights not to be available. The parties acknowledge that Univision has no rights in Chile to the Program "Sabado Gigante."

1.2  (a) At such time as the Televisa Program License is terminated, all rights in Grandfathered Programs granted to Televisa pursuant to Section 1.1 above, shall revert to Univision, and subject to Section 11, Televisa shall have no further right to any Grandfathered Program under this Agreement.

        (b)  At such time as the Venevision Program License Agreement is terminated, all rights in Grandfathered Programs granted to Venevision pursuant to Section 1.1 above, shall revert to Univision, and subject to Section 11, Venevision shall have no further right to any Grandfathered Program under this Agreement.

2.    New Programs.

2.1  The parties hereto agree that with respect to each New Program to which Univision has applicable rights (i) subject to clause (ii) below, Univision shall own in perpetuity all worldwide rights of every kind and nature, including without limitation all television, theatrical motion picture, live stage, merchandising, music, publication, sequel, remake, spin-off, ancillary and

subsidiary rights, in and to such New Program and (ii) to the extent Univision has acquired the applicable rights in each applicable territory, (x) Televisa and Venevision shall have the sole, exclusive and unencumbered right to Broadcast (as defined in the Program License Agreements) the New Program(s) in their respective Territories and the right to cut and edit such New Program(s) for such Broadcast and (y) Televisa and Venevision shall have merchandising rights in such New Program(s) in their respective Territories. Univision, Televisa and Venevision shall execute or cause to be executed such further documents and instruments as any one thereof may reasonably request in order to effectuate the terms and intentions of this Section 2.1. Subject to Section 6, Univision agrees to use commercially reasonable efforts to obtain the rights in the Territories for all New Programs and agrees to use good faith efforts not to structure agreements with respect to New Programs in a manner intended to cause such rights not to be available.

2.2  (a) At such time as Televisa and its Affiliates no longer own the Required Amount, all rights in New Programs granted to Televisa pursuant to Section 2.1 above, shall revert to Univision, and subject to Section 11, Televisa shall have no further right to any New Program under this Agreement; provided however, that if Televisa no longer owns the Required Amount as a result of UCI's consummation of any of the transactions referred to in Article III, Section 12(a)(i) or (ii) of UCI's Amended and Restated Bylaws (as in effect on the date hereof), then at such time as the Televisa Program License is terminated, the rights granted to Televisa pursuant to Section 2.1 above shall revert to Univision, and subject to Section 11, Televisa shall have no further right to any New Program under this Agreement.

        (b)  At such time as the Cisneros Brothers and their Permitted Transferees (as defined in UCI's Restated Certificate of Incorporation) no longer own the Required Amount, all rights in New Programs granted to Venevision pursuant to Section 2.1 above, shall revert to Univision, and subject to Section 11, Venevision shall have no further right to any New Program under this Agreement; provided however, that if Cisneros Brothers and their Affiliates no longer owns the Required Amount as a result of UCI's consummation of any of the transactions referred to in Article III, Section 12(a)(i) or (ii) of UCI's Amended and Restated Bylaws (as in effect on the date hereof), then at such time as the Venevision Program License is terminated, the rights granted to Venevision pursuant to Section 2.1 above shall revert to Univision, and subject to Section 11, Venevision shall have no further right to any New Program under this Agreement.

3.    Univision Rights.    Univision and its Affiliates shall have the right and ability to, and to permit others to: (i) transmit or retransmit via satellite which receives its signal from any earth station or other facility in the Univision Territory to any television station in or cable system serving the Univision Territory, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or retransmissions may be incidentally viewed in Territories other than the Univision Territory ("Other Territories"); (ii) transmit or retransmit from any television station located in the United States any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or re-transmissions may be incidentally viewed in Other Territories; (iii) transmit via satellite to any direct-to-home subscribers located in the Univision Territory, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions may be intercepted by unauthorized recipients in the Other Territories, and (iv) transmit via the Internet (x) Univision's national network evening news broadcast, (y) religious service telecasts, and (z) charitable and non-commercial specials (e.g., telethons and presidential speeches).

        Notwithstanding the foregoing exceptions, neither Univision nor its Affiliates shall consent to, and each shall use its commercially reasonable efforts to prohibit, (A) the transmission or retransmission of such Programs by (x) any television station in any Other Territory, (y) any cable system in any Other Territory that is located beyond 35 miles from the community of license of any transmitting television station in the United States transmitting the Programs (any such cable transmission or re-transmission

2

within such 35 mile limit being hereby expressly permitted) or (z) any other means of broadcasting in or into any Other Territory, and (B) the sale of any direct-to-home or similar services, or any mechanical device, authorization code or other access devices, to persons located outside the Univision Territory for the purpose of receiving Programs in contravention of this Section 3.

        To the extent that Univision has the right to transmit or retransmit under clause (ii) and (iv) above, Univision shall have the right to market and promote and otherwise generate revenues (including, but not limited to, the sale of advertising time) attributable to the ability of viewers in the any Other Territory to receive Programs contained in such transmissions. The parties acknowledge and agree that this Section 3 is intended solely to insure that Univision will not be in violation of this Agreement merely because transmissions or retransmissions from stations located in the Univision Territory or transmissions or retransmissions from satellite signals intended for television stations, cable systems or direct-to-home subscribers in the Univision Territory, and over the Internet as provided above, may be incidentally viewed by unauthorized recipients in Other Territories, and is not intended to give Univision any right to broadcast, or license others to broadcast, Programs intended for viewing or which may be viewed in the Territories other than the Univision Territory other than in accordance with the other provisions of this Agreement.

4.    Other Networks    (a) If Univision or any Affiliate of Univision forms any network (an "Other Network") other than the Univision Network or the Galavision Network, subject to the provisions of this Section 4 and Section 5.2 below, neither Televisa nor Venevision shall have any rights in or to any program produced or acquired by Univision for any Other Network in accordance with the terms of this Agreement.

        (b)  Neither Univision nor any Affiliate of Univision shall be entitled to air any Grandfathered Program, New Program or Designated Special, or any remake, sequel, prequel or spinoff (as those terms are customarily defined in the television broadcast industry) of any Grandfathered Program, New Program or Designated Special on any Other Network without the consent of Televisa and Venevision.

        (c)  Univision shall not be entitled to air any program on the Univision Network (as defined in the Televisa Program License Agreement and Venevision Program License Agreement) or the Galavision Network (as defined in the Televisa Program License Agreement and Venevision Program License Agreement) (i) that has previously been aired on any Other Network and (ii) for which broadcast rights have been licensed by Univision to a third party in either Mexico or Venezuela without the consent of Televisa or Venevision, respectively.

5.    Rights of First Negotiation and Offer.

5.1  If Univision or any Affiliate of Univision wishes to engage a third party distributor to distribute Programs in which Univision has rights in any Territory other than in the Univision Territory, Univision will first offer to Televisa and Venevision a joint right of first negotiation to act as distributor for Univision in such Territories. If Televisa and Venevision wish to negotiate with Univision to act as distributor to Univision, Univision, Televisa and Venevision will negotiate in good faith for a period of 30 days to reach agreement on the terms of a distribution arrangement. If Univision, Televisa and Venevision cannot reach agreement on the terms of a distribution arrangement within such 30 day period, Univision shall be free to enter into a distribution arrangement with a third party distributor on terms no less favorable to Univision than those offered by Televisa and Venevision.

5.2  If Univision wishes to license or broadcast any program not broadcast on the Univision Network or the Galavision Network in Mexico or Venezuela, Univision will first offer to Televisa and/or Venevision, as applicable, a right of first offer to license such program in Mexico or Venezuela, as the case may be. Televisa and Venevision will have a period of 10 business days to make an offer with

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respect to the license of such program. If Univision does not wish to accept such offer, Univision shall be free to license such program to a third party for broadcast in Mexico or Venezuela on terms no less favorable to Univision than those offered by Televisa or Venevision; or Univision may itself broadcast such program in Mexico or Venezuela, as applicable. Notwithstanding the foregoing, if Univision or any Affiliate of Univision wishes to license or broadcast a program that has aired on the Telefutura Network and after compliance with the right of first offer described above, Univision and Televisa or Venevision, as applicable, cannot reach agreement on a license for Mexico or Venezuela, as applicable, Univision will not license or broadcast such program to a third party for broadcast or itself broadcast in Mexico or Venezuela, as applicable.

6.    Cost Obligations.    To the extent any costs are incurred or payment or clearances are required with respect to the exploitation of any Program in any the Remainder Territory, the Televisa Territory or the Venevision Territory, including, but not limited to, residual or royalty obligations and participations, the party or parties having the rights to exploit such Program in such Territory shall be responsible for all such costs, payments or clearances, as applicable. Notwithstanding the generality of the foregoing, Univision shall not have the ability to commit Televisa or Venevision to any of the foregoing costs, payments or clearances with respect to any Program unless (i) Televisa or Venevision, as the case may be, gives prior approval or (ii) Televisa or Venevision, as the case may be, airs or licenses such Program.

7.    Internet.

7.1  Notwithstanding anything to the contrary contained in this Agreement, for a period of five (5) years from the date hereof, except to the extent permitted by Sections 7.2 and 7.3 below, and after the fifth anniversary of the date hereof, except to the extent permitted by Section 7.4 below, and except to the extent, if any, otherwise permitted by this Agreement (i) neither Televisa or Venevision may broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, any Program or any portion thereof over or by means of the internet, or similar systems, now existing or hereafter developed ("Internet") and (ii) Univision may not broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit any Programs covered by this Agreement (or any portion thereof) over or by means of the Internet.

7.2  Univision shall have the right to broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, over the Internet "clips" from Programs covered by this Agreement and Televisa and Venevision shall have the right to broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, over the Internet "clips" from Grandfathered Programs covered by this Agreement, in each case so long as (i) in the case of novelas, clips from any episode of a Program may not exceed 30 seconds in the aggregate in duration and no clips may be used which are from any of the last 5 chapters of any such novela or from any portion of any episode that reveals the resolution of any plot or conflict, (ii) in the case of programs (other than novelas and sports events), clips from any episode of a Program may not exceed 60 seconds in the aggregate in duration and (iii) in the case of sports events, clips are (a) to be carried with at least a 5 minute delay from the live event and (b) limited to highlights of such event of not more than 2 minutes per highlight clip and 10 minutes in the aggregate.

7.3  To the extent appropriate technology exists or is hereafter developed so that video images through a streaming media or other similar application (hereinafter "streaming video") can be sold through the Internet on a subscription basis, then Univision may exploit, or permit others to exploit, in the Territory the sale of Univision Programs selected by Univision (all such programs being referred to as "Univision Internet Content") via the Internet on a subscription basis only; provided that Univision or such other person uses commercially reasonable efforts to prohibit reception of such Univision Internet Content outside the Territory.

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7.4  After the fifth anniversary of the date hereof, unless the parties otherwise agree, for the purposes of determining the rights of Univision and its Affiliates with respect to the Internet, Section 3 of this Agreement shall revert to the provisions of Section 3 as in effect immediately prior to the date hereof as set forth on Exhibit A hereto, and no presumption shall be implied or created by the modification to Section 3 as of the date hereof, or the agreements and transactions entered into by Univision, Televisa and Venevision and their respective Affiliates as of the date hereof, it being acknowledged and agreed that the parties disagree as to the rights of Univision and its Affiliates under Section 3 as in effect prior to the date hereof and the parties and their respective Affiliates reserve all rights.

8.    Definitions.

        "Affiliates" of a person means any person that directly or indirectly controls, is controlled by, or is under common control with the person in question. For the purposes of this definition, "control", when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

        "Broadcast Period" means (i) for novelas or other Programs with a plot line continuing through more than one episode, the time necessary to broadcast all episodes on a continuing basis without substantial interruption and (ii) for all other programs (excluding one-program shows), (x) for weekly programs, the time period necessary to broadcast 26 episodes of the Program without substantial interruption, which under normal circumstances is expected to be 26 continuous weeks and (y) for daily programs (Monday through Friday), 26 weeks.

        "Designated Specials" means the specials set forth on Schedule 1 hereto (to the extent and frequency described on such schedule), and if such specials are not produced on the frequency set forth on Schedule 1, such other specials having the same format, theme and frequency as the specials not so produced. Univision agrees to determine the frequency of specials in the ordinary course and use good faith in determining Designated Specials.

        "Existing Programs" means all Programs being produced by Univision as set forth on Schedule 1 hereto.

        "Grandfathered Programs" means all Existing Programs, all Replacement Programs and all Designated Specials.

        "New Programs" means all Programs other than Grandfathered Programs.

        "Program License Agreements" means the Televisa Program License Agreement and the Venevision Program License Agreement.

        "Programs" means television programs initially produced in the Spanish language or programs with Spanish subtitles produced directly or indirectly by or for the Univision Network or the Galavision Network and to be produced directly or indirectly by or for the Univision Network or the Galavision Network for broadcast at any time and which are available for broadcast and to which the Univision Network or the Galavision Network has the rights to Broadcast in an applicable Territory including, without limitation, in the following categories: novelas, musicals, variety shows, situation comedies, game shows, talk shows, children's shows, news shows, cultural and educational programs, and sports programs. Programs do not include programs acquired by Univision from Televisa or Venevision.

        "Replacement Program" means any Program that (A) shares at least two out of four of the following characteristics with an Existing Program or another Replacement Program (each, a "Replaced Program") (i) it has a substantially similar format and theme to such Replaced Program, (ii) it shares a material amount of talent with such Replaced Program, (iii) it is in the same day-part as such Replaced Program and (iv) it shares the same or a substantially similar name with such Replaced Program; and

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(B) commences broadcast on Univision Network or Galavision Network within six months prior to or within six months after the termination of broadcast of such Replaced Program on such network. A special will only be required to comply with clause (A) above.

        "Required Amount" in the case of Televisa and Venevision shall have the meaning given to such term in the Restated Certificate of Incorporation of Univision Communications Inc.

        "Telefutura Network" means the Telefutura Network of affiliated broadcast stations, cable outlets and other affiliated broadcast outlets broadcasting the Telefutura Network.

        "Televisa Program License Agreement" means that certain Second Amended and Restated Program License Agreement between Televisa International, S.A. de C.V. and UCI (as successor to The Univision Network Limited Partnership) dated as of the date hereof, as it may be amended from time to time.

        "Territories" means the Univision Territory, the Televisa Territory, the Venevision Territory and the Remainder Territory.

        "Venevision Program License Agreement" means that certain Second Amended and Restated Program License Agreement between Venevision International Inc. (as successor to Dennevar, B.V.), and UCI (as successor to The Univision Network Limited Partnership) dated as of the date hereof, as it may be amended from time to time.

        "without substantial interruption" means that the Programs will be scheduled and run on a continuing periodic basis except for occasional network preemption to accommodate one-time specials or programs which, because of their nature or timeliness or because of applicable rules, must in a person's reasonable judgment be broadcast in lieu of the regularly scheduled Program.

9.    Representations and Warranties of Univision.

9.1  To the extent Univision is granting rights hereunder, Univision hereby agrees, warrants and represents as follows:

        (a)  Univision has or will have the right to grant to Televisa and Venevision the rights to the Programs in the applicable Territories set forth in this Agreement, including but not limited to the necessary literary, artistic, technological and intellectual property rights and has secured or will secure all necessary written consents, permissions and approvals for incorporation into such Programs of the names, trademarks, likenesses and/or biographies of all persons, firms, products, companies and organizations depicted or displayed in such Programs, and any preexisting film or video footage produced by third parties;

        (b)  There are no and will not be any pending claims, liens, charges, restrictions or encumbrances on the Programs that conflict with the rights granted hereunder to such Programs in the applicable Territories;

        (c)  The main and end titles of the Programs and all publicity, promotion, advertising and packaging information and materials supplied by Univision will (i) contain all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of such Programs who are entitled to receive credit and (ii) comply with all applicable contractual, guild, union and statutory requirements and agreements;

        (d)  The broadcast of Programs in the applicable Territories will not infringe on the rights of any third party, (including but not limited to copyright, patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or "moral rights" (to the extent such moral rights are recognized by United States law));

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        (e)  Except to the extent expressly permitted by this Agreement, Univision has not and will not grant or license to others, and will not itself exercise, any rights to broadcast the Programs in the applicable Territories; and

        (f)    All Programs (and elements thereof) will be delivered as reasonably agreed to by the parties in a manner consistent with customary practice.

10.  Indemnification.

        (a)  Univision agrees to hold Televisa and Venevision and their respective directors, officers, employees, agents and shareholders (collectively the "Televisa and Venevision Indemnitees") harmless, from any claims, deficiencies, assessments, liabilities, losses, damages, expenses (including, without limitation, reasonable fees and expenses of counsel) (collectively, "Losses") which any Televisa or Venevision Indemnitee may suffer by reason of Univision's breach of, or non-compliance with, any covenant or provision herein contained or the inaccuracy of any warranty or representation made in this Agreement and any such damages shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to such Televisa or Venevision Indemnitee on account of such Televisa or Venevision Indemnitee's payment of such claim; (ii) insurance proceeds which such Televisa or Venevision Indemnitee has or will receive in connection with such claim, and (iii) any recovery from third parties in connection with such claim; provided, however, that Univision shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if such Televisa or Venevision Indemnitee provides Univision with an undertaking to reimburse Univision for the amount of any such claim ultimately received; and provided, further, that no Televisa or Venevision Indemnitee shall have any obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Univision is subrogated (in form and substance satisfactory to Univision) to such Televisa or Venevision Indemnitee's claims in respect of such insurance or third parties.

        (b)  Televisa and Venevision agree to indemnify Univision, its direct and indirect partners or shareholders and all officers, directors, employees and agents of any of the foregoing (the "Univision Indemnitees") against and hold the Univision Indemnitees harmless from any and all Losses incurred or suffered by any Univision Indemnitee arising out of any program or commercial material (apart from the Programs) furnished by such person and any such damages shall be reduced by: (i) the amount of any net tax benefit ultimately accruing to such Univision Indemnitee on account of such Univision Indemnitee's payment of such claim; (ii) insurance proceeds which such Univision Indemnitee has or will receive in connection with such claim, and (iii) any recovery from third parties in connection with such claim; provided, however, that neither Televisa nor Venevision shall delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if such Univision Indemnitee provides Televisa or Venevision, as the case may be, with an undertaking to reimburse Televisa or Venevision, as the case may be, for the amount of any such claim ultimately received; and provided, further, that such Univision Indemnitee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Televisa or Venevision is subrogated (in form and substance satisfactory to Televisa or Venevision) to such Univision Indemnitee's claims in respect of such insurance or third parties.

        (c)  The following procedures shall govern all claims for indemnification made under any provision of this Agreement. A written notice (an "Indemnification Notice") with respect to any claim for indemnification shall be given by the party seeking indemnification (the "Indemnitee") to the party from which indemnification is sought (the "Indemnitor") within thirty (30) days of the discovery by the Indemnitee of such claim, which Indemnification

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Notice shall set forth the facts relating to such claim then known to the Indemnitee (provided that failure to give such Indemnification Notice as aforesaid shall not release the Indemnitor from its indemnification obligations hereunder unless and to the extent the Indemnitor has been prejudiced thereby). The party receiving an Indemnification Notice shall send a written response to the party seeking indemnification stating whether it agrees with or rejects such claim in whole or in part. Failure to give such response within ninety (90) days after receipt of the Indemnification Notice shall be conclusively deemed to constitute acknowledgment of the validity of such claim. If any such claim shall arise by reason of any claim made by third parties, the Indemnitor shall have the right, upon written notice to Indemnitee within thirty (30) days after receipt of the Indemnification Notice, to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to Indemnitee, at Indemnitor's expense, and the Indemnitee shall have the right, at its own expense, to employ counsel to represent it; provided, however, that if any action shall include both the Indemnitor and the Indemnitee and there is a conflict of interest because of the availability of different or additional defenses to the Indemnitee, the Indemnitee shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the Indemnitor's expense. The Indemnitee shall cooperate fully to make available to the Indemnitor all pertinent information under the Indemnitee's control as to the claim and shall make appropriate personnel available for any discovery, trial or appeal. If the Indemnitor does not elect to undertake the defense as set forth above, the Indemnitee shall have the right to assume the defense of such matter on behalf of and for the account of the Indemnitor; provided, however, the Indemnitee shall not settle or compromise any claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor may settle any claim at any time at its expense, so long as such settlement includes as an unconditional term thereof the giving by the claimant of a release of the Indemnitee from all liability with respect to such claim.

11.    Term.    Subject to Sections 1.2 and 2.2, the term of this Agreement shall be until December 17, 2017. Any license in effect for any Program at the date of termination of this Agreement (or the termination of any rights under this Agreement) shall continue through the Broadcast Period for such Program, with no right of re-license or extension at the end thereof and all of the rights and obligations of the parties under this Agreement with respect to such license will continue through the Broadcast Period for such Program, it being agreed that the parties shall enter into mutually satisfactory royalty arrangements with respect to the Broadcast Period following the termination of this Agreement in order to compensate Univision for the use of Programs during such period and, if the parties are unable to agree upon such royalty arrangements, the amount thereof shall be determined based on prevailing market conditions.

        In addition this Agreement may be terminated by Univision with respect to Televisa or Venevision, as the case may be, if Televisa or Venevision, as the case may be (i) materially breaches its obligations hereunder and fails to cure such breach within 180 days of notice thereof by the party seeking termination (which notice shall describe the breach in reasonable detail); or (ii) asserts a Force Majeure Event under Section 12 as a relief from substantially all of its obligations hereunder for a period in excess of one year and this Agreement may be terminated by Televisa and Venevision with respect to Univision, if Univision (i) materially breaches its obligations hereunder and fails to cure such breach within 180 days of notice thereof by the party seeking termination (which notice shall describe the breach in reasonable detail); or (ii) asserts a Force Majeure Event under Section 12 as a relief from substantially all of its obligations hereunder for a period in excess of one year.

12.    Force Majeure.    No party hereto shall be liable for or suffer any penalty or termination of rights hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by circumstances

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beyond the reasonable control of the party so failing or delaying, including but not limited to acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption of or delay in transportation (a "Force Majeure Event"). Each party shall promptly notify the others in writing of any such Force Majeure Event, the expected duration thereof, and its anticipated effect on the party affected and make reasonable efforts to remedy any such event, except that no party shall be under any obligation to settle a labor dispute.

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

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

15.    Jurisdiction; Venue; Service of Process.    Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of our relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA, 90017 as his or its agent to receive on behalf of him or it and his or its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 16. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

16.    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgment by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as set forth on Schedule 1 or to such other addresses as may be specified by like notice to the other parties.

17.    Assignments.    Any party may assign its rights hereunder and delegate its duties hereunder, in whole or in part, to an Affiliate able to perform the assignor's obligations hereunder, and any party may assign its rights hereunder and delegate its duties hereunder to any person or entity to which all or substantially all of such party's businesses and assets are pledged or transferred. No such assignment or delegation shall relieve any party of its obligations hereunder. Any such assignment or delegation authorized pursuant to this Section 17 shall be pursuant to a written agreement in form and substance reasonably satisfactory to the parties. Except as otherwise expressly provided herein, neither this Agreement nor any rights, duties or obligations hereunder may be assigned or delegated by any of the parties, in whole or in part, whether voluntarily, by operation of law or otherwise. Any attempted assignment or delegation in violation of this prohibition shall be null and void. Subject to the foregoing, all of the terms and provisions hereof shall be binding upon, and inure to the benefit of, the successors

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and assigns of the parties. Nothing contained herein, express or implied, is intended to confer on any person other than the parties or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Pursuant to the financing documents relating to financing to UCI, the Administrative Agent (for the benefit of the various lenders) has been granted a security interest in and to all of UCI's rights in this Agreement. The parties hereto acknowledge and consent to the grant of such security interest.

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

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

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

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

22.    Specific Performance.    The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction pursuant to Section 15, this being in addition to any other remedy to which they are entitled at law or in equity.

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

UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
Title:	EVP
GRUPO TELEVISA, S.A.
By:	/s/  JORGE LUTTEROTH
Title:	Attorney in Fact
By:	/s/  MA. AZUCENA DOMINGUEZ
Title:	Attorney in Fact
By:	/s/  JUAN MIJARES
Title:	Attorney in Fact
VENEVISION INTERNATIONAL, INC.
By:	/s/  ALEJANDRO RIVERA
Title:	Vice President

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Exhibit 10.9

AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENT

EX-10.10(1)

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Exhibit 10.10.1

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

AMENDED AND RESTATED WARRANT
(Fourth Amendment)

to Purchase Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Televisa Internacional, S.A de C.V., a Mexican corporation, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof an aggregate of 2,000 shares of Class T Common Stock (or Class A Common Stock as provided herein) at a purchase price of $0.032195 per share, all on the terms and conditions and subject to the adjustments provided herein. This Amended and Restated Warrant (this "Warrant") is executed and delivered with reference to the following facts:

        A. Prior to the date hereof the Company issued warrants to Univision Special Partnership II, L.P. ("USPII"), the prior holder of this Warrant, to purchase up to 3,534 shares of Class T Common Stock of the Company (the "Original Warrant").

        B. The Original Warrant contemplated the merger of PTI Holdings Inc., a Delaware corporation that is 80% owned by the Company, ("PTIH") with the Company.

        C. Prior to such merger, the number of shares of Class T Common Stock issuable upon exercise of the Original Warrant was limited to 3,534 shares.

        D. The Original Warrant contained provisions regarding adjustment to the number of shares issuable upon exercise of the Original Warrant upon the merger of PTIH and the Company.

        E. The Original Warrant provided that if PTIH merged into the Company, the number of shares which could be purchased upon exercise of this Warrant would be reduced in accordance with the terms of the Original Warrant.

        F. The Company and PTIH combined and the Company became the sole owner of PTIH.

        G. The Company and USPII amended and restated the Original Warrant to reflect the combination of PTIH and the Company and accurately to reflect the number of shares of Common Stock that will be issuable upon exercise of this Warrant.

        H. The Company and USPII amended and restated the Amended and Restated Warrant dated as of October 2, 1996 to reflect the Company's two-for-one stock split of its Common Stock effective January 12, 1998.

        I. The Company and USPII again amended and restated the Amended and Restated Warranty to reflect the Company's two-for-one stock split of its Common Stock effective August 11, 2000.

Section 1. Certain Definitions. As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means Grupo Televisa, S.A., a Mexican corporation, and its wholly-owned subsidiaries.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof or a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class T Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

Section 2. Exercise of Warrant.

        2.1    Conditions of Exercise.    The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

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        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

        In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2    Method of Exercise.    The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3    Issuance of Warrant Shares.    Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4    Class of Shares Issued.    If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class T Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If

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the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

Section 3. Transfer of Warrant.

        3.1    Restrictions on Transfer.    Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2    Mechanics of Transfers.    Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

Section 4. Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1    Redemptions and Repurchases.    If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class T Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class T Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class T Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2    Stock Subdivisions, Stock Dividends or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder, will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder, will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

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        4.3    Consolidation, Merger or Sale of Assets.    If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class T Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4    Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class T Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the

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distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5    Notices.    When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6    Computations and Adjustments.    Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

Section 5. Securities Laws. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

Section 6. No Voting Rights. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

Section 7. Reservation of Warrant Shares. The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

Section 8. Loss, Destruction of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

Section 9. Miscellaneous Provisions.

        9.1    Amendments.    The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the

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unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2    Jurisdiction; Venue; Service of Process.    The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

(i)	If to the Company:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle Telecopier: (310) 556-3568
	with a copy to:
		O'Melveny & Myers 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop Telecopier: (310) 246-6780
(ii)	If to the Holder:
		Televisa Internacional, S.A de C.V. c/o Joseph Stern, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Telecopier: (212) 859-8586

or to such other addresses as may be specified by like notice to the other parties.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By:	/s/  C. DOUGLAS KRANWINKLE
		Name:	C. Douglas Kranwinkle
		Title:	Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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Exhibit 10.10.1

AMENDED AND RESTATED WARRANT (Fourth Amendment) to Purchase Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.10(2)

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Exhibit 10.10.2

WARRANT PURCHASE AGREEMENT

        This Warrant Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Grupo Televisa, S.A., a corporation organized under the laws of Mexico ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").

WHEREAS, Buyer has indicated it desires to purchase a Warrant (the "Class T Warrant") to purchase shares of Seller's Class T Common Stock (the "Class T Stock") and a Warrant (the "Class A Warrant"; and together with the Class T Warrant, the "Warrants") to purchase shares of Seller's Class A Common Stock (the "Class A Stock");

WHEREAS, Seller is willing to sell such Warrants to Buyer;

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

        1.    Purchase and Sale of Warrants.    In consideration of the surrender by Buyer of certain governance rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller:

A. the Class T Warrant to purchase an aggregate of 2,725,136 shares of Class T Stock (collectively, the "Class T Warrant Shares"). The shares of Class A Stock issuable upon exercise of the Class T Warrant (i.e., if Buyer or a Permitted Holder (as defined in the Class T Warrant) elects to receive shares of Class A Stock upon exercise of the Class T Warrant or if a party other than Buyer or a Permitted Holder exercises the Class T Warrant) are collectively referred to as the "TA Shares". A form of the Class T Warrant is attached hereto as Exhibit A.

B. the Class A Warrant to purchase an aggregate of 6,274,864 shares of Class A Stock (collectively, the "Class A Warrant Shares"; and together with the TA Shares, the "Warrant Shares"). A form of the Class A Warrant is attached hereto as Exhibit B.

        2.    Representations and Warranties of Seller.    Seller represents and warrants to Buyer as follows:

A.    Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary corporate power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation.Neither the Seller nor any of its subsidiaries is (i) in violation of its charter or bylaws or (ii) in breach or default in the performance or observance of any material agreement to which it is a party or by which it is bound, except as disclosed in the Public Filings (as defined below) and except for such breaches or defaults that would not have a material adverse effect on (x) the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, or (y) Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The execution, delivery and performance of this Agreement by Seller and the exercise of the Warrants will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of Seller or any of its subsidiaries, (b) any law to which Seller or any of its subsidiaries is subject, which

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breach, default or violation would have a Material Adverse Effect or (c) any material agreement to which Seller or any of its subsidiaries is a party or is bound, which breach, default or violation would have a Material Adverse Effect.

D.    No Registration. The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby, other than the exercise of the Warrants, which could require a filing under the HSR Act (as defined below) and could require approval from the Federal Communication Commission, will not require filing or registration with, or the issuance of any permit by, or receipt of any approval or other consent from, any person or entity.

E.    Public Documents. Since December 31, 2000, Seller has filed with the U.S. Securities and Exchange Commission (the "SEC") all reports, proxy materials and registration statements required to be filed by it pursuant to the U.S. federal securities laws and has made all other filings required to be made by it with the SEC (collectively, the "Public Filings"). None of the Public Filings contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each such case as of its filing date, mailing date or effective date, as the case may be. Since the date of the filing with the SEC of Seller's most recent Form 10Q, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) any transaction entered into by Seller or its subsidiaries, other than in the ordinary course of business, that is material to Seller and its subsidiaries, taken as a whole, (C) any dividend or other obligation declared, paid or made by Seller on its capital stock or (D) any incurrence by Seller or its subsidiaries of any material liability or obligation, direct or contingent.

F.    Financial Statements. The consolidated financial statements included in or incorporated by reference into the Public Filings, together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Seller and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein.

G.    Ownership. The Warrants upon issuance, the Class T Warrant Shares and the Warrant Shares upon issuance in accordance with the terms of the Warrants, and the shares of Class A Stock issuable upon the conversion of the Class T Warrant Shares in accordance with the terms of the Class T Stock, will be duly authorized, validly issued and outstanding and fully paid and nonassessable. Except as set forth in the Public Filings, Seller has not entered into any outstanding contracts or other rights to subscribe for or purchase, or contracts or other obligations to issue or grant any rights to acquire, any capital stock of Seller, or to restructure or recapitalize Seller, and, to Seller's knowledge, there are no outstanding contracts to repurchase, redeem or otherwise acquire any capital stock of Seller.

H.    Reservation of Shares. Seller has reserved a sufficient number of shares of Class T Stock for issuance to Buyer or a Permitted Holder upon exercise in full of the Class T Warrant for shares of Class T Stock. Seller has reserved a sufficient number of shares of Class A Stock for issuance upon (i) exercise in full of the Class A Warrant, (ii) exercise in full of the Class T Warrant for shares of Class A Stock or (iii) conversion of the Class T Warrant Shares into shares of Class A Stock in accordance with the terms of the Class T Stock.

I.    Listing on the New York Stock Exchange ("NYSE"). The Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class T Warrant Shares have been, or by February 28, 2002 will be, approved for listing on the NYSE, subject only to official notice of issuance.

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        3.    Representations and Warranties of Buyer.    Buyer represents and warrants to Seller as follows:

A.    Organization. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of Mexico with all necessary power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation of Law; Agreements. The execution, delivery and performance of this Agreement by Buyer will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (i) the charter documents or bylaws of Buyer, (ii) any law to which Buyer is subject, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, or (iii) any agreement to which Buyer is a party, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement.

D.    Investment Intent. Buyer is purchasing the Warrants and if Buyer exercises the Warrants, the Class T Warrant Shares and the Warrant Shares, solely for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law, and Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment represented by its purchase of the Warrants and the Class T Warrant Shares and the Warrant Shares. Buyer acknowledges that the Warrants and the Class T Warrant Shares and the Warrant Shares have not been and prior to issuance will not be registered under the Securities Act or any other securities law and may not be sold, and Buyer hereby covenants that the Warrants and the Class T Warrant Shares and the Warrant Shares will not be sold, in whole or in part, in the United States of America except pursuant to a registration statement effective under the Securities Act or pursuant to an exemption from registration under the Securities Act, and in compliance with all other applicable securities laws.

E.    Accredited Investor. Buyer is an accredited investor within the definition set forth in Rule 501(a) of the regulations promulgated by the SEC pursuant to the Securities Act.

        4.    Continuing Covenants.

A.    Registration Rights. The parties agree and acknowledge that the Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class T Warrant Shares will be subject to the terms and conditions of the Registration Rights Agreement (the "Registration Rights Agreement") dated October 2, 1996 by and among Seller, Buyer and various other parties set forth therein. The parties further agree that for the purposes of the Registration Rights Agreement the Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class T Warrant Shares will be deemed Common Stock held by the Televisa Holders.

B.    HSR Act Matters. Buyer will notify Seller of its intent to exercise the Warrants, which notice will be non-binding and if required under the HSR Act, Seller and Buyer will as promptly as practicable file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") (i) the notification and report form, if any, required for the transactions contemplated by this Agreement, including without limitation any exercise by Buyer of the Warrants, and (ii) any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the "HSR Act"). Seller and Buyer will use commercially reasonable

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efforts to take all such actions, such that the waiting period specified in the HSR Act will expire or be satisfied as soon as reasonably possible. Prior to such expiration or satisfaction, Buyer agrees not to exercise the Warrant in whole or in part.

        5.    General.

A.    Survival. The representations, warranties and agreements in this Agreement will survive any investigation made by either party, and the execution of this Agreement.

B.    Assignment. Seller may not assign this Agreement without the prior written consent of Buyer. In connection with the sale, transfer or hypothecation of the Warrants (or any portion thereof) to any third party, Buyer will assign its rights under this Agreement in so far as they relate to the Warrants (or any portion thereof) sold, transferred or hypothecated to such third party, and such third party will assume in writing the obligations arising under this Agreement relating to the Warrants (or any portion thereof) so sold, transferred or hypothecated. Any such third party shall be deemed to be a Buyer for all purposes of this Agreement with respect to the Warrants (or any portion thereof).

C.    Binding Effect; Parties in Interest. This Agreement is binding on and benefits only the parties and their respective permitted successors and assigns. Nothing in this Agreement gives any rights or remedies to any person other than the parties and their respective permitted successors and assigns, nor does anything in this Agreement relieve or discharge any obligation or liability of any third person to either party. No provision of this Agreement gives any third person any right of subrogation or action over or against either party to this Agreement.

D.    Complete Agreement. This Agreement, including the documents attached to this Agreement as Exhibits, is the complete and exclusive statement of agreement of the parties as to matters covered by it. It replaces and supersedes all prior written or oral agreements or statements by and among the parties with respect to the matters covered by it. No representation, statement, condition or warranty not contained in this Agreement is binding on the parties.

E.    Amendments; Waivers. Any amendment to this Agreement requires the approval of both parties. Any waiver of any right or remedy requires the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by either party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement.

F.    Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either party or its counsel. The parties waive any statute or rule of law to the contrary.

G.    Attorneys' Fees and Costs. If any legal action or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which the prevailing party is entitled.

H.    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws.

I.    Jurisdiction; Venue; Service of Process. Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of our relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or

4

proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by personally delivering of a copy of such process to such party at its address specified in or pursuant to Section 5.M. Each of the parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

J.    Enforcement of Agreement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond.

K.    Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts, each of which will be deemed an original and all of them will constitute one agreement. A facsimile signature page will be deemed an original signature page.

L.    Headings. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.

M.    Notices. Any notice required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

If to Buyer:	If to Seller:
Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier: 011-52-55-5-261-2451	Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attention: C. Douglas Kranwinkle, Esq. Telecopier: (310) 556-3568
With a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern, Esq. Telecopier: (212) 859-8586	With a copy to: O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, CA 90067 Attention: Kendall R. Bishop, Esq. Telecopier: (310) 246-6779

or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.

N.    Further Assurances. Each party will execute and deliver, both before and after the Closing, such further certificates, agreements and other documents and take such other actions as the other

5

party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including the execution and delivery of such assignment and transfer documents as either party may deem necessary or desirable.

        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

BUYER
GRUPO TELEVISA, S.A.
By:	/s/ Jorge Lutteroth	/s/ Ma. Azucena Dominguez	/s/ Juan Mijares
Name:	Jorge Lutteroth	Ma. Azucena Dominguez	Juan Mijares
Title:	Attorney in Fact	Attorney in Fact	Attorney in Fact
SELLER:
UNIVISION COMMUNICATIONS INC.
By:	/s/ C. Douglas Kranwinkle
Name:	C. Douglas Kranwinkle
Title:	Executive Vice President

6

EXHIBIT A

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class T Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Grupo Televisa, S.A., a corporation organized under the laws of Mexico, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 2,725,136 shares of Class T Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

Ex. A-1

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means Grupo Televisa, S.A. and its wholly-owned subsidiaries.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class T Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1    Conditions of Exercise.    The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2    Method of Exercise.    The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the

Ex. A-2

Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3    Issuance of Warrant Shares.    Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4    Class of Shares Issued.    If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class T Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5    Term of Warrant.    The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1    Restrictions on Transfer.    Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2    Mechanics of Transfers.    Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

Ex. A-3

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1    Redemptions and Repurchases.    If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class T Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class T Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class T Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2    Stock Subdivisions, Stock Dividends or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3    Consolidation, Merger or Sale of Assets.    If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class T Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

Ex. A-4

        4.4    Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class T Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5    Notices.    When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6    Computations and Adjustments.    Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

Ex. A-5

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1    Amendments.    The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2    Jurisdiction; Venue; Service of Process.    The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any

Ex. A-6

such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

(i)	If to the Company:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle, Esq. Telecopier: (310) 556-3568
	with a copy to:
		O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop, Esq. Telecopier: (310) 246-6780
(ii)	If to the Holder:
		Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier: 011-52-55-5-261-2451
	with a copy to:
		Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern, Esq. Telecopier: (212) 859-8586

or to such other addresses as may be specified by like notice to the other parties.

Ex. A-7

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name:	C. Douglas Kranwinkle
		Title:	Executive Vice President

Ex. A-8

EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

Ex. A-9

EXHIBIT B

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class A Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Grupo Televisa, S.A., a corporation organized under the laws of Mexico, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 6,274,864 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price

Ex. B-1

regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1    Conditions of Exercise.    The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2    Method of Exercise.    The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which

Ex. B-2

will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3    Issuance of Warrant Shares.    Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4    Class of Shares Issued.    The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5    Term of Warrant.    The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1    Restrictions on Transfer.    Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2    Mechanics of Transfers.    Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1    Redemptions and Repurchases.    If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class T Common Stock to be redeemed or repurchased) redemption or

Ex. B-3

repurchase of the Class A Common Stock or Class T Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class T Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2    Stock Subdivisions, Stock Dividends or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3    Consolidation, Merger or Sale of Assets.    If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4    Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or

Ex. B-4

securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5    Notices.    When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6    Computations and Adjustments.    Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the

Ex. B-5

Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1    Amendments.    The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2    Jurisdiction; Venue; Service of Process.    The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally

Ex. B-6

accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

(i)	If to the Company:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle, Esq. Telecopier: (310) 556-3568
	with a copy to:
		O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop, Esq. Telecopier: (310) 246-6780
(ii)	If to the Holder:
		Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier: 011-52-55-5-261-2451
	with a copy to:
		Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern, Esq. Telecopier: (212) 859-8586

or to such other addresses as may be specified by like notice to the other parties.

Ex. B-7

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name:	C. Douglas Kranwinkle
		Title:	Executive Vice President

Ex. B-8

EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

Ex. B-9

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Exhibit 10.10.2

WARRANT PURCHASE AGREEMENT
EXHIBIT A
WARRANT to Purchase Class T Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM
EXHIBIT B
WARRANT to Purchase Class A Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.10(3)

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Exhibit 10.10.3

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class T Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Grupo Televisa, S.A., a corporation organized under the laws of Mexico, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 2,725,136 shares of Class T Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

1

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means Grupo Televisa, S.A. and its wholly-owned subsidiaries.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class T Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1    Conditions of Exercise.    The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2    Method of Exercise.    The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the

2

Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3    Issuance of Warrant Shares.    Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4    Class of Shares Issued.    If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class T Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5    Term of Warrant.    The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1    Restrictions on Transfer.    Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2    Mechanics of Transfers.    Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

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        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1    Redemptions and Repurchases.    If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class T Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class T Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class T Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2    Stock Subdivisions, Stock Dividends or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3    Consolidation, Merger or Sale of Assets.    If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class T Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4    Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class T Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not

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less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5    Notices.    When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6    Computations and Adjustments.    Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees

5

not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1    Amendments.    The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2    Jurisdiction; Venue; Service of Process.    The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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        9.3    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

(i)	If to the Company:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle Esq. Telecopier: (310) 556-3568
	with a copy to:
		O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop Esq. Telecopier: (310) 246-6780
(ii)	If to the Holder:
		Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier: 011-52-55-5-261-2451
	with a copy to:
		Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern, Esq. Telecopier: (212) 859-8586

or to such other addresses as may be specified by like notice to the other parties.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By:	/s/  C. DOUGLAS KRANWINKLE
		Name:	C. Douglas Kranwinkle
		Title:	Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class A Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Grupo Televisa, S.A., a corporation organized under the laws of Mexico, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 6,274,864 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price

1

regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1    Conditions of Exercise.    The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2    Method of Exercise.    The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which

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will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3    Issuance of Warrant Shares.    Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4    Class of Shares Issued.    The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5    Term of Warrant.    The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1    Restrictions on Transfer.    Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2    Mechanics of Transfers.    Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.    If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1    Redemptions and Repurchases.    If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class T Common Stock to be redeemed or repurchased) redemption or

3

repurchase of the Class A Common Stock or Class T Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class T Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2    Stock Subdivisions, Stock Dividends or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3    Consolidation, Merger or Sale of Assets.    If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4    Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or

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securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5    Notices.    When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6    Computations and Adjustments.    Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the

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Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1    Amendments.    The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2    Jurisdiction; Venue; Service of Process.    The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally

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accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

(i)	If to the Company:
		1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle, Esq. Telecopier: (310) 556-3568
	with a copy to:
		O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Attn: Kendall R. Bishop Esq. Telecopier: (310) 246-6780
(ii)	If to the Holder:
		Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier: 011-52-55-5-261-2451
	with a copy to:
		Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern, Esq. Telecopier: (212) 859-8586

or to such other addresses as may be specified by like notice to the other parties.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By: /s/  C. DOUGLAS KRANWINKLE
		Name:	C. Douglas Kranwinkle
		Title:	Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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Exhibit 10.10.3

WARRANT to Purchase Class T Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM
WARRANT to Purchase Class A Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.11(1)

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Exhibit 10.11.1

FORM OF WARRANT

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

AMENDED AND RESTATED WARRANT

to Purchase Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:                            , a Delaware limited liability company, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof an aggregate of                         shares of Class V Common Stock (or Class A Common Stock as provided herein) at a purchase price of $0.032195 per share, all on the terms and conditions and subject to the adjustments provided herein. This Amended and Restated Warrant (this "Warrant") is executed and delivered with reference to the following facts:

        A.    Before the date hereof the Company issued warrants to Venevision to purchase up to 35,000 shares of Class V Common Stock of the Company (the "Original Warrant").

        B.    The Original Warrant contemplated the merger of PTI Holdings Inc., a Delaware corporation that is 80% owned by the Company, ("PTIH") with the Company.

        C.    Prior to such merger, the number of shares of Class V Common Stock issuable upon exercise of the Original Warrant was limited to 26,000 shares.

        D.    The Original Warrant contained provisions regarding adjustment to the number of shares issuable upon exercise of the Original Warrant upon the merger of PTIH and the Company.

        E.    The Original Warrant provided that if PTIH merged into the Company, the number of shares which could be purchased upon exercise of this Warrant would be reduced in accordance with the terms of the Original Warrant.

        F.    The Company and PTIH combined other than through a merger and the Company is the sole owner of PTIH.

        G.    The Company and the Holder amended and restated the Original Warrant to reflect the combination of PTIH and the Company and to reflect accurately the number of shares of Common Stock that will be issuable upon exercise of this Warrant.

        H.    The Company and the Holder amended and restated the Amended and Restated Warrant dated as of October 2, 1996, to reflect the Company's two-for-one stock split of its Common Stock effective January 12, 1998.

        I.    The Company and the Holder amended and restated the Amended and Restated Warrant dated as of April 29, 1999, to reflect the Company's two-for-one stock split of its Common Stock effective August 11, 2000.

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For

purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means

          (i)  Gustavo A. Cisneros, Ricardo J. Cisneros (each a "Cisneros Brother"), and any entity all of the equity (other than a de minimis amount and directors' qualifying shares) of which is directly or indirectly owned by a Cisneros Brother, or both of them, and that is not an Affiliate of any other Person;

        (ii)  (a) the spouse and lineal descendants of each Cisneros Brother, (b) the personal representative and heirs of each Cisneros Brother, (c) any trustee of any trust created primarily for the benefit of any, some or all of such spouse and lineal descendants (but which may include beneficiaries which are charities) or of any revocable trust created by such Cisneros Brother, (d) following the death of such Cisneros Brother, all beneficiaries under either such trust, (e) any entity all of the equity of which is directly or indirectly owned by any of the foregoing which is not an Affiliate of any Person other than the Person described in clauses (a)-(d) above.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

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        "Warrant Shares" at any time means the shares of Class V Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1    Conditions of Exercise.    The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2    Method of Exercise.    The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3    Issuance of Warrant Shares.    Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of

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such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4    Class of Shares Issued.    If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class V Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        Section 3.    Transfer of Warrant.

        3.1    Restrictions on Transfer.    Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2    Mechanics of Transfers.    Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1    Redemptions and Repurchases.    If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the

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redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2    Stock Subdivisions, Stock Dividends or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3    Consolidation, Merger or Sale of Assets.    If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class V Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4    Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class V Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares

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remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5    Notices.    When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6    Computations and Adjustments.    Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and

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delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1    Amendments.    The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2    Jurisdiction; Venue; Service of Process.    The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3    Notices.    All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

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        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

        and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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Exhibit 10.11.1

AMENDED AND RESTATED WARRANT to Purchase Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.11(2)

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Exhibit 10.11.2

WARRANT PURCHASE AGREEMENT

        This Warrant Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between VVI Investments Corp., a Delaware corporation ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").

WHEREAS, Buyer has indicated it desires to purchase a Warrant (the "Class V Warrant") to purchase shares of Seller's Class V Common Stock (the "Class V Stock") and a Warrant (the "Class A Warrant"; and together with the Class V Warrant, the "Warrants") to purchase shares of Seller's Class A Common Stock (the "Class A Stock");

WHEREAS, Seller is willing to sell such Warrants to Buyer;

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

1.    Purchase and Sale of Warrants. In consideration of the surrender by Buyer of certain governance rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller:

A.    the Class V Warrant to purchase an aggregate of 247,748 shares of Class V Stock (collectively, the "Class V Warrant Shares"). The shares of Class A Stock issuable upon exercise of the Class V Warrant (i.e., if Buyer or a Permitted Holder (as defined in the Class V Warrant) elects to receive shares of Class A Stock upon exercise of the Class V Warrant or if a party other than Buyer or a Permitted Holder exercises the Class V Warrant) are collectively referred to as the "VA Shares". A form of the Class V Warrant is attached hereto as Exhibit A.

B.    the Class A Warrant to purchase an aggregate of 6,806 shares of Class A Stock (collectively, the "Class A Warrant Shares"; and together with the VA Shares, the "Warrant Shares"). A form of the Class A Warrant is attached hereto as Exhibit B.

2.    Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

A.    Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary corporate power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation. Neither the Seller nor any of its subsidiaries is (i) in violation of its charter or bylaws or (ii) in breach or default in the performance or observance of any material agreement to which it is a party or by which it is bound, except as disclosed in the Public Filings (as defined below) and except for such breaches or defaults that would not have a material adverse effect on (x) the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, or (y) Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The execution, delivery and performance of this Agreement by Seller and the exercise of the Warrants will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of Seller or any of its subsidiaries, (b) any law to which Seller

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or any of its subsidiaries is subject, which breach, default or violation would have a Material Adverse Effect or (c) any material agreement to which Seller or any of its subsidiaries is a party or is bound, which breach, default or violation would have a Material Adverse Effect.

D.    No Registration. The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby, other than the exercise of the Warrants, which could require a filing under the HSR Act (as defined below) and could require approval from the Federal Communication Commission, will not require filing or registration with, or the issuance of any permit by, or receipt of any approval or other consent from, any person or entity.

E.    Public Documents. Since December 31, 2000, Seller has filed with the U.S. Securities and Exchange Commission (the "SEC") all reports, proxy materials and registration statements required to be filed by it pursuant to the U.S. federal securities laws and has made all other filings required to be made by it with the SEC (collectively, the "Public Filings"). None of the Public Filings contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each such case as of its filing date, mailing date or effective date, as the case may be. Since the date of the filing with the SEC of Seller's most recent Form 10Q, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) any transaction entered into by Seller or its subsidiaries, other than in the ordinary course of business, that is material to Seller and its subsidiaries, taken as a whole, (C) any dividend or other obligation declared, paid or made by Seller on its capital stock or (D) any incurrence by Seller or its subsidiaries of any material liability or obligation, direct or contingent.

F.    Financial Statements. The consolidated financial statements included in or incorporated by reference into the Public Filings, together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Seller and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein.

G.    Ownership. The Warrants upon issuance, the Class V Warrant Shares and the Warrant Shares upon issuance in accordance with the terms of the Warrants, and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares in accordance with the terms of the Class V Stock, will be duly authorized, validly issued and outstanding and fully paid and nonassessable. Except as set forth in the Public Filings, Seller has not entered into any outstanding contracts or other rights to subscribe for or purchase, or contracts or other obligations to issue or grant any rights to acquire, any capital stock of Seller, or to restructure or recapitalize Seller, and, to Seller's knowledge, there are no outstanding contracts to repurchase, redeem or otherwise acquire any capital stock of Seller.

H.    Reservation of Shares. Seller has reserved a sufficient number of shares of Class V Stock for issuance to Buyer or a Permitted Holder upon exercise in full of the Class V Warrant for shares of Class V Stock. Seller has reserved a sufficient number of shares of Class A Stock for issuance upon (i) exercise in full of the Class A Warrant, (ii) exercise in full of the Class V Warrant for shares of Class A Stock or (iii) conversion of the Class V Warrant Shares into shares of Class A Stock in accordance with the terms of the Class V Stock.

I.    Listing on the New York Stock Exchange ("NYSE"). The Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares have been, or by

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February 28, 2002 will be, approved for listing on the NYSE, subject only to official notice of issuance.

3.    Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

A.    Organization. Buyer is a corporation, duly organized, validly existing and in good standing under the laws of Delaware with all necessary power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation of Law; Agreements. The execution, delivery and performance of this Agreement by Buyer will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (i) the charter documents or bylaws of Buyer, (ii) any law to which Buyer is subject, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, or (iii) any agreement to which Buyer is a party, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement.

D.    Investment Intent. Buyer is purchasing the Warrants and if Buyer exercises the Warrants, the Class V Warrant Shares and the Warrant Shares, solely for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law, and Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment represented by its purchase of the Warrants and the Class V Warrant Shares and the Warrant Shares. Buyer acknowledges that the Warrants and the Class V Warrant Shares and the Warrant Shares have not been and prior to issuance will not be registered under the Securities Act or any other securities law and may not be sold, and Buyer hereby covenants that the Warrants and the Class V Warrant Shares and the Warrant Shares will not be sold, in whole or in part, in the United States of America except pursuant to a registration statement effective under the Securities Act or pursuant to an exemption from registration under the Securities Act, and in compliance with all other applicable securities laws.

E.    Accredited Investor. Buyer is an accredited investor within the definition set forth in Rule 501(a) of the regulations promulgated by the SEC pursuant to the Securities Act.

4.    Continuing Covenants.

A.    Registration Rights. The parties agree and acknowledge that the Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares will be subject to the terms and conditions of the Registration Rights Agreement (the "Registration Rights Agreement") dated October 2, 1996 by and among Seller, Buyer and various other parties set forth therein. The parties further agree that for the purposes of the Registration Rights Agreement the Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares will be deemed Common Stock held by the Venevision Holders.

B.    HSR Act Matters. Buyer will notify Seller of its intent to exercise the Warrants, which notice will be non-binding and if required under the HSR Act, Seller and Buyer will as promptly as practicable file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") (i) the notification and report form, if any, required for

3

the transactions contemplated by this Agreement, including without limitation any exercise by Buyer of the Warrants, and (ii) any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the "HSR Act"). Seller and Buyer will use commercially reasonable efforts to take all such actions, such that the waiting period specified in the HSR Act will expire or be satisfied as soon as reasonably possible. Prior to such expiration or satisfaction, Buyer agrees not to exercise the Warrant in whole or in part.

5.    General.

A.    Survival. The representations, warranties and agreements in this Agreement will survive any investigation made by either party, and the execution of this Agreement.

B.    Assignment. Seller may not assign this Agreement without the prior written consent of Buyer. In connection with the sale, transfer or hypothecation of the Warrants (or any portion thereof) to any third party, Buyer will assign its rights under this Agreement in so far as they relate to the Warrants (or any portion thereof) sold, transferred or hypothecated to such third party, and such third party will assume in writing the obligations arising under this Agreement relating to the Warrants (or any portion thereof) so sold, transferred or hypothecated. Any such third party shall be deemed to be a Buyer for all purposes of this Agreement with respect to the Warrants (or any portion thereof).

C.    Binding Effect; Parties in Interest. This Agreement is binding on and benefits only the parties and their respective permitted successors and assigns. Nothing in this Agreement gives any rights or remedies to any person other than the parties and their respective permitted successors and assigns, nor does anything in this Agreement relieve or discharge any obligation or liability of any third person to either party. No provision of this Agreement gives any third person any right of subrogation or action over or against either party to this Agreement.

D.    Complete Agreement. This Agreement, including the documents attached to this Agreement as Exhibits, is the complete and exclusive statement of agreement of the parties as to matters covered by it. It replaces and supersedes all prior written or oral agreements or statements by and among the parties with respect to the matters covered by it. No representation, statement, condition or warranty not contained in this Agreement is binding on the parties.

E.    Amendments; Waivers. Any amendment to this Agreement requires the approval of both parties. Any waiver of any right or remedy requires the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by either party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement.

F.    Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either party or its counsel. The parties waive any statute or rule of law to the contrary.

G.    Attorneys' Fees and Costs. If any legal action or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which the prevailing party is entitled.

H.    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws.

I.    Jurisdiction; Venue; Service of Process. Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in

4

any action or proceeding arising out of our relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by personally delivering of a copy of such process to such party at its address specified in or pursuant to Section 5.M. Each of the parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

J.    Enforcement of Agreement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond. The parties will treat this transaction for federal tax purposes consistently with Section 1 hereof.

K.    Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts, each of which will be deemed an original and all of them will constitute one agreement. A facsimile signature page will be deemed an original signature page.

L.    Headings. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.

M.  Notices. Any notice required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

If to Buyer:	If to Seller:
VVI Investments Corp. 550 Biltmore Way, 9th Floor Coral Gables, Florida 33134 Attn: Alejandro Rivera Telecopier: (305) 447-1389	Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle Telecopier: (310) 556-3568
With a copy to:	With a copy to:
Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Robert O'Hara Telecopier: (212) 530 5219	O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, CA 90067 Attention: Kendall R. Bishop Telecopier: (310) 246-6779

5

or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.

N.    Further Assurances. Each party will execute and deliver, both before and after the Closing, such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including the execution and delivery of such assignment and transfer documents as either party may deem necessary or desirable.

        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

BUYER
VVI INVESTMENTS CORP.
By:	/s/  JOSE MISRAHI
	Name:	Jose Misrahi
	Title:	President
SELLER:
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
	Name:	C. Douglas Kranwinkle
	Title:	Executive Vice President

6

EXHIBIT A

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class V Common Stock of

Univision Communications Inc.,
a Delaware corporation

THIS IS TO CERTIFY THAT: VVI Investments Corp., a Delaware corporation, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 247,748 shares of Class V Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

Ex. A-1

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means

          (i)  Gustavo A. Cisneros, Ricardo J. Cisneros (each a "Cisneros Brother"), and any entity all of the equity (other than a de minimis amount and directors' qualifying shares) of which is directly or indirectly owned by a Cisneros Brother, or both of them, and that is not an Affiliate of any other Person;

        (ii)  (a) the spouse and lineal descendants of each Cisneros Brother, (b) the personal representative and heirs of each Cisneros Brother, (c) any trustee of any trust created primarily for the benefit of any, some or all of such spouse and lineal descendants (but which may include beneficiaries which are charities) or of any revocable trust created by such Cisneros Brother, (d) following the death of such Cisneros Brother, all beneficiaries under either such trust, (e) any entity all of the equity of which is directly or indirectly owned by any of the foregoing which is not an Affiliate of any Person other than the Person described in clauses (a)-(d) above.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class V Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under

Ex. A-2

Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class V Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any

Ex. A-3

third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class V Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant

Ex. A-4

would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class V Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

Ex. A-5

        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in

Ex. A-6

such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

VVI Investments Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

Ex. A-7

        and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

Ex. A-8

EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
Calculation of Cashless Exercise:
A = Current Market Price:
B = Exercise Price:
X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:
A—B (                        )
1 ×                              = X (              )
A (                            )
Total number of Warrant Shares issuable:
Total number of Warrant Shares to be issued:

Ex. A-9

EXHIBIT B

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class A Common Stock of

Univision Communications Inc.,
a Delaware corporation

THIS IS TO CERTIFY THAT: VVI Investments Corp., a Delaware corporation, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 6,806 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

Ex. B-1

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless

Ex. B-2

exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

Ex. B-3

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver

Ex. B-4

written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and thenumber of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees

Ex. B-5

not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Ex. B-6

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

VVI Investments Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

        and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

Ex. B-7

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

Ex. B-8

EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

Ex. B-9

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Exhibit 10.11.2

WARRANT PURCHASE AGREEMENT
EXHIBIT A
EXHIBIT A CASHLESS EXERCISE FORM
EXHIBIT B
WARRANT to Purchase Class A Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.11(3)

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Exhibit 10.11.3

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class V Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    VVI Investments Corp., a Delaware corporation, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 247,748 shares of Class V Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

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        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means

          (i)  Gustavo A. Cisneros, Ricardo J. Cisneros (each a "Cisneros Brother"), and any entity all of the equity (other than a de minimis amount and directors' qualifying shares) of which is directly or indirectly owned by a Cisneros Brother, or both of them, and that is not an Affiliate of any other Person;

        (ii)  (a) the spouse and lineal descendants of each Cisneros Brother, (b) the personal representative and heirs of each Cisneros Brother, (c) any trustee of any trust created primarily for the benefit of any, some or all of such spouse and lineal descendants (but which may include beneficiaries which are charities) or of any revocable trust created by such Cisneros Brother, (d) following the death of such Cisneros Brother, all beneficiaries under either such trust, (e) any entity all of the equity of which is directly or indirectly owned by any of the foregoing which is not an Affiliate of any Person other than the Person described in clauses (a)-(d) above.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class V Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

        In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under

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Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class V Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any

3

third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.    If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class V Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant

4

would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class V Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

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        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the

6

transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

VVI Investments Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134

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Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

        and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By:	/s/  C. DOUGLAS KRANWINKLE
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class A Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    VVI Investments Corp., a Delaware corporation, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 6,806 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price

1

regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

        In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which

2

will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

3

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

4

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as beingthe next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered

5

under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or

6

proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

VVI Investments Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

        and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By:	/s/  C. DOUGLAS KRANWINKLE
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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QuickLinks

Exhibit 10.11.3

WARRANT to Purchase Class V Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM
WARRANT to Purchase Class A Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.11(4)

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Exhibit 10.11.4

WARRANT PURCHASE AGREEMENT

        This Warrant Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Venevision Investments LLC, a Delaware limited liability company ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").

WHEREAS, Buyer has indicated it desires to purchase a Warrant (the "Class V Warrant") to purchase shares of Seller's Class V Common Stock (the "Class V Stock") and a Warrant (the "Class A Warrant"; and together with the Class V Warrant, the "Warrants") to purchase shares of Seller's Class A Common Stock (the "Class A Stock");

WHEREAS, Seller is willing to sell such Warrants to Buyer;

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

1.    Purchase and Sale of Warrants. In consideration of the surrender by Buyer of certain governance rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller:

A.    the Class V Warrant to purchase an aggregate of 2,477,388 shares of Class V Stock (collectively, the "Class V Warrant Shares"). The shares of Class A Stock issuable upon exercise of the Class V Warrant (i.e., if Buyer or a Permitted Holder (as defined in the Class V Warrant) elects to receive shares of Class A Stock upon exercise of the Class V Warrant or if a party other than Buyer or a Permitted Holder exercises the Class V Warrant) are collectively referred to as the "VA Shares". A form of the Class V Warrant is attached hereto as Exhibit A.

B.    the Class A Warrant to purchase an aggregate of 68,058 shares of Class A Stock (collectively, the "Class A Warrant Shares"; and together with the VA Shares, the "Warrant Shares"). A form of the Class A Warrant is attached hereto as Exhibit B.

2.    Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

A.    Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary corporate power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation. Neither the Seller nor any of its subsidiaries is (i) in violation of its charter or bylaws or (ii) in breach or default in the performance or observance of any material agreement to which it is a party or by which it is bound, except as disclosed in the Public Filings (as defined below) and except for such breaches or defaults that would not have a material adverse effect on (x) the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, or (y) Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The execution, delivery and performance of this Agreement by Seller and the exercise of the Warrants will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of Seller or any of its subsidiaries, (b) any law to which Seller

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or any of its subsidiaries is subject, which breach, default or violation would have a Material Adverse Effect or (c) any material agreement to which Seller or any of its subsidiaries is a party or is bound, which breach, default or violation would have a Material Adverse Effect.

D.    No Registration. The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby, other than the exercise of the Warrants, which could require a filing under the HSR Act (as defined below) and could require approval from the Federal Communication Commission, will not require filing or registration with, or the issuance of any permit by, or receipt of any approval or other consent from, any person or entity.

E.    Public Documents. Since December 31, 2000, Seller has filed with the U.S. Securities and Exchange Commission (the "SEC") all reports, proxy materials and registration statements required to be filed by it pursuant to the U.S. federal securities laws and has made all other filings required to be made by it with the SEC (collectively, the "Public Filings"). None of the Public Filings contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each such case as of its filing date, mailing date or effective date, as the case may be. Since the date of the filing with the SEC of Seller's most recent Form 10Q, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) any transaction entered into by Seller or its subsidiaries, other than in the ordinary course of business, that is material to Seller and its subsidiaries, taken as a whole, (C) any dividend or other obligation declared, paid or made by Seller on its capital stock or (D) any incurrence by Seller or its subsidiaries of any material liability or obligation, direct or contingent.

F.    Financial Statements. The consolidated financial statements included in or incorporated by reference into the Public Filings, together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Seller and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein.

G.    Ownership. The Warrants upon issuance, the Class V Warrant Shares and the Warrant Shares upon issuance in accordance with the terms of the Warrants, and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares in accordance with the terms of the Class V Stock, will be duly authorized, validly issued and outstanding and fully paid and nonassessable. Except as set forth in the Public Filings, Seller has not entered into any outstanding contracts or other rights to subscribe for or purchase, or contracts or other obligations to issue or grant any rights to acquire, any capital stock of Seller, or to restructure or recapitalize Seller, and, to Seller's knowledge, there are no outstanding contracts to repurchase, redeem or otherwise acquire any capital stock of Seller.

H.    Reservation of Shares. Seller has reserved a sufficient number of shares of Class V Stock for issuance to Buyer or a Permitted Holder upon exercise in full of the Class V Warrant for shares of Class V Stock. Seller has reserved a sufficient number of shares of Class A Stock for issuance upon (i) exercise in full of the Class A Warrant, (ii) exercise in full of the Class V Warrant for shares of Class A Stock or (iii) conversion of the Class V Warrant Shares into shares of Class A Stock in accordance with the terms of the Class V Stock.

I.    Listing on the New York Stock Exchange ("NYSE"). The Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares have been, or by

2

February 28, 2002 will be, approved for listing on the NYSE, subject only to official notice of issuance.

3.    Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

A.    Organization. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware with all necessary power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation of Law; Agreements. The execution, delivery and performance of this Agreement by Buyer will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (i) the charter documents or bylaws of Buyer, (ii) any law to which Buyer is subject, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, or (iii) any agreement to which Buyer is a party, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement.

D.    Investment Intent. Buyer is purchasing the Warrants and if Buyer exercises the Warrants, the Class V Warrant Shares and the Warrant Shares, solely for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law, and Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment represented by its purchase of the Warrants and the Class V Warrant Shares and the Warrant Shares. Buyer acknowledges that the Warrants and the Class V Warrant Shares and the Warrant Shares have not been and prior to issuance will not be registered under the Securities Act or any other securities law and may not be sold, and Buyer hereby covenants that the Warrants and the Class V Warrant Shares and the Warrant Shares will not be sold, in whole or in part, in the United States of America except pursuant to a registration statement effective under the Securities Act or pursuant to an exemption from registration under the Securities Act, and in compliance with all other applicable securities laws.

E.    Accredited Investor. Buyer is an accredited investor within the definition set forth in Rule 501(a) of the regulations promulgated by the SEC pursuant to the Securities Act.

4.    Continuing Covenants.

A.    Registration Rights. The parties agree and acknowledge that the Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares will be subject to the terms and conditions of the Registration Rights Agreement (the "Registration Rights Agreement") dated October 2, 1996 by and among Seller, Buyer and various other parties set forth therein. The parties further agree that for the purposes of the Registration Rights Agreement the Warrant Shares and the shares of Class A Stock issuable upon the conversion of the Class V Warrant Shares will be deemed Common Stock held by the Venevision Holders.

B.    HSR Act Matters. Buyer will notify Seller of its intent to exercise the Warrants, which notice will be non-binding and if required under the HSR Act, Seller and Buyer will as promptly as practicable file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") (i) the notification and report form, if any, required for the transactions contemplated by this Agreement, including without limitation any exercise by

3

Buyer of the Warrants, and (ii) any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the "HSR Act"). Seller and Buyer will use commercially reasonable efforts to take all such actions, such that the waiting period specified in the HSR Act will expire or be satisfied as soon as reasonably possible. Prior to such expiration or satisfaction, Buyer agrees not to exercise the Warrant in whole or in part.

5.    General.

A.    Survival. The representations, warranties and agreements in this Agreement will survive any investigation made by either party, and the execution of this Agreement.

B.    Assignment. Seller may not assign this Agreement without the prior written consent of Buyer. In connection with the sale, transfer or hypothecation of the Warrants (or any portion thereof) to any third party, Buyer will assign its rights under this Agreement in so far as they relate to the Warrants (or any portion thereof) sold, transferred or hypothecated to such third party, and such third party will assume in writing the obligations arising under this Agreement relating to the Warrants (or any portion thereof) so sold, transferred or hypothecated. Any such third party shall be deemed to be a Buyer for all purposes of this Agreement with respect to the Warrants (or any portion thereof).

C.    Binding Effect; Parties in Interest. This Agreement is binding on and benefits only the parties and their respective permitted successors and assigns. Nothing in this Agreement gives any rights or remedies to any person other than the parties and their respective permitted successors and assigns, nor does anything in this Agreement relieve or discharge any obligation or liability of any third person to either party. No provision of this Agreement gives any third person any right of subrogation or action over or against either party to this Agreement.

D.    Complete Agreement. This Agreement, including the documents attached to this Agreement as Exhibits, is the complete and exclusive statement of agreement of the parties as to matters covered by it. It replaces and supersedes all prior written or oral agreements or statements by and among the parties with respect to the matters covered by it. No representation, statement, condition or warranty not contained in this Agreement is binding on the parties.

E.    Amendments; Waivers. Any amendment to this Agreement requires the approval of both parties. Any waiver of any right or remedy requires the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by either party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement.

F.    Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either party or its counsel. The parties waive any statute or rule of law to the contrary.

G.    Attorneys' Fees and Costs. If any legal action or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which the prevailing party is entitled.

H.    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws.

I.    Jurisdiction; Venue; Service of Process. Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of our relating to this Agreement or the transactions

4

contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by personally delivering of a copy of such process to such party at its address specified in or pursuant to Section 5.M. Each of the parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

J.    Enforcement of Agreement. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond. The parties will treat this transaction for federal tax purposes consistently with Section 1 hereof.

K.    Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts, each of which will be deemed an original and all of them will constitute one agreement. A facsimile signature page will be deemed an original signature page.

L.    Headings. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.

M.  Notices. Any notice required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

If to Buyer:	If to Seller:
Venevision Investments LLC 550 Biltmore Way, 9th Floor Coral Gables, Florida 33134 Attn: Alejandro Rivera Telecopier: (305) 447-1389	Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attn: C. Douglas Kranwinkle Telecopier: (310) 556-3568
With a copy to:	With a copy to:
Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Robert O'Hara Telecopier: (212) 530 5219	O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, CA 90067 Attention: Kendall R. Bishop Telecopier: (310) 246-6779

5

or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.

N.    Further Assurances. Each party will execute and deliver, both before and after the Closing, such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including the execution and delivery of such assignment and transfer documents as either party may deem necessary or desirable.

        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

BUYER
VENEVISION INVESTMENTS LLC
By:	/s/  JOSE MISRAHI
	Name:	Jose Misrahi
	Title:	Vice President & Treasurer
SELLER:
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
	Name:	C. Douglas Kranwinkle
	Title:	Executive Vice President

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EXHIBIT A

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class V Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Venevision Investments LLC, a Delaware limited liability company, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 2,477,388 shares of Class V Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

Ex. A-1

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means

          (i)  Gustavo A. Cisneros, Ricardo J. Cisneros (each a "Cisneros Brother"), and any entity all of the equity (other than a de minimis amount and directors' qualifying shares) of which is directly or indirectly owned by a Cisneros Brother, or both of them, and that is not an Affiliate of any other Person;

        (ii)  (a) the spouse and lineal descendants of each Cisneros Brother, (b) the personal representative and heirs of each Cisneros Brother, (c) any trustee of any trust created primarily for the benefit of any, some or all of such spouse and lineal descendants (but which may include beneficiaries which are charities) or of any revocable trust created by such Cisneros Brother, (d) following the death of such Cisneros Brother, all beneficiaries under either such trust, (e) any entity all of the equity of which is directly or indirectly owned by any of the foregoing which is not an Affiliate of any Person other than the Person described in clauses (a)-(d) above.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class V Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under

Ex. A-2

Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class V Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any

Ex. A-3

third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class V Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant

Ex. A-4

would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class V Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

Ex. A-5

        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in

Ex. A-6

such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:




550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

Ex. A-7

        and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

Ex. A-8

EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

Ex. A-9

EXHIBIT B

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class A Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Venevision Investments LLC, a Delaware limited liability company, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 68,058 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

Ex. B-1

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

        In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless

Ex. B-2

exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

Ex. B-3

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver

Ex. B-4

written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees

Ex. B-5

not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Ex. B-6

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

Venevision Investments LLC
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

Ex. B-7

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated:
	UNIVISION COMMUNICATIONS INC.
	By:
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

Ex. B-8

EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

Ex. B-9

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Exhibit 10.11.4

WARRANT PURCHASE AGREEMENT
EXHIBIT A
WARRANT to Purchase Class V Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM
EXHIBIT B
WARRANT to Purchase Class A Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.11(5)

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Exhibit 10.11.5

        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class V Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Venevision Investments LLC, a Delaware limited liability company, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 2,477,388 shares of Class V Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

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        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Permitted Holder" means

          (i)  Gustavo A. Cisneros, Ricardo J. Cisneros (each a "Cisneros Brother"), and any entity all of the equity (other than a de minimis amount and directors' qualifying shares) of which is directly or indirectly owned by a Cisneros Brother, or both of them, and that is not an Affiliate of any other Person;

        (ii)  (a) the spouse and lineal descendants of each Cisneros Brother, (b) the personal representative and heirs of each Cisneros Brother, (c) any trustee of any trust created primarily for the benefit of any, some or all of such spouse and lineal descendants (but which may include beneficiaries which are charities) or of any revocable trust created by such Cisneros Brother, (d) following the death of such Cisneros Brother, all beneficiaries under either such trust, (e) any entity all of the equity of which is directly or indirectly owned by any of the foregoing which is not an Affiliate of any Person other than the Person described in clauses (a)-(d) above.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class V Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

        In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under

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Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class V Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any

3

third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class V Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant

4

would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class V Common Stock or Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities (other than a distribution of Class A Common Stock, Class P Common Stock, Class T Common Stock or Class V Common Stock in each case with respect to the same such class of Common Stock) and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

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        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in

6

such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

Venevision Investments LLC
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

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and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By:	/s/  C. DOUGLAS KRANWINKLE
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

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        THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class A Common Stock of

Univision Communications Inc.,
a Delaware corporation

        THIS IS TO CERTIFY THAT:    Venevision Investments LLC, a Delaware limited liability company, or registered transferees (the "Holder") is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 68,058 shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

        Section 1.    Certain Definitions.    As used in this Warrant, unless the context otherwise requires:

        "Affiliate" means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

        "Business Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

        "Class A Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

        "Class P Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

        "Class T Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

        "Class V Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

        "Common Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

        "Communications Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications Commission promulgated thereunder.

        "Exercise Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to Section 4.

        "Expiration Date" means December 17, 2017.

        "Market Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last sales price

1

regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

        "Person" means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a governmental body or other entity.

        "Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect at the time.

        "Warrant Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

        Section 2.    Exercise of Warrant.

        2.1  Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:

        (a)  it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Hart-Scott-Rodino Act of 1976 has been made and the waiting period has expired or been terminated;

        (b)  the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and

        (c)  any required approval from the Federal Communications Commission has been received.

        In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

        2.2  Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which

2

will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

        2.3  Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

        2.4  Class of Shares Issued. The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this Warrant.

        2.5  Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date, any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

        Section 3.    Transfer of Warrant.

        3.1  Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

        3.2  Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

        Section 4.    Adjustment of Warrant Shares; Anti-Dilution Provisions.

        If any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be purchased hereunder immediately prior to such event shall be adjusted as described below:

        4.1  Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or Class V Common Stock to be redeemed or repurchased) redemption or

3

repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

        4.2  Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

        4.3  Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to successive mergers or consolidations or sales or other transfers.

        4.4  Dividends.

        (a)  If the Company proposes to declare a dividend on or make a distribution with respect to the Class A Common Stock, whether in cash, property or securities, the Company will deliver written notice of such proposed event, in reasonable detail, to the Holder not less than fifteen (15) days prior to the record date for such dividend or distribution; provided that if, in connection with any such dividend or distribution, any other holder of a warrant from the Company has the right to receive property or securities (rather than cash) as if the shares remaining to be purchased under such warrant were outstanding, Holder will have fifteen (15) days from the date of the notice in which to notify Company of its election to receive either, at its option, (i) property or

4

securities comprising such distribution on a per share basis as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) cash in accordance with the terms of Section 4.4(c).

        (b)  If the Company declares a cash dividend on the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share equal to the cash dividend payable as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall pay to the Holder, contemporaneous with any such cash dividend, and the Holder shall be entitled to receive any such amount in cash as if the Warrant Shares remaining to be purchased hereunder were outstanding.

        (c)  Except as provided in Section 4.4(a), if the Company makes a distribution of property or securities other than Class A Common Stock with respect to the Class A Common Stock and either (i) the Federal Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the Holder, that the Holder may receive on a current basis an amount per share in cash equal to the per share fair market value of the distribution as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Company shall engage an independent investment bank, reasonably acceptable to the Holder, to determine the fair market value of such property or securities so distributed on each Class A Share. The Company shall pay an amount per share in cash equal to the per share fair market value of the distribution in the manner specified in Section 4.4(b).

        4.5  Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

        4.6  Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

        Section 5.    Securities Laws.    The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder that the

5

Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

        Section 6.    No Voting Rights.    This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.

        Section 7.    Reservation of Warrant Shares.    The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

        Section 8.    Loss, Destruction of Warrant.    Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

        Section 9.    Miscellaneous Provisions.

        9.1  Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written consent of the Holders of all of the Warrants.

        9.2  Jurisdiction; Venue; Service of Process. The Company and the Holder each irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process to such party at its address specified in or pursuant to Section 9.3. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

        9.3  Notices. All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgement by the addressee of receipt, or (d) by facsimile or other generally

6

accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (b)), addressed as follows:

          (i)  If to the Company:

1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle, Esq.
Telecopier: (310) 556-3568

        with a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop, Esq.
Telecopier: (310) 246-6780

        (ii)  If to the Holder:

Venevision Investments LLC
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

        with copies to:

Finser Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Eduardo Hernandez, Esq.
Telecopier: (305) 447-1389

and

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara, Esq.
Telecopier: (212) 530 5219

or to such other addresses as may be specified by like notice to the other parties.

7

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

Dated: December 19, 2001
	UNIVISION COMMUNICATIONS INC.
	By:	/s/  C. DOUGLAS KRANWINKLE
		Name: C. Douglas Kranwinkle
		Title: Executive Vice President

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EXHIBIT A
CASHLESS EXERCISE FORM

        The undersigned Holder exercises the right to purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange the Warrant for Warrant Shares as provided in Section 2.2 of the Warrant. Certificate(s) for such shares are to be issued and delivered as set forth below.

Dated:
	Holder
	By:
	Its:

Name to appear on the stock certificate:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:
If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
Name:
	(Please Print)
Address:		Employer Identification Number, Social
		Security Number or other identifying
		number:

Calculation of Cashless Exercise:

A = Current Market Price:

B = Exercise Price:

X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                         

A-B (                        )

1 ×                              = X (              )

A (                            )

Total number of Warrant Shares issuable:                                                                              

Total number of Warrant Shares to be issued:                                                                      

9

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Exhibit 10.11.5

WARRANT to Purchase Class V Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM
WARRANT to Purchase Class A Common Stock of Univision Communications Inc., a Delaware corporation
EXHIBIT A CASHLESS EXERCISE FORM

EX-10.13

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Exhibit 10.13

SUBSIDIARY GUARANTY

        GUARANTY, dated as of July 18, 2001 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned (each a "Guarantor" and, together with each other entity that is required to execute a counterpart hereof pursuant to Section 25 hereof, the "Guarantors"). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

W I T N E S S E T H:

        WHEREAS, Univision Communications Inc. (the "United States Borrower"), Univision of Puerto Rico Inc. (the "Puerto Rico Borrower", and together with the United States Borrower, the "Borrowers"), various financial institutions from time to time party thereto (the "Lenders"), The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent") and BNP Paribas, as Documentation Agent (the "Documentation Agent") have entered into a Credit Agreement, dated as of July 18, 2001 (as amended, modified or supplemented from time to time, the "Credit Agreement"), providing for the making of Loans to the Borrowers as contemplated therein (the Lender, the Administrative Agent and Documentation Agent herein called the "Lender Creditors");

        WHEREAS, the Borrowers may from time to time enter into one or more (i) interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements), (ii) foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values and/or (iii) other types of hedging agreements from time to time (each such agreement or arrangement with an Other Creditor (as hereinafter defined), a "Hedging Agreement"), with any Lender, any affiliate thereof or a syndicate of financial institutions organized by any such Lender or affiliate of any such Lender or affiliate (even if any such Lender ceases to be a Lender under the Credit Agreement for any reason) and any such other institution that participates in such Hedging Agreements and their subsequent successors and assigns collectively, the "Other Creditors", and together with the Lender Creditors, the "Creditors");

        WHEREAS, each Guarantor is a direct or indirect Subsidiary of the United States Borrower;

        WHEREAS, it is a requirement under the Credit Agreement that each Guarantor shall have executed and delivered this Guaranty; and

        WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by the Borrowers under the Credit Agreement and the entering into of Hedging Agreements and, accordingly, desires to execute this Guaranty in order to satisfy the conditions described in the preceding paragraph and to induce the Lenders to maintain and make Loans (and issue Letters of Credit in the case of the United States Borrower) to the Borrowers and the Other Creditors to maintain and enter into Hedging Agreements with the Borrowers;

        NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Creditors and hereby covenants and agrees with each Creditor as follows:

        1.    Each Guarantor, jointly and severally, irrevocably and unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of and interest on any promissory notes issued by, and the Loans made to (and Letters of Credit issued for the account of the United States Borrower), the Borrowers under the Credit Agreement (and all reimbursement obligations and amounts outstanding with respect to such Letters of Credit) and (y) all other obligations (including obligations which, but for any automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing by the Borrowers to the Lender Creditors (including, without limitation, indemnities, Fees and

interest thereon) now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement or any other Credit Document and the due performance and compliance with the terms, conditions and agreements contained in the Credit Documents by the Borrowers (all such principal, interest, liabilities and obligations being herein collectively called the "Credit Agreement Obligations"); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for any automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing by the Borrowers to the Other Creditors (including, without limitation, indemnities, fees and interest thereon) under any Hedging Agreements, whether now in existence or hereafter arising, and the due performance and compliance by each of the Borrowers with all terms, conditions and agreements contained therein (all such obligations and liabilities under this clause (ii) being herein collectively called the "Other Obligations", and together with the Credit Agreement Obligations are herein collectively called the "Guaranteed Obligations"). Each Guarantor understands, agrees and confirms that the Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against each Guarantor without proceeding against any other Guarantor, either Borrower, against any security for the Guaranteed Obligations, or against any other guarantor under any other guaranty covering all or a portion of the Guaranteed Obligations. This Guaranty shall constitute a guaranty of payment and not of collection. All payments by each Guarantor under this Guaranty shall be made on the same basis as payments by the Borrowers are made under Sections 2.09, 2.10 and 2.16 of the Credit Agreement.

        2.    Additionally, each Guarantor, jointly and severally, unconditionally and irrevocably, guarantees the payment of any and all Guaranteed Obligations of the Borrowers to the Creditors whether or not due or payable by the Borrowers upon the occurrence in respect of the Borrowers of any of the events specified in Section 7.08 and 7.09 of the Credit Agreement, and unconditionally and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Creditors, or order, on demand, in lawful money of the United States.

        3.    The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by (i) any direction as to application of payment by the Borrowers or by any other party, (ii) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrowers, (iii) any payment on or in reduction of any such other guaranty or undertaking, (iv) any dissolution, termination or increase, decrease or change in personnel by the Borrowers, (v) any payment made to any Creditor on the indebtedness which any Creditor repays the Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (vi) any action or inaction by the Creditors as contemplated in Section 6 hereof or (vii) any invalidity, irregularity or unenforceability of all or part of the Guaranteed Obligations or of any security therefor.

        4.    The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other guarantor of the Borrowers or the Borrowers, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other guarantor of the Borrowers or the Borrowers and whether or not any other Guarantor, any other guarantor of the Borrowers or the Borrowers be joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrowers or other circumstance which operates to toll any statute of limitations as to the Borrowers shall operate to toll the statute of limitations as to each Guarantor.

        5.    Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this Guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any such

liabilities, suit or taking of other action by the Agents or any other Creditor against, and any other notice to, any party liable thereon (including such Guarantor or any other guarantor of the Borrowers).

        6.    Any Creditor may at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

        (i)    change the manner, place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Guaranteed Obligations, (including any increase or decrease in the rate of interest thereon), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

        (ii)  take and hold security for the payment of the Guaranteed Obligations and/or sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst;

        (iii)  exercise or refrain from exercising any rights against each of the Borrowers, any Guarantor, any other guarantor of the Borrowers or others or otherwise act or refrain from acting;

        (iii)  settle or compromise any of the Guaranteed Obligations, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrowers to creditors of the Borrowers;

        (iv)  apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of each of the Borrowers to the Creditors regardless of what liabilities of the Borrowers remain unpaid;

        (v)  release or substitute any one or more endorsers, guarantors, Guarantors, the Borrowers or other obligors;

        (vi)  consent to or waive any breach of, or any act, omission or default under, the Hedging Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement any of the Hedging Agreements, the Credit Documents or any of such other instruments or agreements; and/or

        (vii) act or fail to act in any manner referred to in this Guaranty which may deprive such Guarantor of its right to subrogation against the Borrowers to recover full indemnity for any payments made pursuant to this Guaranty.

        7.    No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty, and this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which might constitute a legal or equitable discharge of a surety or guarantor except payment in full of the Guaranteed Obligations.

        8.    This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Creditor would otherwise have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Creditor to inquire into the

capacity or powers of the Borrowers or any of their Subsidiaries or the officers, directors, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

        9.    Any indebtedness of the Borrowers now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrowers to the Creditors; and such indebtedness of the Borrowers to any Guarantor, if the Administrative Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Creditors and be paid over to the Creditors on account of the indebtedness of the Borrowers to the Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrowers to such Guarantor, such Guarantor shall mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.

        10.  (a) Each Guarantor waives any right (except as shall be required by applicable statute and cannot be waived) to require the Creditors to: (i) proceed against the Borrowers, any other Guarantor, any other guarantor of the Borrowers or any other party; (ii) proceed against or exhaust any security held from the Borrowers or (iii) pursue any other remedy in the Creditors' power whatsoever. Each Guarantor waives any defense based on or arising out of any defense of the Borrowers, any other Guarantor, any other guarantor of the Borrowers or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrowers, any other Guarantor, any other guarantor of the Borrowers or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowers other than payment in full of the Guaranteed Obligations. The Creditors may, at their election, foreclose on any security held by the Agents or the other Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Creditors may have against the Borrowers or any other party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full. Each Guarantor waives any defense arising out of any such election by the Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrowers or any other party or any security.

        (b)  Each Guarantor waives all presentments, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional indebtedness. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers' financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that the Creditors shall have no duty to advise any Guarantor of information known to them regarding such circumstances or risks.

        11.  The Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and that no other Creditor shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Creditors upon the terms of this Guaranty. The Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, or stockholder of any Guarantor (except to the extent such stockholder is also a Guarantor hereunder).

        12.  In order to induce the Lenders to make Loans pursuant to the Credit Agreement, and in order to induce the Other Creditors to execute, deliver and perform the Hedging Agreements, each Guarantor represents, warrants and covenants that:

        (a)  Such Guarantor (i) is a duly organized and validly existing corporation, limited liability company, limited partnership or general partnership and is in good standing under the laws of the jurisdiction of its organization, and has the corporate, limited liability company, limited partnership or general partnership power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (ii) is duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified except where the failure to be so qualified could reasonably be expected to have a material adverse effect on the business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of such Guarantor or of such Guarantor and its Subsidiaries taken as a whole.

        (b)  Such Guarantor has the corporate, limited liability company, limited partnership or general partnership power and authority to execute, deliver and carry out the terms and provisions of this Guaranty and each other Document to which it is a party and has taken all necessary corporate or limited liability company action to authorize the execution, delivery and performance by it of this Guaranty and each such other Document. Such Guarantor has duly executed and delivered this Guaranty and each other Document to which it is a party, and this Guaranty and each such other Document constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and equitable principles (regardless of whether such enforceability is sought in equity or at law).

        (c)  Neither the execution, delivery or performance by such Guarantor of this Guaranty or any other Credit Document to which it is a party, nor compliance by it with the terms and provisions hereof and thereof: (i) will contravene any applicable provision of any law, statute, rule or regulation, or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Guarantor or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement or other instrument to which such Guarantor or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation or by-laws (or equivalent organizational documents) of such Guarantor or any of its Subsidiaries.

        (d)  No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any foreign or domestic governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty or any other Credit Document to which such Guarantor is a party, or (ii) the legality, validity, binding effect or enforceability of this Guaranty or any other Credit Document to which such Guarantor is a party.

        (e)  There are no actions, suits or proceedings pending or threatened (i) with respect to this Guaranty or any other Credit Document to which such Guarantor is a party, (ii) with respect to any Indebtedness of such Guarantor or any of its Subsidiaries, (iii) that could reasonably be expected to have a material adverse effect on the performance, business, operations, property, assets, nature of assets, liabilities, condition (financial or otherwise) or prospects of such Guarantor or of such Guarantor and its Subsidiaries taken as a whole or (iv) that could reasonably be expected to have a material adverse effect on the rights or remedies of the Creditors or on the

ability of such Guarantor to perform its respective obligations to the Creditors hereunder and under the other Credit Documents to which it is a party.

        13.  Each Guarantor covenants and agrees that on and after the date hereof and until the termination of all the Commitments of all of the Lenders and all Hedging Agreements and when no promissory note or Letter of Credit remains outstanding and all other Guaranteed Obligations have been paid in full (other than indemnities described in Section 10.03 of the Credit Agreement which are not then due and payable), such Guarantor shall take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Article 5 or 6 of the Credit Agreement, and so that no Default or Event of Default, is caused by the actions of such Guarantor or any of its Subsidiaries.

        14.  The Guarantors hereby jointly and severally agree to pay all out-of-pocket costs and expenses of each Creditor in connection with the enforcement of this Guaranty and the protection of such Creditor's rights hereunder, and in connection with any amendment, waiver or consent relating hereto (including, without limitation, the fees and disbursements of counsel employed by the Agents or any of the Creditors).

        15.  This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Creditors and their successors and assigns.

        16.  Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated in any manner whatsoever unless in writing duly signed by the Administrative Agent (with the consent of (x) the Required Lenders or, to the extent required by Section 10.02 of the Credit Agreement, all of the Lenders, at all times prior to the time at which all Credit Agreement Obligations have been paid in full, or (y) the holders of at least a majority of the outstanding Other Obligations at all times after the time at which all Credit Agreement Obligations have been paid in full) and each Guarantor directly affected thereby (it being understood that the addition or release of any Guarantor hereunder shall not constitute a change, waiver, discharge or termination affecting any Guarantor other than the Guarantor so added or released); provided, that any change, waiver, modification or variance adversely affecting the rights and benefits of a single class (as defined below) of Creditors (and not all Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such Class. For the purpose of this Guaranty, the term "Class" shall mean each class of Creditors, i.e., whether (i) the Lender Creditors as holders of the Credit Agreement Obligations or (ii) the Other Creditors as holders of the Other Obligations. For the purpose of this Guaranty, the term "Requisite Creditors" of any Class shall mean each of (i) with respect to the Credit Agreement Obligations, the Required Lenders and (ii) with respect to the Other Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Hedging Agreements.

        17.  Each Guarantor acknowledges that an executed (or conformed) copy of each of the Credit Documents and the Hedging Agreements has been made available to its principal executive officers and such officers are familiar with the contents thereof.

        18.  In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any "Event of Default" as defined in the Credit Agreement or any payment default under any Hedging Agreement and shall in any event, include, without limitation, any payment default on any of the Guaranteed Obligations continuing after any applicable grace period), each Creditor is hereby authorized at any time or from time to time, without notice to any Guarantor or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Creditor to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to such Creditor under this Guaranty, irrespective of whether or not such Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured. Each Creditor acknowledges and agrees that

the provisions of this Section 18 are subject to the sharing provisions set forth in Section 10.13(b) of the Credit Agreement.

        19.  All notices, requests, demands or other communications pursuant hereto shall be deemed to have been duly given or made when delivered to the Person to which such notice, request, demand or other communication is required or permitted to be given or made under this Guaranty, addressed to such party at (i) in the case of any Lender Creditor, as provided in the Credit Agreement, (ii) in the case of any Guarantor, at its address set forth opposite its signature below and (iii) in the case of any Other Creditor, at such address as such Other Creditor shall have specified in writing to the Guarantor; or in any case at such other address as any of the Persons listed above may hereafter notify the others in writing.

        20.  If claim is ever made upon any Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including either Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any promissory note or any Hedging Agreement or other instrument evidencing any liability of the Borrowers, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

        21.  (A) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

        (B)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT TO WHICH ANY GUARANTOR IS A PARTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO SUCH ACTIONS OR PROCEEDINGS. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO EACH GUARANTOR AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT TO WHICH SUCH GUARANTOR IS A PARTY THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY OF THE CREDITORS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH GUARANTOR IN ANY OTHER JURISDICTION.

        (C)  EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (B) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR

PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

        (D)  EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

        (E)  EACH GUARANTOR WARRANTS AND AGREES THAT EACH OF THE WAIVERS SET FORTH ABOVE IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES AND THAT IF ANY OF SUCH WAIVERS ARE DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY, SUCH WAIVERS SHALL BE EFFECTIVE ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

        22.  In the event that all of the capital stock of one or more Guarantors is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 6.03 of the Credit Agreement (or such sale or other disposition has been approved in writing by the Required Lenders (or all Lenders if required by Section 10.02 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall be released from this Guaranty and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 22).

        23.  All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense.

        24.  This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the United States Borrower and the Administrative Agent.

        25.  It is understood and agreed that any Subsidiary of the United States Borrower that is required to execute a counterpart of this Guaranty pursuant to the Credit Agreement after the date hereof shall automatically become a Guarantor hereunder by executing a counterpart hereof and delivering the same to the Administrative Agent.

        26.  It is the desire and intent of each Guarantor and the Creditors that this Guaranty shall be enforced against each Guarantor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If, however, and to the extent that, the obligations of each Guarantor under this Guaranty shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), then the amount of the Guaranteed Obligations of such Guarantor shall be deemed to be reduced and such Guarantor shall pay the maximum amount of the Guaranteed Obligations which would be permissible under applicable law.

* * *

        IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

Notice Address for each Subsidiary Guarantor:	UNIVISION OF PUERTO RICO INC.
Univision Communications Inc. c/o Chartwell Partners 1999 Avenue of the Stars, Suite 3050 Los Angeles, CA 90067 Attention:    George Blank Telephone:    (201) 287-4301 Facsimile:    (201) 287-9577 Attention:    Andrew Hobson Telephone:    (310) 556-7690 Facsimile:    (310) 556-7615 Attention:    C. Douglas Kranwinkle, Esq. Telephone:    (310) 556-3568 Facsimile:    (310) 556-3568	By:	/s/  ROBERT V. CAHILL Name:    Robert V. Cahill Title:    Executive Vice President
	PTI HOLDINGS, INC., as a Guarantor
	By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
	UNIVISION TELEVISION GROUP, INC., as a Guarantor
	By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
	THE UNIVISION NETWORK LIMITED PARTNERSHIP, as a Guarantor
	By:	UNIVISION COMMUNICATIONS INC., its General Partner
	By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice Chairman and Secretary

GALAVISION, INC., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
SUNSHINE ACQUISITION L.P., as a Guarantor
By:	SUNSHINE ACQUISITION CORP., its General Partner
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
SUNSHINE ACQUISITION CORP., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
UNIVISION ACQUISITION CORP., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
UNIVISION ONLINE, INC., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION—EV HOLDINGS, LLC, as a Guarantor
By:	UNIVISION COMMUNICATIONS INC., its sole Member
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice Chairman and Secretary
UNIVISION MUSIC, INC., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
UNIVISION OF DALLAS INC., as a Guarantor
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
UNIVISION OF HOLLYWOOD, FLORIDA INC., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
UNIVISION SPANISH MEDIA INC., as a Guarantor
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
UNIVISION OF ATLANTA INC., as a Guarantor
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President

UNIVISION PARTNERSHIP OF DALLAS, as a Guarantor
By:	UNIVISION DALLAS LLC, its General Partner
By:	UNIVISION OF DALLAS INC., its sole Member
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
UNIVISION PARTNERSHIP OF ATLANTA, as a Guarantor
By:	ATLANTA STATION LLC, its General Partner
By:	UNIVISION OF ATLANTA INC., its sole Member
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
UNIVISION PARTNERSHIP OF HOLLYWOOD, FLORIDA, as a Guarantor
By:	HOLLYWOOD, FLORIDA STATION LLC., its General Partner
By:	Univision of Hollywood, Florida Inc., its sole Member
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President
STATION WORKS, LLC, as a Guarantor
By:	UNIVISION ACQUISITION CORP., its sole Member
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Executive Vice President

KWEX LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KUVN LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KMEX LICENSE PARTNERSHIP, G.P.,, as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KDTV LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By: /s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary

KFTV LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KTVW LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KXLN LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
WGBO LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary

WXTV LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
WLTV LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KUVS LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/   ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary
KUVI LICENSE PARTNERSHIP, G.P., as a Guarantor
By:	UNIVISION TELEVISION GROUP, INC., its Controlling General Partner
By:	/s/  ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice President and Secretary

Accepted and Agreed to:

THE CHASE MANHATTAN BANK,
as Administrative Agents for the Lenders

By:	/s/   TRACEY NAVIN EWING
	Name: Tracey Navin Ewing Title: Vice President

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Exhibit 10.13

SUBSIDIARY GUARANTY
W I T N E S S E T H

EX-10.17

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Exhibit 10.17

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of January 1, 1996, by and between The Univision Network Limited Partnership, a Delaware limited partnership ("Company") and Andrew Hobson ("Employee").

WITNESSETH:

        WHEREAS, Company and Employee desire to set forth the terms and conditions of Employee's employment with Company.

        NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Employee and Company agree as follows:

        1.    Term. Company agrees to employ Employee and Employee agrees to serve Company in accordance with the provisions hereof for a term commencing on January 1, 1996, and ending on December 31, 1998, unless earlier terminated in accordance with the terms hereof (the "Term").

        2.    Base Salary. On the condition that Employee shall have kept and performed all of his obligations hereunder, Company shall pay to Employee a base salary (the "Base Salary") at the annualized rate of $450,000 during the first calendar year of the Term, $500,000 during the second calendar year of the Term, and $550,000 during the third calendar year of the Term. Such salary shall be earned weekly, in arrears, and shall be payable no less frequently than monthly, in accordance with Company's customary practices.

        3.    Bonuses. Company shall review Employee's performance and the result of operations and prospects of Company on an annual basis. Following such review, Company may, in its sole and absolute discretion, grant Employee a bonus.

        4.    Specific Position; Duties and Responsibilities. Company and Employee agree that, subject to the provisions of this Agreement, Company will employ Employee and Employee will serve as Executive Vice President during the Term. Company shall not significantly diminish Employee's duties under this Agreement during the Term. Employee agrees to observe and comply with Company's rules and regulations as adopted by Company and agrees to carry out and perform orders, directions and policies of Company and its Management Committee as they may be, from time to time, stated either orally or in writing. Employee shall have such corporate power and authority reasonably required to enable him to discharge his duties in the office which he holds.

        5.    Benefits. Employee shall be entitled to all insurance and other benefits which Company may provide during the Term (provided Employee is eligible to participate therein) for senior management and for employees of Company generally, as are from time to time in effect during the Term (the "Benefits"). Currently, the Benefits include (i) disability and life insurance (subject to underwriting requirements), (ii) a vehicle allowance as determined by Company from time to time, (iii) reimbursement for the cost of an annual physical examination by a physician of Employee's choice, and (iv) fifteen business days paid vacation each year.

        Company agrees that Employee shall be entitled to the following additional Benefits during the Term: (i) five additional business days of paid vacation each year, (ii) first class air travel subject to Company's travel and expenses policy, (iii) participation in all of the Company's stock option, equity, incentive, or similar plans that are made available to other senior executives of the Company on a basis no less favorable to the Employee than the participation offered to other senior executives in similar positions, and (iv) upon expiration or termination of this Agreement by Company other than for cause, relocation to Los Angeles in a manner consistent with the Company's relocation of Employee to New York.

        6.    Business Expenses. During the Term, to the extent that such expenditures meet the criteria under the Internal Revenue Code for deductibility by Company (whether or not fully deductible by Company) for federal income tax purposes as reasonable and necessary business expenses and are substantiated by Employee as from time to time required by the Internal Revenue Service and by policies of Company, Company shall reimburse Employee promptly for all such expenditures made in accordance with rules and policies established from time to time by Company's Management Committee in pursuance and furtherance of Company's business and goodwill.

        7.    Place of Employment. The principal place of employment and the location of Employee's principal office shall be in New York City, New York, or such other place as shall be mutually agreed upon by Employee and Company; provided, however, that Employee shall be expected to engage in temporary, travel as Company may reasonably request or as may be required for the proper rendition of services hereunder.

        8.    Standard Terms and Conditions. This Agreement includes the Standard Terms and Conditions attached hereto and by this reference made a part of this Agreement. In the event of any conflict between the terms of the Standard Terms and Conditions and any express term or condition above provided, the express terms and conditions above provided shall prevail. The Standard Terms and Conditions are hereby amended as follows: part (ii) of the second paragraph of Paragraph 1 is amended to permit investment in publicly traded securities of public corporations provided that no such investment shall exceed 5% of any class of such securities of any such corporation; Paragraph 2(c) is amended by adding "(other than driving while intoxicated)" after the word "felony" on the ninth line; Paragraph 3(b) is amended to provide for a copy of notices to Employee to be sent to Employee at 211 East 48th Street, New York, New York 10017; and Paragraph 3(g)(4) is amended by adding the word "not" after the word "shall" on the fourth from last line, changing the word "Employee" to "Company" on the third from last line and changing "following" to "prior to" on the second from last line.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE UNIVISION NETWORK LIMITED PARTNERSHIP
By:	/s/  ROBERT CAHILL
Its:	Vice President
"EMPLOYEE"
/s/  ANDREW HOBSON ANDREW HOBSON

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STANDARD TERMS AND CONDITIONS

        1.    Exclusivity of Services. So long as this Agreement shall continue in effect, Employee shall render his services solely and exclusively for Company and shall devote his full business time, energy and ability to the business, affairs and interests of Company and matters related thereto, and shall perform services contemplated hereby in accordance with Company's policies consistent with Employee's position. Employee agrees to faithfully and diligently promote the business, affairs and interests of Company.

        Without the prior express written authorization of Company, Employee shall not, directly or indirectly, during the Term: (a) render services to any other person, firm or corporation; or (b) directly or indirectly engage in any activity other than the business of Company, whether alone, as a partner, joint venturer or as an officer, director, employee, agent, consultant or in any other capacity. Company consents to (i) Employee's rendering services for no consideration for any charitable organization provided that rendering such services does not interfere with performance by Employee of his obligations under this Agreement, and (ii) investments of Employee's personal assets in any business that is not directly or indirectly involved in any business in which Company, or any affiliate of Company is involved provided that Employee does not render any services in connection with or for any such business.

        Employee represents to Company that Employee has no other outstanding commitments inconsistent with any of the terms of this Agreement or service to be rendered hereunder.

        2.    Termination. The compensation and other benefits provided for in this Agreement, and the employment of Employee by Company, shall be terminated prior to expiration of the Term only as provided below in this Section 2:

        (a)  Disability.

In the event that Employee shall fail, because of illness, incapacity, disability or injury, to render the services contemplated by this Agreement for one hundred and thirty (130) business days either consecutively or in the aggregate during the Term, Employee's employment hereunder may be terminated by written notice of termination from Company to Employee. If Company exercises its right to terminate Employee's services for any such illness, incapacity, disability or injury, Company shall pay to Employee any Base Salary, Benefits and expense reimbursement that has accrued but remains unpaid at the time of such termination.

        (b)  Death.

In the event of Employee's death during the Term, this Agreement shall terminate. Company shall pay to Employee's estate any Base Salary, Benefits and expense reimbursement accrued but remaining unpaid at the time of Employee's death.

        (c)  For Cause.

Employee's employment hereunder shall be terminated and all of his rights to receive Base Salary, Benefits and expense reimbursement, whether or not accrued, shall terminate and be forfeited upon a determination by Company of Employee's failure to perform his services hereunder in any material way; breach of fiduciary duty; Employee's conviction of (or pleading guilty or nolo contendere in respect of) a felony or any lesser offense involving dishonesty, moral turpitude or Company's or its affiliates property; or upon material breach by Employee of any of the provisions of this Agreement. No termination of Employees employment under this Section 2(c) shall limit Company's rights under this Agreement or at law or in equity.

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        (d)  Without Cause.

In addition to Company's rights pursuant to any other provision of this Section 2, Company shall have the right to terminate Employee's employment with Company at any time for any reason or no reason with or without notice, but any such termination, other than as expressly provided for in Section 2(a), (b) or (c) above, shall be without prejudice to Employee's rights to receive Base Salary under this Agreement for the remaining unexpired Term subject to the terms and conditions of Section 2(e) below. The payments provided for in this Section 2(d) shall be in lieu of all other rights of Employee hereunder and at law or in equity, except that Company shall pay any Benefits and expense reimbursement that have accrued but remain unpaid at the time of termination under this Section 2(d).

        (e)  Compliance with Section 3(g) for continued Receipt of Payments.

In addition to Company's other remedies at law or in equity, in the event the Employee fails to comply with Section 3(g) below, Company's obligation to make payments under Section 2(d) shall terminate. Such termination shall in no way limit or replace Company's other rights and remedies at law and in equity.

        3.    Miscellaneous.

        (a)  Succession.

This Agreement shall inure to the benefit of and shall be binding upon Company, its successors and assigns. The obligations and duties of Employee hereunder shall be personal and not assignable. Company shall have the right to assign its rights and obligations to any successor or affiliate.

        (b)  Notices.

Any notice provided for in this Agreement shall be in writing and sent if to Company to:

A. Jerrold Perenchio
1901 Avenue of the Stars
Los Angeles, California 90067
Fax: (310) 556-3568

With copies to:

Robert V. Cahill
1901 Avenue of the Stars
Los Angeles, California 90067
Fax: (310) 556-3568

and

General Counsel
Univision
6701 Center Drive West
Los Angeles, California 90045

or at such other address as Company may from time to time in writing designate, and if to Employee at such address as Employee may from time to time in writing designate (or Employee's business address of record in the absence of such designation). All notices shall be deemed to have been given immediately if communicated by telecopy or facsimile transmission and two business days after they have been deposited, certified mail, return receipt requested,

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postage paid and properly addressed to the designated address of the party to receive the notice.

        (c)  Entire Agreement.

This instrument contains the entire agreement of the parties relating to the subject matter hereof and it replaces and supersedes any prior agreements, undertakings, commitments and practices relating to Employee's employment by Company and its affiliates. No amendment or modification of the terms of this Agreement shall be valid unless made in writing and signed by Employee and Company.

        (d)  Waiver.

No failure on the part of any party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall,any single or partial exercise preclude any further or other exercise of such or any other right.

        (e)  Choice of Law.

To the extent permitted by applicable law, this Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts made and to be performed there.

        (f)    Renewal.

Company agrees to give Employee written notice six (6) months prior to completion of the Term advising Employee whether or not Company will seek to negotiate the terms and conditions for an extension of the Term of Employee's employment. If Company gives Employee such notice advising Employee that Company will not seek to negotiate an extension of the Term of Employee's employment, or if Company gives Employee such notice seeking to negotiate an extension of the Term of Employee's employment and Company and Employee do not agree on the terms and conditions for an extended Term of Employee's employment, this Agreement shall expire at the end of the Term and Company and Employee shall have no further obligations under this Agreement following the expiration of the Term except to the extent specifically provided in this Agreement. If Company gives such notice to Employee less than six (6) months prior to the end of the Term or fails to give such notice and if Company and Employee do not negotiate an extension of the Term of Employee's employment, this Agreement shall expire at the end of the Term and Company and Employee shall have no further obligations under this Agreement following expiration of the Term except as specifically provided in this Agreement and except that Company shall continue to pay Employee's current Base Salary provided for in Section 2 of the main body of this Agreement after expiration of the Term for the unexpired portion of the six (6) month period that commenced with the giving of such notice, or for a period of six (6) months from and after the end of the Term if Company fails to give such notice. The election to seek an extension of the Term of Employee's employment shall be at the sole and absolute discretion of Company. No renewal or extension of this Agreement shall result in any subsequent renewal or extension of this Agreement unless such subsequent renewal or extension is by written agreement between Company and Employee.

        (g)  Confidentiality/Trade Secrets/Competitive Activities/Proprietary Rights.

        (1)  Confidentiality

        Employee agrees not to make use of, divulge or otherwise disclose, directly or indirectly any trade secret or other confidential information concerning the business or policies of Company or any of its affiliates of which Employee may learn as a result of Employee's employment during the term of this Agreement or prior thereto as stockholder, employee,

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officer or director of or consultant to Company or its predecessors, except to the extent such use or disclosure is (i) necessary to the performance of this Agreement and in furtherance of Company's best interests, (ii) required by applicable law, (iii) lawfully obtainable from other sources, or (iv) authorized by Company. The provisions of this subsection shall survive the expiration, suspension or termination, for any reason, of this Agreement.

        (2)  Trade Secrets

        Employee, prior to and during the Term, has had and will have access to and become acquainted with various trade secrets, consisting of plans, agreements, devices, processes, customer lists, contracts, and compilations of information which are owned by Company or by its affiliates and regularly used in the operation of their respective businesses and which may give Company an opportunity to obtain an advantage over competitors, who do not know or use such trade secrets. Employee agrees and acknowledges that Employee has been granted access to these valuable trade secrets only by virtue of the confidential relationship created by his employment by Company and Employee's prior interest in and fiduciary relationships to Company. Employee shall not disclose any of these trade secrets, directly or indirectly, or use them in any way, either during the Term or at any time thereafter, except as required in the course of his employment by Company or for its benefit.

        All records, files, documents, drawings, specifications, software, equipment, and similar items relating to the business of Company or its affiliates, including without limitation all records relating to performances and/or customers (the "Documents"), whether prepared by officer or otherwise coming into Employee's possession, shall remain the exclusive property of Company or such affiliates and shall not be removed from the premises of Company or its affiliates under any circumstances whatsoever. Upon termination of employment, Employee agrees to promptly deliver to Company all Documents in the possession or under the control of Employee.

        (3)  Competitive Activities

        Employee promises and agrees that if Employee's employment under this Agreement is terminated prior to the expiration of the Term, Employee shall not during the remainder of the unexpired Term (the "Cooling-Off Period"), (A) directly or indirectly engage in any activity competitive with or adverse to Company's Spanish language broadcasting and cable business in the United States and Puerto Rico (whether alone, as a partner, joint venturer, officer, director, emp loyee, consultant or investor of any other entity), including but not limited to any activity that is competitive with or adverse to such business that involves (x) representing, as talent agent or otherwise, any performer or celebrity, (y) the production in the United States of Spanish language advertising, news or programming of any kind or the distribution or transmission in or to the United States of any such advertising, news or programming wherever produced, or (z) the advertising, marketing, telemarketing or sale in any Spanish-language format of any product, institution or service and (B) influence or attempt to influence present or future customers, employees, performers or independent contractors of the Company or any of its affiliates to restrict, reduce, sever or otherwise alter their relationship with the Company or such affiliates. Employee further promises and agrees that during the Cooling-Off Period he shall not (other than in the performance of his duties under this Agreement) join or participate with any person who is, or hereafter at any time becomes, employed as an officer, performer or independent contractor by Company or any of its affiliates in the conduct of any business, corporation, partnership, firm or enterprise competing with the business of the Company or any of its affiliates.

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        (4)  Proprietary Rights

        Employee acknowledges and agrees that he is the Company's employee for hire. In this regard, all right, title and interest of every kind and nature whatsoever, whether now known or unknown, in and to any property (intellectual or otherwise), including without limitation any inventions, patents, trademarks, copyrights, films, scripts, ideas, writings and discoveries, invented, created, written, developed, furnished, produced, disclosed or acquired by Employee, alone or in collaboration with others, during officer's employment by Company or within the one (1) year period thereafter (qualified by the last sentence of this paragraph), which relates to or may be useful in connection with the actual business or activities of Company, shall be and remain, as between Employee and Company, the sole and exclusive property of Company for any and all purposes and uses whatsoever (including any of Employee's right, title and interest in and to any domestic or foreign applications for patent or trademark, as well as any divisions, continuations, reissues, revivals, renewals or extensions thereof), and to the extent protectible under copyright law, shall be deemed for such purposes as works made for hire for Company. Employee further agrees that, at Company's request, whether during or subsequent to employment by the Company, that Employee shall do any and all acts, and execute and deliver to Company (in form satisfactory to the Company) such instruments or documents, as may be deemed by Company as necessary or desirable to evidence, effectuate, secure, maintain, or establish the terms of this agreement or Company's ownership of any of the foregoing, all without charge; but notwithstanding that no such instruments or documents are executed, Company, as Employee's employer, shall be deemed the owner thereof immediately upon the discovery, invention, creation, etc. thereof. Any invention, patent, trademark or other property relating to Company's actual or contemplated business or activities, that is discovered, invented, created, etc. by officer, alone or in collaboration with others, within one (1) year after the termination of Employee's employment by Company for any reason, shall be deemed to be within the provisions of this paragraph, unless Employee can prove that the same was conceived and made following said termination.

        (h)  Severability.

If this Agreement shall for any reason be or become unenforceable in any material respect by any party, this Agreement shall thereupon terminate and become unenforceable by the other party as well. In all other respects, if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law. Further, in the event that any portion of the second paragraph of Section 2 or any portion of Section 3(g) of these Standard Terms and Conditions is more restrictive than permitted by applicable law, such provisions shall be deemed and construed as limited to the extent, but only to the minimum extent, necessary to permit their enforcement under such law. In particular, the parties acknowledge that the duration and geographic scope of such provisions may be so limited to permit the greatest possible enforcement thereof.

        (i)    Withholding.

All compensation payable hereunder shall be subject to applicable taxes, withholding, premium charges, co-payment of benefits, self-insured retentions and other normal employee deductions.

        (j)    Remedies.

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Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for certain breaches of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity or competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. Such specific performance and/or injunctive relief shall be available without the posting of any bond or other security. In this connection, the parties agree that the services to be rendered by Employee hereunder are of a special, unique and extraordinary nature, which gives them a peculiar value and that a breach by Employee will cause Company great and irreparable injury and harm. Except when a party is seeking an injunction or specific performance hereunder, the parties agree they shall submit any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising out of or relating in any way to the employment of Employee or the termination thereof to binding arbitration. In the event the parties shall fail to agree upon terms of arbitration within twenty (20) days from the first written demand for arbitration, then such disputed matter shall be settled by arbitration under the Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with such Rules. Such arbitration shall be held in New York City. Once a matter has been submitted to arbitration pursuant to this section, the decision of the arbitrator reached and promulgated as a result thereof shall be final and binding upon all parties and each party shall pay the expenses of such party's attorneys, except that the arbitrator shall be entitled to award the costs of arbitration, attorneys' and accountants' fees, as well as costs, to the party that the arbitrator determines to be the prevailing party in any such arbitration. The Company shall pay Employee's reasonable travel expenses in connection with any arbitration and preparation therefor. In reaching a decision the arbitrator shall have no authority to ignore, change, modify, add to or delete from any provision of this Agreement, but instead is limited solely to interpreting this Agreement in accordance with the laws of New York.

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Exhibit 10.17

EMPLOYMENT AGREEMENT
STANDARD TERMS AND CONDITIONS

EX-10.32

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Exhibit 10.32

AGREEMENT
UNIVISION COMMUNICATIONS INC.
AND
CHARTWELL SERVICES NEW YORK, INC.

INTRODUCTION

        This Agreement, dated as of May 24, 2000, is between UNIVISION COMMUNICATIONS INC., a Delaware corporation ("Univision"), and CHARTWELL SERVICES NEW YORK, INC. ("CSNYI"), a New York corporation (each a "Party" and together the "Parties").

        WHEREAS, CSNYI provides certain of its employees to Univision on a full-time or part-time basis.

        WHEREAS, CSNYI furnishes such employees and certain executives of Univision with office space and office support.

        WHEREAS, the Parties wish to set forth the terms on which Univision will reimburse CSNYI for the salaries and benefits of such CSNYI employees and for various costs incurred in providing such employees and Univision executives with office space and office support.

ARTICLE 1

AGREEMENT

1.1  Reimbursement of Salaries and Benefits. Univision will reimburse CSNYI for the percent of salaries and benefits set forth opposite those individuals shown on Exhibit A on a quarterly basis. Exhibit A shall be amended periodically by the Parties to reflect CSNYI employees who are working part-time or full-time for Univision.

1.2  Reimbursement of Office and Administrative Costs.

1.2.1    Office Costs. Univision will reimburse CSNYI for the pro rata portion of all expenses incurred by CSNYI in providing office space and office services to CSNYI employees who work full-time or part-time for Univision, as well as for the costs incurred by CSNYI in providing office space and services to employees of Univision who have an office in CSNYI's offices at 767 Fifth Avenue, 12^th Floor, New York, NY 10153. Such expenses shall include a pro rata portion of rent, as well as other costs associated with maintaining an office including, but not limited to, office space and common areas, parking fees, supplies, long-distance telephone calls, facsimile transmissions, postage, and Federal Express and United Parcel Service shipments. All such expenses shall be reimbursed monthly. The pro rata portion shall be determined based on the ratio of (a) the total square footage of the offices used by such employees and executives to (b) the total square footage of all offices in CSNYI's suite at 767 Fifth Avenue, 12^th Floor, New York, NY 10153. The initial percentage is estimated to be 48.56%, which shall be amended from time to time to reflect the number and size of CSNYI offices being utilized by full-time and part-time CSNYI employees providing services to Univision and to Univision employees.

1.2.2    Administrative Costs. Univision will reimburse CSNYI for general administrative and tenant expenses and improvements in a manner the Parties agree to from time to time.

1.3  Reimbursement of Transportation Costs. Univision will reimburse CSNYI for allocable transportation costs, including, but not limited to, the cost of limousine service and any automobile allowances granted to CSNYI employees.

1.4  Indemnity. To the fullest extent permitted by applicable law, Univision hereby indemnifies CSNYI against all expenses if CSNYI is made a party to, or threatened to be made a party to, or

otherwise involved in, any legal, administrative, arbitration or other proceeding arising out of the provision of CSNYI employees to Univision or attributable to the actions or presence of Univision executives at CSNYI offices.

1.5  Term and Renewal. The term of this Agreement shall be for a period of three (3) years, effective as of May 24, 2000 and ending on May 23, 2003. This Agreement will be automatically renewed for a one (1) year term unless cancelled by either party through written notice by February 24, 2003 or by February 24 of any subsequently extended year.

1.6  Univision Board Approval. This Agreement shall become effective only if it is approved by Univision's Board of Directors, as required by its Bylaws.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.1  Amendments; Waivers. Amendments, waivers, demands, consents and approvals under this Agreement must be in writing and designated as such. No failure or delay in exercising any right will be deemed a waiver of such right.

2.2  Integration. This Agreement is the entire agreement between the Parties pertaining to its subject matter, and supersedes all prior agreements and understandings of the Parties in connection with such subject matter.

2.3  Interpretation; Governing Law. This Agreement is to be construed as a whole and in accordance with its fair meaning. This Agreement is to be interpreted in accordance with the laws of the State of New York.

2.4  Headings and Titles. Headings and Titles of Articles and Sections are for convenience only and are not a part of this Agreement.

2.5  Counterparts. This Agreement may be executed in one or more counterparts, all of which constitute one agreement.

2.6  Successors and Assigns. This Agreement is binding upon and inures to the benefit of each Party and such Party's respective heirs, personal representatives, successors and assigns. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies upon any other person.

2.7  Representation by Counsel; Interpretation. Each Party acknowledges that it has been represented by counsel in connection with this Agreement. Any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived.

2.8  Severability. The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not effect the validity or enforceability of any other of its provisions. If one or more provisions hereof is/are declared invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purpose hereof. The Parties further agree to replace such void or unenforceable provisions of this Agreement with valid and enforceable provisions that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions.

2.9  Notices. All notices, demands and requests required by this Agreement will be in writing and will be sent to the address appearing below the Party's name on the execution page hereof. Any such notice, demand or request shall be deemed to have been given for all purposes: (a) upon personal delivery; (b) one (1) business day after being sent, when sent by professional overnight courier service for next business day delivery from and to locations within the continental United States; (c) five (5) days after posting when sent by registered or certified mail; or (d) on the date of receipt by the

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sending Party of confirmation of the successful transmission of the facsimile, as printed by facsimile machine, when sent by facsimile. Any Party hereto may from time to time by notice in writing served upon the others as provided herein, designate a different mailing address or a different party to which such notices or demands are thereafter to be addressed or delivered.

2.10 Relationship of Parties. Nothing herein contained is deemed to constitute a partnership between or joint venture by the Parties, nor will either Party be deemed the agent of the other. Neither Party will hold itself out contrary to the provisions hereof.

2.11 Further Actions. Subject to the terms and conditions of this Agreement, each of the Parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all action necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date on the first page.

UNIVISION COMMUNICATIONS, INC. a Delaware corporation
/s/  GEORGE BLANK
By:	George Blank
Title:	Chief Financial Officer
Address:	Glenpointe Centre West 500 Frank W. Burr Blvd. 6th Floor Teaneck, New Jersey 07666 Attn: George Blank
CHARTWELL SERVICES NEW YORK, INC. a New York corporation
/s/  A. JERROLD PERENCHIO
By:	A. Jerrold Perenchio
Title:	President and Chief Executive Officer
Address:	1999 Avenue of the Stars Suite 3050 Los Angeles, California 90067 Attn: A. Jerrold Perenchio

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Exhibit A

CSNYI Employees Furnished on Full-Time Basis to Univision:
None	(100%)
CSNYI Employees Furnished on Part-Time Basis to Univision:
Lorraine Annoscia	(50%)
Steve Solomon	(50% of benefits only)
Receptionist (to be hired)	(48.56%*)
Maintenance person (to be hired)	(48.56%*)

*

Calculated based on the number and size of CSNYI offices being utilized by full-time and part-time CSNYI employees providing services to Univision and Univision employees.

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AGREEMENT UNIVISION COMMUNICATIONS INC. AND CHARTWELL SERVICES NEW YORK, INC.

EX-10.33

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Exhibit 10.33

Amendment No. 8 (the "Amendment") To
Employment Agreement between
Univision Communications Inc. ("Univision") and George W. Blank
(the "Employment Agreement")

        December 17, 2001

To: George W. Blank
c/o Univision

Dear George:

You and Univision agree to amend the Employment Agreement as follows:

        1.    Term. The Term of the Employment Agreement is extended through December 31, 2004, unless earlier terminated in accordance with the provisions of the Employment Agreement.

        2.    Salary. Your annual Base Salary rate will be: Six Hundred Thousand Dollars ($600,000) for the annual period from January 1, 2004 through December 31, 2004.

        3.    Effective Date of Amendment. Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        4.    Notices. Any notice to Univision's General Counsel shall be sent to the following address: Univision, 5999 Center Drive, Los Angeles, California 90045.

        5.    Other. Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/  ROBERT V. CAHILL
		Robert V. Cahill
		Vice President
/s/  GEORGE W. BLANK George W. Blank

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Amendment No. 8 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and George W. Blank (the "Employment Agreement")

EX-10.33(1)

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Exhibit 10.33.1

Amendment No. 7 (the "Amendment") To
Employment Agreement between
Univision Communications Inc. ("Univision") and George W. Blank
(the "Employment Agreement")

November 14, 2001

To: George W. Blank
c/o Univision

Dear George:

You and Univision agree to amend the Employment Agreement as follows:

        1.Salary.    Your annual Base Salary rate will be: Five Hundred Forty Thousand Dollars ($540,000) for calendar year 2002.

        2.Effective Date of Amendment.    Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        3.Other.    Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/ ROBERT V. CAHILL
		Robert V. Cahill Vice President
/s/ GEORGE W. BLANK George W. Blank

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Exhibit 10.33.1

Amendment No. 7 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and George W. Blank (the "Employment Agreement")

EX-10.34

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Exhibit 10.34

Amendment No. 8 (the "Amendment") To
Employment Agreement between
The Univision Network Limited Partnership ("Univision") and Ray Rodriguez
(the "Employment Agreement")

        December 17, 2001

To: Ray Rodriguez
c/o Univision

Dear Ray:

You and Univision agree to amend the Employment Agreement as follows:

        1.    Term. The Term of the Employment Agreement is extended through December 31, 2004, unless earlier terminated in accordance with the provisions of the Employment Agreement.

        2.    Salary. Your annual Base Salary rate will be Eight Hundred Thousand Dollars ($800,000) for the annual period from January 1, 2004 through December 31, 2004.

        3.    Effective Date of Amendment. Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        4.    Notices. Any notice to Univision's General Counsel shall be sent to the following address: Univision, 5999 Center Drive, Los Angeles, California 90045.

        5.    Other. Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	THE UNIVISION NETWORK LIMITED PARTNERSHIP
	By:	/s/  GEORGE W. BLANK
		George W. Blank
		Chief Financial Officer
/s/  RAY RODRIGUEZ Ray Rodriguez

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Amendment No. 8 (the "Amendment") To Employment Agreement between The Univision Network Limited Partnership ("Univision") and Ray Rodriguez (the "Employment Agreement")

EX-10.34(1)

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Exhibit 10.34.1

Amendment No. 7 (the "Amendment") To
Employment Agreement between
The Univision Network Limited Partnership ("Univision") and Ray Rodriguez
(the "Employment Agreement")

November 14, 2001

        In order to assist Univision during the current difficult economic climate, I have volunteered to forego any raise called for by my employment agreement and to have my base pay reduced to Seven Hundred Twenty Thousand Dollars ($720,000) for the period January 1, 2002 through December 31, 2002. All other terms and conditions will remain unchanged.

/s/ RAY RODRIGUEZ Ray Rodriguez
THE UNIVISION NETWORK LIMITED PARTNERSHIP
By:	/s/ GEORGE W. BLANK George W. Blank Chief Financial Officer

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Exhibit 10.34.1

Amendment No. 7 (the "Amendment") To Employment Agreement between The Univision Network Limited Partnership ("Univision") and Ray Rodriguez (the "Employment Agreement")

EX-10.35

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Exhibit 10.35

Amendment No. 3 (the "Amendment") To
Employment Agreement between
Univision Communications Inc. ("Univision") and Douglas Kranwinkle
(the "Employment Agreement")

        December 17, 2001

To: Douglas Kranwinkle
c/o Univision

Dear Douglas:

You and Univision agree to amend the Employment Agreement as follows:

        1.    Term. The Term of the Employment Agreement is extended through December 31, 2004, unless earlier terminated in accordance with the provisions of the Employment Agreement.

        2.    Salary. Your annual Base Salary rate will be: Six Hundred Thousand Dollars ($600,000) for the annual period from January 1, 2004 through December 31, 2004.

        3.    Effective Date of Amendment. Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        4.    Notices. Any notice to Univision's General Counsel shall be sent to the following address: Univision, 5999 Center Drive, Los Angeles, California 90045.

        5.    Other. Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/  GEORGE W. BLANK
		George W. Blank
		Chief Financial Officer
/s/  DOUGLAS KRANWINKLE Douglas Kranwinkle

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Amendment No. 3 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Douglas Kranwinkle (the "Employment Agreement")

EX-10.35(1)

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Exhibit 10.35.1

Amendment No. 2 (the "Amendment") To
Employment Agreement between
Univision Communications Inc. ("Univision") and Douglas Kranwinkle
(the "Employment Agreement")

November 14, 2001

To: Douglas Kranwinkle
c/o Univision

Dear Doug:

You and Univision agree to amend the Employment Agreement as follows:

        1.Salary.    Your annual Base Salary rate will be: Five Hundred Forty Thousand Dollars ($540,000) for calendar year 2002.

        2.Effective Date of Amendment.    Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        3.Other.    Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/ GEORGE W. BLANK George W. Blank Chief Financial Officer
/s/ DOUGLAS KRANWINKLE Douglas Kranwinkle

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Exhibit 10.35.1

Amendment No. 2 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Douglas Kranwinkle (the "Employment Agreement")

EX-10.36

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Exhibit 10.36

Amendment No. 7 (the "Amendment") To
Employment Agreement between
Univision Communications Inc. ("Univision") and Andrew Hobson
(the "Employment Agreement")

December 17, 2001

To:	Andrew Hobson
	c/o Univision

Dear Andrew:

You and Univision agree to amend the Employment Agreement as follows:

        1.    Term. The Term of the Employment Agreement is extended through December 31, 2004, unless earlier terminated in accordance with the provisions of the Employment Agreement.

        2.    Salary. Your annual Base Salary rate will be: Six Hundred Thousand Dollars ($600,000) for the annual period from January 1, 2004 through December 31, 2004.

        3.    Effective Date of Amendment. Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        4.    Notices. Any notice to Univision's General Counsel shall be sent to the following address: Univision, 5999 Center Drive, Los Angeles, California 90045.

        5.    Other. Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/  GEORGE W. BLANK George W. Blank Chief Financial Officer
/s/  ANDREW HOBSON Andrew Hobson

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Exhibit 10.36

Amendment No. 7 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Andrew Hobson (the "Employment Agreement")

EX-10.36(1)

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Exhibit 10.36.1

Amendment No. 6 (the "Amendment") To
Employment Agreement between
Univision Communications Inc. ("Univision") and Andrew Hobson
(the "Employment Agreement")

November 14, 2001

To: Andrew Hobson
c/o Univision

Dear Andy:

You and Univision agree to amend the Employment Agreement as follows:

        1.Salary.    Your annual Base Salary rate will be: Five Hundred Forty Thousand Dollars ($540,000) for calendar year 2002.

        2.Effective Date of Amendment.    Upon execution by you and Univision, this Amendment will become effective as of the date first provided above.

        3.Other.    Except as provided in this Amendment, all other terms and conditions in the Employment Agreement will remain in full force and effect, and the Employment Agreement, as amended hereby, is ratified and confirmed.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/ GEORGE W. BLANK George W. Blank Chief Financial Officer
/s/ ANDREW HOBSON Andrew Hobson

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Exhibit 10.36.1

Amendment No. 6 (the "Amendment") To Employment Agreement between Univision Communications Inc. ("Univision") and Andrew Hobson (the "Employment Agreement")

EX-10.40

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EXHIBIT 10.40

SHARE PURCHASE AGREEMENT

        This Share Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between Fonovisa L.L.C., a Nevada limited liability company ("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").

WHEREAS, Buyer has indicated it desires to purchase shares of Seller's Series B Convertible Redeemable Preferred Stock (collectively, the "Preferred Shares");

WHEREAS, Seller is willing to sell such Preferred Shares to Buyer;

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

1.    Purchase and Sale of Stock.    Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller, 375,000 Preferred Shares for an aggregate purchase price of U.S.$375,000,000 (the "Share Purchase Price"). Buyer shall pay the Share Purchase Price to Seller as promptly as practical but in no event later than December 26, 2001 by wire transfer to the account of Seller shown on Exhibit A. Upon receipt of the Share Purchase Price, Seller shall deliver to Buyer a certificate, registered in Buyer's name, representing the Preferred Shares. A form of share certificate for the Preferred Shares is attached hereto as Exhibit B and the Certificate of Designation regarding the Preferred Shares is attached hereto as Exhibit C (the "Certificate of Designation").

2.    Representations and Warranties of Seller.    Seller represents and warrants to Buyer as follows:

A.    Organization.    Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all necessary corporate power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation.    The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes the legally valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation.    Neither the Seller nor any of its subsidiaries is (i) in violation of its charter or bylaws or (ii) in breach or default in the performance or observance of any material agreement to which it is a party or by which it is bound, except as disclosed in the Public Filings (as defined below) and except for such breaches or defaults that would not have a material adverse effect on (x) the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, or (y) Seller's ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The execution, delivery and performance of this Agreement by Seller, the conversion of the Preferred Shares and the exercise of the Warrant will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (a) the charter documents or bylaws of Seller or any of its subsidiaries, (b) any law to which Seller or any of its subsidiaries is subject, which breach, default or violation would have a Material Adverse Effect or (c) any material agreement to which Seller or any of its subsidiaries is a party or is bound, which breach, default or violation would have a Material Adverse Effect.

D.    No Registration.    The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby, other than the conversion of the Preferred

1

Shares, which require a filing under the HSR Act (as defined below) and could require approval from the Federal Communication Commission, will not require filing or registration with, or the issuance of any permit by, or receipt of any approval or other consent from, any person or entity.

E.    No Payment Triggered.    The execution, delivery and performance of this Agreement and the conversion of the Preferred Shares will not cause the acceleration of any payment or trigger any other right under any agreement, arrangement, commitment or understanding to which Seller is a party or by which Seller is bound.

F.    Public Documents.    Since December 31, 2000, Seller has filed with the U.S. Securities and Exchange Commission (the "SEC") all reports, proxy materials and registration statements required to be filed by it pursuant to the U.S. federal securities laws and has made all other filings required to be made by it with the SEC (collectively, the "Public Filings"). None of the Public Filings contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each such case as of its filing date, mailing date or effective date, as the case may be. Since the date of the filing with the SEC of Seller's most recent Form 10Q, there has not been (A) any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business affairs or business prospects of Seller and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (B) any transaction entered into by Seller or its subsidiaries, other than in the ordinary course of business, that is material to Seller and its subsidiaries, taken as a whole, (C) any dividend or other obligation declared, paid or made by Seller on its capital stock or (D) any incurrence by Seller or its subsidiaries of any material liability or obligation, direct or contingent.

G.    Financial Statements.    The consolidated financial statements included in or incorporated by reference into the Public Filings, together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Seller and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein.

H.    Ownership.    The Preferred Shares upon issuance, and the Conversion Shares (as defined below) upon issuance in accordance with the terms of this Agreement, will be duly authorized, validly issued and outstanding and fully paid and nonassessable. Except as set forth in the Public Filings, Seller has not entered into any outstanding contracts or other rights to subscribe for or purchase, or contracts or other obligations to issue or grant any rights to acquire, any capital stock of Seller, or to restructure or recapitalize Seller, and, to Seller's knowledge, there are no outstanding contracts to repurchase, redeem or otherwise acquire any capital stock of Seller.

I.    Reservation of Shares.    Seller has reserved a sufficient number of shares of Class A Common Stock for issuance to Holder upon conversion of the Preferred Shares.

J.    Listing on the New York Stock Exchange ("NYSE").    The Conversion Shares have been, or by the date of payment of the Purchase Price will be, approved for listing on the NYSE, subject only to official notice of issuance.

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K.    Use of Proceeds.    Immediately following the receipt of the Share Purchase Price, Seller shall apply such purchase price to repay an equivalent amount of indebtedness outstanding under Seller's bank credit agreement dated July 18, 2001.

3.    Representations and Warranties of Buyer.    Buyer represents and warrants to Seller as follows:

A.    Organization.    Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of Nevada with all necessary corporate power and authority to execute, deliver and perform this Agreement.

B.    Execution, Delivery and Performance; Binding Obligation.    The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.

C.    No Violation of Law; Agreements.    The execution, delivery and performance of this Agreement by Buyer will not violate or constitute a breach or default (whether upon lapse of time or the occurrence of any act or event or otherwise) under (i) the charter documents or bylaws of Buyer, (ii) any law to which Buyer is subject, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement, or (iii) any agreement to which Buyer is a party, which breach, default or violation would have a material adverse effect on Buyer's ability to perform its obligations under this Agreement.

D.    Investment Intent.    Buyer is purchasing the Preferred Shares solely for its own account, for investment purposes only and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities law, and Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment represented by its purchase of such Preferred Shares. Buyer acknowledges that such Preferred Shares have not been and prior to issuance will not be registered under the Securities Act or any other securities law and may not be sold, and Buyer hereby covenants that such Preferred Shares will not be sold, in whole or in part, in the United States of America except pursuant to a registration statement effective under the Securities Act or pursuant to an exemption from registration under the Securities Act, and in compliance with all other applicable securities laws.

E.    Accredited Investor.    Buyer is an accredited investor within the definition set forth in Rule 501(a) of the regulations promulgated by the SEC pursuant to the Securities Act.

        4.    Continuing Covenants.

A.    Registration Rights.    The parties agree and acknowledge that the Class A Shares into which the Preferred Shares are convertible (the "Conversion Shares") will be subject to the terms and conditions of the Registration Rights Agreement (the "Registration Rights Agreement") dated October 2, 1996 by and among Seller, Buyer and various other parties set forth therein. The parties further agree that for the purposes of the Registration Rights Agreement the Class A Shares will be deemed Common Stock held by the Televisa Holders.

B.    HSR Act Matters.    Seller and Buyer will as promptly as practicable, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") (i) the notification and report form, if any, required for the transactions contemplated by this Agreement, including without limitation the conversion of the Preferred

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Shares, and (ii) any supplemental information requested in connection therewith pursuant to the Hart-Scott-Rodino Act of 1976 (the "HSR Act"). Seller and Buyer will use commercially reasonable efforts to take all such actions, such that the waiting period specified in the HSR Act will expire or be satisfied as soon as reasonably possible.

C.    Restriction on Transfers.    Buyer will not sell, assign, convey or otherwise transfer the Preferred Shares without the prior written consent of the Seller except in connection with an acquisition, share repurchase, redemption, merger, reorganization or similar transaction in which all of the holders of Buyer's Class A Common Stock are entitled to participate or as permitted by Section 5B below.

5.    General.

A.    Survival.    The representations, warranties and agreements in this Agreement will survive any investigation made by either party, and the execution of this Agreement.

B.    No Assignment.    Neither party may assign this Agreement without the prior written consent of the other party; provided, that Buyer may assign its rights to any direct or indirect wholly-owned subsidiaries of Grupo Televisa S.A.; provided, further, that any such assignment shall not relieve Buyer of its obligations hereunder.

C.    Binding Effect; Parties in Interest.    This Agreement is binding on and benefits only the parties and their respective permitted successors and assigns. Nothing in this Agreement gives any rights or remedies to any person other than the parties and their respective permitted successors and assigns, nor does anything in this Agreement relieve or discharge any obligation or liability of any third person to either party. No provision of this Agreement gives any third person any right of subrogation or action over or against either party to this Agreement.

D.    Complete Agreement.    This Agreement, including the documents attached to this Agreement as Exhibits, is the complete and exclusive statement of agreement of the parties as to matters covered by it. It replaces and supersedes all prior written or oral agreements or statements by and among the parties with respect to the matters covered by it. No representation, statement, condition or warranty not contained in this Agreement is binding on the parties.

E.    Amendments; Waivers.    Any amendment to this Agreement requires the approval of both parties. Any waiver of any right or remedy requires the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by either party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement.

F.    Interpretation.    If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of either party or its counsel. The parties waive any statute or rule of law to the contrary.

G.    Attorneys' Fees and Costs.    If any legal action or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which the prevailing party is entitled.

H.    Governing Law.    This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws.

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I.    Jurisdiction; Venue; Service of Process.    Each of the parties irrevocably submits to the jurisdiction of any California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of our relating to this Agreement or the transactions contemplated hereby, and irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as its agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by personally delivering of a copy of such process to such party at its address specified in or pursuant to Section 5.M. Each of the parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

J.    Enforcement of Agreement.    The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any California court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond.

K.    Counterparts.    This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or more counterparts, each of which will be deemed an original and all of them will constitute one agreement. A facsimile signature page will be deemed an original signature page.

L.    Headings.    The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.

M.    Notices.    Any notice required to be given hereunder will be sufficient if in writing, and sent by facsimile transmission and by courier service (with proof of service), hand delivery

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or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

If to Buyer:	If to Seller:
Fonovisa L.L.C. c/o Joseph Stern, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Telecopier: (212) 859-8589	Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attention: C. Douglas Kranwinkle, Esq. Telecopier: (310) 556-3568
With a copy to: Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier: 011-52-55-5-261-2451	With a copy to: O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, CA 90067 Attention: Kendall R. Bishop, Esq. Telecopier No.: (310) 246-6779

or to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.

N.    Further Assurances.    Each party will execute and deliver, both before and after the Closing, such further certificates, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters, including the execution and delivery of such assignment and transfer documents as either party may deem necessary or desirable.

        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

BUYER: FONOVISA L.L.C.
By:
	/s/  JOSE SUAREZ BARBOSA
	Name:	Fonovisa de Centroamérica, C.A.
	Title:	General Manager
	By:	Jorge Suarez Barbosa
SELLER: UNIVISION COMMUNICATIONS INC.
By:
	/s/  C. DOUGLAS KRANWINKLE
	Name:	C. Douglas Kranwinkle
	Title:	Executive Vice President

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EXHIBIT A
UNIVISION COMMUNICATIONS INC.
Wire Instructions (UTG)

Bank Name:	Fleet Boston P.O. Box 2016 100 Federal Street Boston, MA 02106 Contact: Andrea Frost (617) 533-5759
Account Name:	Unvision Television Group Inc. Glenpointe Centre West 500 Frank W. Burr Blvd., 6th Floor Teaneck, NJ 07666 (212) 287-4200
Bank Account #:	501-33558
ABA #:	011000390

A-1

EXHIBIT B
PREFERRED SHARES

B-1

EXHIBIT C
CERTIFICATE OF DESIGNATION
of
SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
of
UNIVISION COMMUNICATIONS INC.,
a Delaware Corporation

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

        The undersigned certify that:

1.    They are the duly elected and acting President and Secretary, respectively, of Univision Communications Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation").

2.    Pursuant to authority given by the Corporation's Certificate of Incorporation, the Board of Directors of the Corporation has duly adopted the following recitals and resolutions:

        WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of shares known as Preferred Stock, issuable from time to time in one or more series;

        WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Certificate of Incorporation, to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such series, and to determine the designation thereof;

        WHEREAS, the Board of Directors of the Corporation desires, pursuant to its authority, to determine and fix the rights, preferences, privileges and restrictions of a certain series of Preferred Stock and the number of shares constituting and the designation of the series;

        NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Corporation hereby establishes a series of the authorized preferred stock of the Corporation, $.01 par value per share, which series will be designated as "Series B Convertible Redeemable Preferred Stock," and which will consist of 375,000 shares (the "Preferred Shares") and will have the following rights, preferences, privileges and restrictions:

A.    Dividends and Distributions.    The holders of Preferred Shares will be entitled to participate with the holders of Common Stock with respect to any dividend declared on, or other distribution in respect of, the Common Stock in proportion to the number of shares of Common Stock issuable upon conversion of the shares of the Preferred Shares held by them, and such dividend or other distribution will be paid at the same time as the dividend on, or other distribution in respect of, the Common Stock.

B.    Voting.    Except as otherwise provided by law, the holder(s) of Preferred Shares will have no right to vote on any matters, questions or proceedings of the Corporation.

C.    Liquidation, Dissolution or Winding Up.    Upon any liquidation, dissolution or winding up of the Corporation, no distribution will be made to the holders of shares of Common Stock or of any other stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares unless, prior thereto, the holders of Preferred Shares will have received payment by the Corporation in an amount equal to $1,000 per share (the "Liquidation Value").

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D.    Transferability of Preferred Shares.    No person holding Preferred Shares may transfer, and the Corporation will not register the transfer of, any Preferred Shares, whether by sale, assignment, pledge, encumbrance, gift, bequest, appointment or otherwise (a "transfer"), unless the transferee will have given the Corporation 30 days prior written notice of such transfer or, in the case of a transfer to a wholly-owned subsidiary of a holder, one day's prior written notice of such transfer. Any purported transfer in violation of the foregoing will be null and void. Certificates representing Preferred Shares will, at the option of the Corporation, bear a legend to such effect.

E.    Conversion.    Upon the termination or expiration of any applicable waiting period under the U.S. Hart-Scott-Rodino Act of 1976 (the "HSR Act"), the Preferred Shares will automatically be converted into fully paid and nonassessable shares of the Corporation's Class A Common Stock at the rate of 28.252 shares of Class A Common Stock for each Preferred Share. The Corporation will deliver certificate(s) representing the Class A Common Stock to the holder of the Preferred Shares only upon the surrender to the Corporation or its transfer agent for the Preferred Shares of the certificate(s) representing the Preferred Shares. No fractional shares of Class A Common Stock shall be issued upon conversion of the Preferred Shares. All shares of Class A Common Stock (including fractions thereof) issuable upon conversion of the Preferred Shares by a holder shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the closing price of the Class A Common Stock on the New York Stock Exchange on the business day prior to the date of conversion.

F.    Redemption by the Corporation.    If approval under the HSR Act is not obtained by June 30, 2002, the Corporation will, at the election of the holder of the Preferred Shares upon written notice to the Corporation (provided that such notice is received by the Corporation not later than 30 days following June 30, 2002), redeem all of the outstanding Preferred Shares within 30 days following the Corporation's receipt of any such notice of election by paying in cash for each such Preferred Share a price equal to (i) the Liquidation Value plus (ii) interest at a rate equal to the LIBOR rate on the date the payment was due plus 125 basis points (calculated on a 360-day year and the actual number of days the Preferred Shares have been outstanding). On and after such date of redemption, the holder of the Preferred Shares, upon surrender to the Corporation or its transfer agent for the Preferred Shares of the certificate(s) representing the Preferred Shares properly endorsed in blank or accompanied by a proper instrument of assignment or transfer in blank, will be entitled to receive payment of the redemption price by wire transfer. Notwithstanding the foregoing, if approval under the HSR Act is obtained after June 30, 2002 but before the date of redemption, then the Preferred Shares will automatically be converted into fully paid and nonassessable shares of the Corporation's Class A Common Stock in accordance with Section E hereof.

G.    Reacquired Shares.    Any Preferred Shares redeemed or which will have been converted will be retired and cancelled promptly after the acquisition thereof. All such shares will upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other certificate of designation creating a series of Preferred Stock or any similar stock or as otherwise required by law.

H.    Anti-Dilution Provisions.    In addition to the provision set forth in Section A above, if any of the following events occurs at any time prior to the conversion of the Preferred Shares

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into shares of Class A Common Stock, then the Preferred Shares shall be adjusted as described below:

(i)    Redemptions and Repurchases.    If at any time there is a pro rata redemption or repurchase of the Class A Common Stock, each holder of Preferred Shares shall be entitled to participate in such redemption or repurchase in respect of such holder's Preferred Shares on the same terms and conditions and for the same consideration as would have been applicable had such holder converted such holder's Preferred Shares prior to the redemption or repurchase.

(ii)    Stock Subdivisions or Stock Consolidations.    If at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or otherwise, then the number of shares of Common Stock into which each Preferred Share is convertible will be increased proportionately. Conversely, if at any time the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then the number of shares of Common Stock into which each Preferred Share is convertible will be reduced proportionately. Each adjustment to the number of shares of Common Stock into which each Preferred Share is convertible shall be effective on the record date, or if there is no record date the effective date for such subdivision or consolidation.

(iii)    Consolidation, Merger or Sale of Assets.    If the Corporation shall at any time (a) consolidate with or merge into another corporation or (b) merge with another corporation and be the surviving corporation in such merger, and in connection therewith all or part of the Class T Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the holders of the Preferred Shares will thereafter receive, subject only to the termination or expiration of any applicable waiting period under the HSR Act, the securities, cash or other property that such holders would have received upon such consolidation or merger had such holders converted the entirety of their outstanding Preferred Shares into shares of Common Stock prior to such consolidation or merger, and the Corporation shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon conversion of such Preferred Shares. A sale of all or substantially all the assets of the Corporation for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section H(iii) similarly shall apply to successive mergers or consolidations or sales or other transfers.

(iv)    Notices.    When any adjustments are required to be made under this Section H, the Corporation shall as promptly as practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation thereof, and (iii) cause a copy of such statement to be mailed to each holder of the Preferred Shares.

(v)    Computations and Adjustments.    Upon each computation of an adjustment under this Section H, the number of Common Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

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        RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized and empowered on behalf of the Corporation to execute, verify and file a certificate of designation of preferences in accordance with Delaware law.

3.    The authorized number of shares of Preferred Stock of the Corporation is 10,000,000 shares, and the number of shares constituting Convertible Redeemable Preferred Stock is 375,000 (including the Series B Convertible Preferred Stock).

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Designation as of December    , 2001.

__________, President

__________, Secretary

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VERIFICATION

        The undersigned,                        , the President and Secretary, respectively, of Univision Communications Inc., a Delaware corporation, each declares under penalty of perjury that the matters set out in the foregoing Certificate of Designation are true of their own knowledge.

        Executed at Los Angeles, California, on December    , 2001.

__________, President

__________, Secretary

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SHARE PURCHASE AGREEMENT

EX-10.41

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Exhibit 10.41

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

December 19, 2001

CONFIDENTIAL

Grupo Televisa S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico
Attention: Mr. Jaime Davila

Re: Acquisition of Fonovisa Music Group

Gentlemen:

        This letter agreement (this "Letter Agreement") sets forth the understanding and agreement between Univision Communications Inc. ("Buyer") and Grupo Televisa S.A. ("Seller"), pursuant to which Buyer has agreed to purchase (directly or through a wholly-owned subsidiary of Buyer, at Buyer's option), and Seller has agreed to cause certain of its direct and indirect subsidiaries to sell, all of the stock of certain indirect subsidiaries of Seller, all subject to the terms and conditions set forth herein (the "Transactions"). The parties agree that this Letter Agreement is legally binding, and that the consummation of the transactions contemplated herein shall be subject only to the conditions expressly set forth in this Letter Agreement.

        The parties hereto hereby agree as follows:

1.    Purchase and Sale. Subject to the terms and conditions of this Letter Agreement, at the Closing Seller shall cause certain of its direct and indirect subsidiaries to sell and transfer to Buyer, and Buyer shall purchase from such subsidiaries of Seller, all of the capital stock (the "Stock") of Fonovisa S.A. de C.V., a Mexican Corporation, Fonovisa de Centroamerica S.A., a Costa Rican Corporation, Fonovisa Inc., a Delaware Corporation, and America Musical S.A., a Mexican Corporation (each a "Company" and collectively, the "Companies").

2.    Purchase Price; Allocation.

        (a)  The aggregate purchase price for the Stock (the "Purchase Price") shall be 6,000,000 shares of Buyer's Class A Common Stock (the "Class A Shares") and 100,000 warrants to purchase Class A Common Stock on the terms set forth in the form of warrant attached hereto as Exhibit A (the "Warrants").

        (b)  Ninety percent (90%) of the Class A Shares and of the Warrants shall be allocated to the stock of Fonovisa, Inc.and the remainder shall be allocated to the stock of the other Companies proportionately, based upon their relative revenues.

3.    Closing.

        (a)  Subject to the satisfaction or waiver of the conditions set forth in Section 4 hereof, the closing of the purchase and sale of the Stock (the "Closing") shall occur at the offices of Buyer's counsel at 1999 Avenue of the Stars, Suite 700, Los Angeles, California on the tenth (10th) business day following the satisfaction of the condition set forth in Section 4(a)(i), or at such other time and place as the parties mutually agree in writing (the date on which the Closing shall occur, the "Closing Date").

        (b)  At the Closing, Seller shall cause its subsidiaries to sell, assign and transfer to Buyer, and Buyer shall purchase from such subsidiaries of Seller, all of such subsidiaries' right, title and interest in and to the Stock, and Buyer shall issue to Seller (or such wholly-owned subsidiaries of Seller as it shall designate) one or more certificates representing the Class A Shares and the Warrants.

4.    Closing Conditions.

        (a)  Conditions to Obligations of Each Party. The respective obligation of each party to effect the Closing shall be subject to:

        (i)    the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act"), having expired or having been terminated; and

        (ii)    no injunction shall be in effect preventing the Transaction and no legal proceeding shall be pending opposing the Transaction, which in the reasonable judgment of a party would expose it to material liability if the Transaction were consummated.

        (b)  Conditions to Obligations of Buyer. The obligation of Buyer to effect the Closing shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions:

        (i)    the representations and warranties of Seller contained in the Long-form Agreement (as defined below) shall be true and correct as of the Closing Date, except to the extent that the failure of such representations and warranties to be true and correct would not be reasonably expected to have, in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Companies, taken as a whole (a "Seller Material Adverse Effect"); provided that a Seller Material Adverse Effect shall exclude any adverse effect arising out of or relating to (A) any change in law, rule or regulation or generally accepted accounting principles or interpretation thereof; (B) the pendency or announcement of the execution of this Letter Agreement or the Transaction; (C) changes in general economic or political conditions; or (D) changes in the music industry generally;

        (ii)    there shall not have been a Seller Material Adverse Effect since the date of this Letter Agreement;

        (iii)    Seller shall have performed in all material respects all of its obligations provided for in the Long-form Agreement on or prior to the Closing Date;

        (iv)    Seller shall have entered into a three year customary covenant not to compete, including no solicitations of employees of the Companies (other than Guillermo Santiso) or of the other record operations of Buyer;

        (v)    at the Closing the Companies and their subsidiaries will have working capital computed in accordance with U.S. GAAP, but excluding cash, current and deferred taxes and deferred revenue, of at least US $42 million;

        (vi)    at the Closing the Companies will have cash in an aggregate amount equal to the deferred revenues of the Companies on the Closing Date; and

        (vii)    there shall be no payola or similar investigation or proceeding pending or threatened against any Company.

        (c)  Conditions to Obligations of Seller. The obligation of Seller to effect the Closing shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions:

        (i)    the representations and warranties of Buyer contained in the Long-form Agreement shall be true and correct as of the Closing Date, except to the extent the failure of such representations and warranties to be true and correct would not be reasonably expected to have a material adverse effect on Buyer's ability to perform its obligations hereunder;

        (ii)    Buyer shall have performed in all material respects all of its obligations contemplated in the Long-form Agreement on or prior to the Closing Date; and

        (iii)    there shall not have been since the date of this Letter Agreement, a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of Buyer and its subsidiaries taken as a whole (a "Buyer Material Adverse Effect"); provided that a Buyer Material Adverse Effect shall exclude any adverse effect arising out of or relating to (A) any change in law, rule or regulation or generally accepted accounting principles or interpretation thereof; (B) the pendency or announcement of the execution of this Letter Agreement or the Transaction; (C) changes in general economic or political conditions; or (D) changes in the music and television industry generally.

5.    Long-form Agreement. The parties shall use their commercially reasonable efforts promptly to negotiate and to enter into a Long-form agreement (the "Long-form Agreement") incorporating the terms and conditions set forth herein. Notwithstanding the foregoing, the parties expressly acknowledge and agree that this Letter Agreement shall constitute a binding agreement between them subject only to the conditions set forth herein and others customary for transactions of this type. If such Long-form Agreement is not executed and delivered on or prior to January 15, 2002, then (a) this Letter Agreement shall constitute such Long-form Agreement, (b) the parties shall promptly proceed to the Closing and to consummate the transactions contemplated hereunder and the obligations of the parties shall be governed by this Letter Agreement, and (c) all references herein to the Long-form Agreement shall be deemed references to this Letter Agreement. This Letter Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter, except to the extent otherwise provided herein.

6.    Representations and Warranties.

        (a)  Seller. Subject to matters pertaining to the Companies of which either Andrew Hobson or Douglas Kranwinkle has actual knowledge, Seller makes the following representations and warranties in such form as is customary for similar music company transactions:

        (i)    organization, qualification, capitalization, authorization, enforceability and lack of conflicts or acceleration;

        (ii)    all personal property in good operating condition, reasonable wear and tear excepted;

        (iii)    good and marketable title to all personal property without encumbrances;

        (iv)    no ownership of real property; leases in full force and effect;

        (v)    environmental matters;

        (vi)    inventory saleable in the ordinary course of business subject to ordinary course obsolescence;

        (vii)    on the Closing Date, the Companies shall have no liabilities, other than current liabilities included in the calculation of working capital pursuant to Section 4(b)(v) and executory obligations under the contracts to which one or more of the Companies is a party as of the Closing Date;

        (viii)    employment matters, including that Companies have no employment contracts except as shown on Exhibit B (which sets forth names, terms, compensations, and other benefits);

        (ix)    Seller reasonably believes that the combined EBITDA of the Companies and their subsidiaries for the year ended December 31, 2001 will be at least US $10.3 million; EBITDA shall be calculated in same manner as financial statements previously delivered to Buyer;

        (x)    no union contracts;

        (xi)    no employee benefit plans except for those listed on Exhibit C; full compliance with ERISA; plans can be terminated without liability; and no multi-employer plans;

        (xii)    copyright and trademark representation re: ownership, exclusive right to use; no infringement of others;

        (xiii)    all taxes (income, sales, employees, withholding, etc.) owed for periods prior to Closing have been or will be paid by Seller; all tax returns due prior to Closing have been or will be filed;

        (xiv)    Exhibit D lists the top 25 artist contracts or artists subject to license arrangements or for whom the Companies have catalogue rights (by revenue in the United States for the period from January 1, 2001 through November 30, 2001) including (A) whether contract is in its initial or an option period, (B) number of option periods still available and length of each period, (C) number of long playing records delivered to date, (D) number of long playing records remaining and (E) status of next-to-be-delivered long playing record;

        (xv)    with respect to the top ten artists covered by the artist contracts or license arrangements referred to in clause (xiv), there are at least two long playing records (including compilation or concept albums) remaining under seven of the contracts or license arrangements. With respect to the other 13 artists covered by artist contracts or license arrangements referred to in clause (xiv), there are at least two long playing records (including compilation or concept albums) available under 10 of the contracts and those that have less than two represented less than 5% of US revenues of the Companies in 2000 and 2001 to date;

        (xvi)    no written or oral indication from any of the top 25 artists (i.e. those subject to the top 25 artist contracts) whose contract expires in one year or less from the date hereof or who is obligated to deliver to one of the Companies less than two long playing records (or their representatives) that he/she does not intend to renegotiate his or her contract upon termination or intends to negotiate in a manner that would be materially less favorable to the Companies;

        (xvii)    no advances made under any artist contract can be recouped by virtue of payments made other than by or on behalf of the Companies;

        (xviii)    no payola liability or investigation or other proceeding pending or threatened against any Company;

        (xix)    the Companies own or control all right, title and interest in each recording and composition it has made or acquired, it being understood and agreed that none of the Companies own the "masters" in respect of long playing records by artists subject to license; catalogues to be furnished to Buyer and represented;

        (xx)    combined and combining financial statements of the Companies and their subsidiaries for the past three years and the nine month periods in 2000 and 2001;

        (xxi)    no Seller Material Adverse Effect since September 30, 2001;

        (xxii)    material contacts; none contain change of control language other than that of Marco Antonio Solis;

        (xxiii)    compliance with law;

        (xxiv)    no subsidiaries other than Fonomusic Inc., Fonovisa Argentina, S.A. and Fonohits Music, Inc.; no joint ventures or investment in other entities; all recording and music publishing, administration, and distribution business of Seller and its affiliates, other than Editura San Angel, are conducted by the Companies; Fonovisa LLC does not conduct any business and is only a holding company;

        (xxv)    no intercompany agreements or liabilities between the Companies and Seller or its affiliates (other than the Companies) that will continue in effect after the Closing Date;

        (xxvi)    no registration of the Stock required;

        (xxvii)    investment intent and accredited investor;

        (xxviii)    insurance; and

        (xxix)    no brokers or finders, other than Allen & Co.

        (b)  Buyer. Buyer makes the following representations and warranties in such form as is customary for similar music company transactions:

        (i)    organization, qualification, capitalization, authorization, enforceability and lack of conflicts;

        (ii)    Class A Shares to be duly authorized, validly issued and fully-paid and non-assessable and subject to the Registration Rights Agreement between Buyer, Seller and other parties dated as of October 2, 1996;

        (iii)    public documents duly filed; no material misstatements or omissions;

        (iv)    financial statements in public documents;

        (v)    no Buyer Material Adverse Effect since September 30, 2001;

        (vi)    listing of Class A Shares on New York Stock Exchange; and

        (vii)    no brokers or finders, other than UBS Warburg.

        (c)  Inclusion in Long-form Agreement. The Long-form Agreement shall contain the representations and warranties from Seller and Buyer referred to above and others that are customary in a transaction of this type and size and will be negotiated in good faith (each of which representations and warranties shall be subject to customary materiality and other customary exceptions). Seller and Buyer acknowledge and agree that if the Long-form Agreement is not executed, this Letter Agreement shall be deemed to contain the representations and warranties from the respective parties referred to above in such form as is customary for similar music company transactions, each of which shall be deemed to be subject to materiality and other customary exceptions.

7.    Pre-Closing Filing.

        HSR.    As promptly as practicable and no later than January 11, 2002, Seller and Buyer shall complete any filing that may be required pursuant to the HSR Act. Seller and Buyer shall diligently take, or fully cooperate in the taking of, all necessary and proper steps, and provide any additional information reasonably requested in order to comply with, the requirements of the HSR Act.

8.    Covenants.

        (a)  Affirmative and Negative Covenants. Seller agrees that from the date hereof through the earlier of the Closing or the termination of this Letter Agreement, unless otherwise agreed to by Buyer in writing (such agreement not to be unreasonably withheld or delayed), Seller shall cause the Companies:

        (i)    to be operated in the ordinary course of business consistent with past practice. In furtherance of the foregoing, no Company shall enter into any contractual commitment (including license agreements) involving payments in excess of US $200,000 individually or US $1,000,000 collectively, or amend any existing contract involving payments or receipts of more than $200,000; provided that the Companies shall be permitted to enter into an artist contract with Rogilio Martinez that replaces his license arrangements, the initial consideration for which shall not exceed $500,000;

        (ii)    to use good faith efforts to maintain and preserve their assets and insurance policies; and

        (iii)    not to enter into distribution agreements which cannot be terminated by the Companies without penalty on 180 days notice or less.

        (b)  Access to Information. Seller will afford Buyer and its advisors reasonable access during business hours to the offices, properties, other facilities, books and records relating to the business of the Companies and to those officers, employees, agents, accountants, counsel and representatives of Seller and the Companies who have knowledge relating to its business..

        (c)  Cooperation. Buyer and Seller will cooperate with each other to the fullest extent in preparing the Long-form Agreement and any related agreements and other necessary documentation as soon as

possible, obtaining all necessary consents from third parties and complying with all regulatory requirements.

        (d)  Confidentiality. Except as required by law, neither party will disclose the contents of this letter or the fact that discussions are taking place or have taken place concerning the Transaction, or any of the terms, conditions or other facts with respect to the Transaction to any individual or entity, other than such party's employees, parent company and majority-owned subsidiaries, agents and representatives (such as attorneys, accountants or consultants) who both have (i) a need to know; and (ii) who expressly agree to abide by these nondisclosure restrictions; provided that the receiving party will remain primarily liable for breach by any such person or entity. In addition, each party shall (and shall cause its representatives to) keep confidential any information provided to it by the other party in connection with the Transactions. The obligations set forth in the immediately preceding sentence shall survive the termination of this Letter Agreement.

9.    Indemnification.

        (a)  Indemnification by Seller. From and after the Closing Date, Seller shall indemnify Buyer from and against all losses incurred by Buyer resulting from (i) any misrepresentation or breach of the representations and warranties of Seller contained herein; and (ii) any breach by Seller of any covenants of Seller contained herein. Seller shall not be liable to Buyer in respect of any indemnification under clause (i) (other than indemnification with respect to breaches of clause (vii) of Section 6(a) for which Seller shall be liable from the first dollar) except to the extent that the aggregate amount of losses of Buyer exceeds five million dollars (US$5,000,000), in which case Seller shall be liable for all such losses in excess thereof. The maximum aggregate liability of Seller to Buyer and any third parties for any and all losses shall not exceed an amount equal to two hundred million dollars (US$200,000,000) (the "Cap"). No claim for indemnification may be made hereunder by Buyer at any time after such date that is twenty-four (24) months after the date of the Closing; provided that claims for breaches relating to taxes and environmental matters may be made at any time up to the expiration of the relevant statute of limitations for taxes and five years for environmental. The Long-form Agreement will contain a separate customary provision relating to tax indemnities and the procedures relating thereto. Notwithstanding any other provision of this Letter Agreement herein or in the Long-form Agreement to the contrary, Buyer acknowledges and agrees that the (i) the indemnification provisions set forth herein shall be the sole and exclusive remedy available to Buyer for any breach by Seller of this Letter Agreement or the Long-form Agreement, and (ii) maximum aggregate liability of Seller shall not exceed the Cap, regardless of whether Buyer seeks indemnification pursuant to this Letter Agreement or otherwise the regardless of the form of action, whether in contract or tort.

        (b)  Indemnification by Buyer. From and after the Closing Date, Buyer shall indemnify Seller from and against all losses incurred by Seller resulting from: (i) any misrepresentation or breach of the representations and warranties of Buyer contained herein; or (ii) any breach by Buyer of any covenants of Buyer contained herein. Buyer shall not be liable to Seller in respect of any indemnification under clause (i) except to the extent that the aggregate amount of losses of Seller exceeds five million dollars (US$5,000,000), in which case Buyer shall be liable for all such losses in excess thereof. The maximum aggregate liability of Buyer to Seller and any third parties for any and all losses shall not exceed an amount equal to two hundred million dollars (US$200,000,000). No claim for indemnification may be made hereunder by Seller at any time after such date that is twenty-four (24) months after the date of the Closing.

10.  Transaction Expenses. Buyer and Seller will each bear their own expenses incurred in connection with the negotiation and preparation of this Letter Agreement, the Long-form Agreement and the related documents and the consummation of the transactions contemplated hereby.

11.  Exclusive Dealing. During the period from the date hereof until the earlier to occur of the termination of this Letter Agreement or the execution of the Long-form Agreement (i) Seller will not, and will cause its officers, directors and agents (collectively, "Representatives") not to, directly or indirectly participate in any negotiations or solicit, knowingly initiate, accept or knowingly encourage

submission of inquiries, proposals or offers from any potential buyer relating to the disposition of the underlying assets (or any material part thereof) or of the stock of any of the Companies with any entity other than Buyer or its affiliates and (ii) neither Buyer nor Seller shall enter into any agreement or take any action that by its terms or effect could reasonably be expected to have a material adverse effect on the ability of the parties hereto to consummate the Acquisition. Seller will promptly notify Buyer of any unsolicited inquiry, proposal or offer from any potential buyer of which Seller or its Representatives have knowledge relating to the stock of the stock of any of the Companies or the underlying assets (or any material part thereof) of the stock of any of the Companies and will refrain from engaging in negotiations or providing any information in response to such inquiry, proposal or offer.

12.  Public Announcements. Buyer and Seller will consult with each other before issuing any press release or otherwise making any public statements with respect to the transactions contemplated hereby and will not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or by obligations pursuant to any listing agreement with any national securities exchange.

13.  Termination.

        (a)  The parties' obligations under this Letter Agreement may be terminated prior to the Closing as follows:

        (i)    by the mutual agreement of the parties; or

        (ii)    by Buyer, upon a breach of any representation, warranty covenant or agreement of Seller set forth in this Letter Agreement, in either case such that the conditions set forth in Section 4(b) would not be satisfied as a result of such breach; provided, that such breach has not been cured by Seller within ten (10) business days after Seller receives written notice of such breach from Buyer;

        (iii)    by Seller, upon breach of any representation, warranty covenant or agreement of Buyer set forth in this Letter Agreement, in either case such that the conditions set forth in Section 4(c) would not be satisfied as a result of such breach; provided, that such breach has not been cured by Buyer within ten (10) business days after Buyer receives written notice of such breach from Seller; or

        (iv)    by either party on or after June 18, 2002 if the Closing has not occurred by that date.

        (b)  In the event of the termination of this Letter Agreement pursuant to Section 13(a), this Letter Agreement shall forthwith become void, there shall be no liability on the part of Buyer or Seller and all rights and obligations of any party hereto (other than the confidentiality obligations set forth in the second sentence of Section 8(d)) shall cease, except that nothing herein shall relieve any party for any willful breach of this Letter Agreement.

14.  Amendment. Any amendment, supplement, modification or waiver of or to any provision of this Letter Agreement will be effective only if it is made in writing signed by Buyer and Seller and only in the specific instance and for the specific purpose for which made or given.

15.  Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered or certified

mail to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the parties hereto:

(a)	If to Buyer:
	Univision Communications Inc. 1999 Avenue of the Stars, Suite 3050 Los Angeles, California 90067 Attention: C. Douglas Kranwinkle Telecopier No: (310) 556-3568 With a copy to: O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, CA 90067 Attention: Kendall R. Bishop Telecopier No: (310) 246-6779
(b)	If to Seller:
	Grupo Televisa, S.A. Av. Vasco de Quiroga No. 2000 Edificio A, Piso 4, Colonia Santa Fe 01210, Mexico, DF Attention: Alfonso de Angoitia Telecopier No: 011-52-55-5-261-2451 With a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joseph Stern Telecopier: (212) 859-8586

16.    Counterparts This Letter may be executed in two or more counterparts, each of which will be deemed to be an original but all of which will constitute one and the same agreement.

17.    Governing Law. This Letter Agreement is, and the Long-form Agreement will be, governed by the construed in accordance with the laws of the State of California, without giving effect to the conflicts of law principles thereof.

[The remainder of this page intentionally left blank.]

* * * * * * *

If the foregoing is set forth over mutual agreement and understanding, please execute below.

Very truly yours,
UNIVISION COMMUNICATIONS INC.
BY:	/s/  C. DOUGLAS KRANWINKLE EVP

ACCEPTED, AGREED TO AND ACKNOWLEDGED
This 19th day of December, 2001

GRUPO TELEVISA S.A.
By:	/s/ JORGE LUTTEROTH	/s/ MA. AZUCENA DOMINGUEZ	/s/ JUAN MIJARES
Name:	Jorge Lutteroth	Ma. Azucena Dominguez	Juan Mijares
Title:	Attorney in Fact	Attorney in Fact	Attorney in Fact

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Exhibit 10.41

EX-10.42

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Exhibit 10.42

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

January 11, 2002

CONFIDENTIAL

Grupo Televisa S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico

Re: Acquisition of Fonovisa Music Group

Gentlemen:

        We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001, pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies. In connection therewith, the parties hereby agree to extend the date of completion of the HSR Act filing set forth in Section 7 of the Letter Agreement from January 11, 2002 to January 21, 2002 and to extend the date for execution and delivery of the Long-form Agreement set forth in Section 5 of the Letter Agreement from January 15, 2002 to January 28, 2002. Except as amended hereby, the Letter Agreement remains in full force and effect in accordance with its terms.

        You acknowledge that our representatives have assisted your representatives in preparing the disclosure schedules related to the Letter Agreement. You further agree and acknowledge that the preparation of such disclosure schedules and the information included thereon or omitted thereform are your sole responsibility.

        If the foregoing sets forth over mutual agreement and understanding, please execute below.

Very truly yours,
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
Name:	C. Douglas Kranwinkle
Title:	Executive Vice President

ACCEPTED, AGREED TO AND ACKNOWLEDGED
This _____ day of January, 2002

GRUPO TELEVISA S.A.

/s/  JORGE LUTTEROTH ECHEGOYEN Jorge Lutteroth Echegoyen
Attorney in Fact

/s/  RAFAEL CARABIAS PRINCIPE Rafael Carabias Principe
Attorney in Fact

/s/  JUAN MIJARES ORTEGA Juan Mijares Ortega
Attorney in Fact

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Exhibit 10.42

EX-10.43

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Exhibit 10.43

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

January 28, 2002

CONFIDENTIAL

Grupo Televisa S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico

Re: Acquisition of Fonovisa Music Group

Gentlemen:

        We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001, pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies, and to the letter dated January 11, 2002, in which we agreed to extend the date for execution and delivery of the Long-form Agreement set forth in Section 5 of the Letter Agreement (the "Long-form Agreement") from January 15, 2002 to January 28, 2002. In connection therewith, the parties hereby agree to extend the date for execution and delivery of the Long-form Agreement from January 28, 2002 to February 8, 2002. Except as amended hereby, the Letter Agreement remains in full force and effect in accordance with its terms.

        You acknowledge that our representatives have assisted your representatives in preparing the disclosure schedules related to the Letter Agreement. You further agree and acknowledge that the preparation of such disclosure schedules and the information included thereon or omitted thereform are your sole responsibility.

        If the foregoing sets forth over mutual agreement and understanding, please execute below.

Very truly yours,
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
Name:	C. Douglas Kranwinkle
Title:	Executive Vice President

ACCEPTED, AGREED TO AND ACKNOWLEDGED
This 28^th day of January, 2002

GRUPO TELEVISA S.A.
By:	/s/  MA. AZUCENA DOMINGUEZ COBIAN	By:	/s/  JORGE LUTTEROTH ECHEGOYEN
Name:	Ma. Azucena Dominguez Cobian	Name:	Jorge Lutteroth Echegoyen
Title:	Attorney in Fact	Title:	Attorney in Fact

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Exhibit 10.43

EX-10.44

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Exhibit 10.44

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

February 27, 2002

CONFIDENTIAL

Grupo Televisa S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico

Re: Acquisition of Fonovisa Music Group

Gentlemen:

        We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001 (as amended), pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies. In connection therewith, the parties hereby agree as follows:

        (1)  To extend the date for execution and delivery of the Long-form Agreement set forth in Section 5 of the Letter Agreement from February 8, 2002 to March 8, 2002.

        (2)  To extend the date of the Closing to the tenth (10^th) business day following the satisfaction of the conditions set forth in Section 4 of the Letter Agreement.

Except as amended hereby, the Letter Agreement remains in full force and effect in accordance with its terms.

        You acknowledge that our representatives have assisted your representatives in preparing the disclosure schedules related to the Letter Agreement. You further agree and acknowledge that the preparation of such disclosure schedules and the information included thereon or omitted thereform are your sole responsibility.

        If the foregoing sets forth over mutual agreement and understanding, please execute below.

Very truly yours,
UNIVISION COMMUNICATIONS INC.
By:	/s/  ANDREW W. HOBSON
Name:	Andrew W. Hobson
Title:	Executive Vice President

ACCEPTED, AGREED TO AND ACKNOWLEDGED
This 27^th day of February, 2002

GRUPO TELEVISA S.A.
By:	/s/  JORGE LUTTEROTH ECHEGOYEN	By:	/s/ MA. AZUCENA DOMINGUEZ COBIAN
Name:	Jorge Lutteroth Echegoyen	Name:	Ma. Azucena Dominguez Cobian
Title:	Attorney in Fact	Title:	Attorney in Fact
By:	/s/  JUAN S. MIJARES ORTEGA
Name:	Juan S. Mijares Ortega
Title:	Attorney in Fact

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Exhibit 10.44

EX-10.45

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Exhibit 10.45

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

March 7, 2002

CONFIDENTIAL

Grupo Televisa S.A.
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico
Attention: Mr. Jaime Davila

Re: Acquisition of Fonovisa Music Group

Gentlemen:

        We refer to the letter agreement (the "Letter Agreement") dated December 19, 2001 (as amended), pursuant to which we have agreed to purchase and you have agreed to sell the Fonovisa group of companies. In connection therewith, the parties hereby agree as follows:

        (1)  To extend the date for execution and delivery of the Long-form Agreement set forth in Section 5 of the Letter Agreement from March 8, 2002 to March 22, 2002.

        (2)  To extend the date of the Closing to the tenth (10^th) business day following the satisfaction of the conditions set forth in Section 4 of the Letter Agreement.

        Except as amended hereby, the Letter Agreement remains in full force and effect in accordance with its terms.

        You acknowledge that our representatives have assisted your representatives in preparing the disclosure schedules related to the Letter Agreement. You further agree and acknowledge that the preparation of such disclosure schedules and the information included thereon or omitted thereform are your sole responsibility.

        If the foregoing sets forth over mutual agreement and understanding, please execute below.

Very truly yours,
UNIVISION COMMUNICATIONS INC.
By:	/s/  C. DOUGLAS KRANWINKLE
Name:	C. Douglas Kranwinkle
Title:	Executive Vice President and General Counsel

ACCEPTED, AGREED TO AND ACKNOWLEDGED
This 7^th day of March, 2002

GRUPO TELEVISA S.A.
By:	/s/  JUAN MIJARES ORTEGA	By:	/s/  RAFAEL CARABIAS PRINCIPE
Name:	Juan Mijares Ortega	Name:	Rafael Carabias Principe
Title:	Legal Representative	Title:	Legal Representative

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Exhibit 10.45

EX-21.1

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Exhibit 21.1

Univision Subsidiaries

Name	Jurisdiction of Incorporation or Organization
Ask Jeeves en Espanol LLC	Delaware (joint venture—50% ownership)
Ask Jeeves en Espanol, Inc.	Delaware (joint venture—50% ownership)
Atlanta Station LLC	Delaware
Disa LLC	Delaware
Galavision, Inc.	Delaware
Golden Boy Online, LLC	California
Hollywood, Florida Station LLC	Delaware
Houston Station LLC	Delaware
HPN Numbers, Inc.	Delaware
Illinois Station LLC	Delaware
Massachusetts Station LLC	Delaware
New Jersey Station LLC	Delaware
Notivision S.A. de C.V.	Mexico
Ohio Station LLC	Delaware
PTI Holdings, Inc.	Delaware
Songs of Univision, Inc.	Delaware
Southern California Station LLC	Delaware
Station Works LLC	Delaware
Sunshine Acquisition Corp.	California
Sunshine Acquisition Limited Partnership	California
Tampa Station LLC	Delaware
Telefutura	Delaware
Telefutura Network Inc. (fka TF Corp.)	Delaware
Univision AT Acquisition Corp.	Delaware
Univision Dallas LLC	Delaware (doing business in Texas as UVN Dallas LLC)
Univision Melodies, Inc.	Delaware
Univision Music LLC	Delaware
Univision Music, Inc	Delaware
Univision Network Limited Partnership	Delaware
Univision of Atlanta Inc.	Delaware
Univision of Dallas Inc.	Delaware
Univision of Florida Inc.	Delaware
Univision of Hollywood, Florida Inc.	Delaware
Univision of Houston Inc.	Delaware
Univision of Illinois Inc.	Delaware
Univision of Massachusetts Inc.	Delaware
Univision of Melbourne Inc.	Delaware
Univision of Miami Inc.	Florida
Univision of Miami Productions Inc.	Florida
Univision of New Jersey Inc.	Delaware
Univision of Ohio Inc.	Delaware
Univision of Puerto Rico Inc.	Delaware
Univision of Southern California Inc.	Delaware (doing business in California as KHSC-TV Channel 46)
Univision of Tampa Inc.	Delaware
Univision of Vineland Inc.	Delaware
Univision of Virginia Inc.	Delaware

Univision Online, Inc.	Delaware
Univision Partnership of Atlanta	Delaware
Univision Partnership of Dallas	Delaware
Univision Partnership of Hollywood, Florida	Delaware
Univision Partnership of Houston	Delaware
Univision Partnership of Illinois	Delaware
Univision Partnership of Massachusetts	Delaware
Univision Partnership of New Jersey	Delaware
Univision Partnership of Ohio	Delaware
Univision Partnership of Southern California	Delaware
Univision Partnership of Tampa	Delaware
Univision Partnership of Vineland	Delaware
Univision Songs, Inc.	Delaware
Univision Spanish Media Inc.	Delaware
Univision Sports, LLC	Delaware
Univision Television Group, Inc	Delaware
Univision-EV Holdings, LLC	Delaware
UNLP Mexico, S.A. de C.V.	Mexico
Vineland Station LLC	Delaware
Vision Latina S.A. de C.V.	Mexico
Whitehead Media of California, Inc.	Delaware
Golden Link TV, Inc.	Delaware
KWEX License Partnership, G.P.	California
KUVN License Partnership, G.P.	California
KMEX License Partnership, G.P.	California
KDTV License Partnership, G.P.	California
KFTV License Partnership, G.P.	California
KTVW License Partnership, G.P.	California
KXLN License Partnership, G.P.	California
WGBO License Partnership, G.P.	California
WXTV License Partnership, G.P.	California
WLTV License Partnership, G.P.	California
KUVS License Partnership, G.P.	California
KUVI License Partnership, G.P.	California
Subs formed to hold FCC licenses associated with Equity Broadcasting Stations:
Univision Southwest LLC	Delaware
Univision Partnership of Douglas	Delaware
Univision Partnership of Flagstaff	Delaware
Univision Partnership of Floresville	Delaware
Univision Partnership of Phoenix	Delaware
Univision Partnership of San Antonio	Delaware
Univision Partnership of Tucson	Delaware

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Univision Subsidiaries

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Univision Communications Inc.:

        As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K into the Company's previously filed Registration Statements File Nos. 333-34559, 333-47017, 333-56794 and 333-57712.

ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 25, 2002

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Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

        We hereby consent to the incorporation of our report, relating to the consolidated financial statements of Entravision Communications Corporation, dated February 8, 2002, included in this Form 10-K into of Univision Communications Inc., the previously filed Registration Statements of Univision Communications Inc. on Form S-8 File Nos. 333-34559, 333-47017, 333-56794 and Form S-3 File No. 333-57712.

	/s/  MCGLADREY & PULLEN, LLP
Pasadena, California March 26, 2002

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Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-99.1

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Exhibit 99.1

March 25, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0408

Ladies and Gentlemen:

        This letter is written pursuant to Temporary Note 3T to Article 3 of Regulation S-X. Univision Communications Inc. has received a representation letter from Arthur Andersen LLP ("Andersen") stating that the audit of the balance sheets of Univision Communications Inc. and as of December 31, 2001 and 2000, the related statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001, was subject to Andersen's quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards, that there was appropriate continuity of Andersen personnel working on the audit, availability of national office consultation, and availability of personnel at foreign affiliates of Andersen to conduct the relevant portions of the audit.

Very truly yours,

/s/  GEORGE W. BLANK

Executive Vice President and Chief Financial Officer

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Exhibit 99.1