**NOW**, **THEREFORE**, in consideration of the mutual promises and covenants herein contained, theparties hereto agree as follows:A. **AMENDMENTS TO THE EXISTING IPRA**. The parties agree that as between Univision andTelevisa only (and without any effect on the rights, entitlements and obligations of Venevision),the Existing IPRA is hereby amended, effective as of the date hereof, as follows:1. **Grandfathered Programs**. It is the intent of Univision and Televisa to effectuate areversion to Univision of all of the rights in and to the Grandfathered Programs granted toTelevisa pursuant to the Existing IPRA. In furtherance of the foregoing:1.1 Reversion of Televisa Rights to Grandfathered Programs. Section 1.2(a)of the Existing IPRA is hereby amended and restated in its entirety to read as follows:“On January 1, 2011, all rights in and to Grandfathered Programs granted to Televisapursuant to Section 1.1 shall immediately and automatically (without anyaction by either party) revert to Univision, and Televisa shall have no furtherright to any Grandfathered Program under this Agreement.”1.2 Rights, Licenses and Encumbrances Relating to Grandfathered Programs. Withoutlimiting anything contained in Section A.1.1:(a) *Schedules of Rights, Licenses and Encumbrances*. Televisa represents and warrants that (i)it has provided a true and correct copy of the Grandfathered Program Distribution Agreement, datedas of June 1, 2006, by and between Televisa, S.A. de C.V. and Venevision International, LLC (the“Distribution Agreement”); (ii) it has not entered into any amendment of the Distribution Agreementor otherwise consented to any change to the respective rights of Televisa and Venevision in and tothe Grandfathered Programs in the Remainder Territory; and (iii) Schedule A attached heretosets forth a full and complete list of all licenses and other encumbrances relating to theGrandfathered Programs entered into by Televisa with any third party in the territories for whichthe Grandfathered Program rights are controlled by Televisa.(b) *No Changes, Extensions or Amendments*. Televisa shall not, and shall not have the right orability to, without the prior written consent of Univision, (i) change, or deliver notice toUnivision following the date hereof that would change, its rights in and to the GrandfatheredPrograms as set forth in the Distribution Agreement; or (ii) extend or otherwise amend any of thelicenses or encumbrances set forth in Schedule B.2. **New Programs**. It is the intent of Univision and Televisa to effectuate a reversionto Univision of all of the rights in and to the New Programs granted to Televisa pursuant to theExisting IPRA. In furtherance of the foregoing:2.1 Reversion of Televisa Rights to New Programs. Section 2.2(a) of theExisting IPRA is hereby amended and restated in its entirety to read as follows:
 
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“On January 1, 2011, all rights in and to New Programs granted to Televisa pursuantto Section 2.1 shall immediately and automatically (without any action byeither party) revert to Univision, and Televisa shall have no further right to anyNew Program under this Agreement.”2.2 Clarification Regarding Effect of Televisa Investment. For the avoidance ofdoubt, notwithstanding Section 2.2(a) of the Existing IPRA, Televisa’s investment inBroadcasting Media Partners, Inc. and BMP Services II, LLC pursuant to the Investment Agreementshall not in any way limit the effectiveness of the reversion to Univision of Televisa’s rights toNew Programs pursuant to Section A.2.1.3. **Univision Rights**. As between Univision and Televisa, Section 3 of theExisting IPRA is hereby deemed to be deleted in its entirety, and to have no further force oreffect.4. **Other Networks**. As between Univision and Televisa, Section 4 of theExisting IPRA is hereby deemed to be deleted in its entirety, and to have no further force oreffect.5. **Rights of First Negotiation and Offer**.5.1 Joint Right of First Negotiation. Notwithstanding entering into the Sales AgencyAgreement, the parties acknowledge and agree that, until the date that Venevision’s applicablerights under the Existing IPRA terminate or are waived (but in no event later than December 19,2017), (a) Section 5.1 of the Existing IPRA shall remain in full force and effect; and (b)they shall fully comply with their respective obligations under Section 5.1 of the ExistingIPRA. At such time as Venevision’s rights under Section 5.1 terminate or are waived(which in no event shall be later than December 19, 2017), Section 5.1 of the Existing IPRAshall be deleted in its entirety, and shall have no further force or effect.5.2 Right of First Offer. As between Univision and Televisa, Section 5.2 ofthe Existing IPRA is hereby deemed to be deleted in its entirety, and to have no further force oreffect.6. **Cost Obligations**. As between Univision and Televisa, Section 6 of theExisting IPRA is hereby deemed to be deleted in its entirety, and to have no further force oreffect.7. **Internet**. As between Univision and Televisa, Section 7 of the ExistingIPRA is hereby deemed to be deleted in its entirety, and to have no further force or effect.8. **Representations and Warranties of Univision**. As between Univision and Televisa,Section 9 of the Existing IPRA is hereby deleted in its entirety, and shall have no furtherforce or effect.9. **Indemnification**.9.1 Losses Arising From Venevision Claims. Notwithstanding anything contained inSection 10 of the Existing IPRA, the parties hereby acknowledge and agree that neitherparty shall be required to indemnify or hold harmless the other party or its directors, officers,employees, agents, shareholders, partners or Affiliates (collectively, the “Indemnitees”)against any Losses which any of the Indemnitees may suffer arising out of or relating to anyclaim, proceeding or other action brought by Venevision relating to this Amendment or any ofVenevision’s rights, entitlements or obligations under the Existing IPRA.
 
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9.2 Losses Prior to the Televisa Closing. The parties acknowledge and agree thatneither party shall be required to indemnify or hold harmless the Indemnitees of the other partyagainst any Losses incurred or suffered, or relating to events or inaccuracies occurring, prior tothe Televisa Closing (it being understood that pursuant to the Mutual Release, the parties havereleased each other of their respective obligations with respect to such Losses, events andinaccuracies).10. **Term**. Section 11 of the Existing IPRA is hereby amended and restated inits entirety to read as follows:“The term of this Agreement (the “Term”) shall be until December 17, 2017.”11. **Miscellaneous**. Except as expressly amended herein, the Existing IPRA shall remainin full force and effect.B. **OTHER TERMS AND CONDITIONS**.1. **Retained Interest**. Without limiting anything contained in this Amendment, to theextent that Televisa retains any right, title or interest in or to any Programs (a “RetainedInterest”) under the Existing IPRA for any reason (notwithstanding Sections A.1.1 andA.2.1 and the parties’ mutual intent that all rights to all Programs shall revert toUnivision immediately and automatically (without any action by either party) on January 1, 2011),Televisa and Univision agree to take all actions necessary to achieve, to the extent possible, theeconomic, business and other purposes of the reversion of the Retained Interest from Televisa toUnivision hereunder. Without limiting the generality of the foregoing, Televisa shall enforce, atthe request of Univision, any rights of Univision arising from such Retained Interest againstVenevision under the Existing IPRA until such time as the parties and Venevision have agreed to theassignment of the Distribution Agreement to Univision or an alternative arrangement with respect tothe division of rights in the Remainder Territory.2. **Efforts**. The parties will use commercially reasonable efforts to obtain anyconsents or waivers (including from Venevision) as necessary to effectuate the terms of thisAgreement or the terms of the Sales Agency Agreement that would take effect on the VenevisionRights Termination Date (as defined therein).3. **Dispute Resolution**. All disputes between Univision and Televisa arising out of orrelating to this Amendment shall be subject, *mutatis mutandis*, to the dispute resolutionprocedures, specific performance, jurisdiction, venue and service of process provisions set forthin Sections 15.2, 15.3, 15.5, and 19.5 of the 2011 PLA.4. **Representations and Warranties**. Each party hereby represents and warrants that itis free to enter into and fully perform this Amendment.
 
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5. **Reference to and Effect on the Existing IPRA; Entire Agreement**. This Amendmentshall pertain only to the matters expressly referred to herein, shall be effective only for thelimited purposes set forth herein, and shall only be effective as between Univision and Televisa(without any effect as to the rights, entitlements and obligations of Venevision under the ExistingIPRA). The Existing IPRA and this Amendment constitute the entire agreement of the parties withrespect to the subject matter hereof, there being no other agreements or understandings, oral,written or otherwise, respecting such subject matter, any such agreement or understanding beingsuperseded hereby.6. **Modification**. This Amendment shall not be modified or waived in whole or in partexcept in writing signed by an officer of the party to be bound by such modification or waiver.7. **Waiver of Breach**. A waiver by one party of any breach or default by the otherparty shall not be construed as a waiver of any other breach or default whether or not similar andwhether or not occurring before or after the subject breach.8. **Notices**. All notices and other communications required or permitted hereundershall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) inperson, (b) by a generally recognized overnight courier service which provides writtenacknowledgment by the addressee of receipt, or (c) by both (i) facsimile and (ii) email or othergenerally accepted means of electronic transmission, addressed as set forth in Schedule Bor to such other addresses as may be specified by like notice to the other parties.9. **Assignments**. Either party may assign its rights hereunder and delegate its dutieshereunder, in whole or in part, to an Affiliate able to perform the assignor’s obligationshereunder, and any party may assign its rights hereunder and delegate its duties hereunder to anyperson or entity to which all or substantially all of such party’s businesses and assets arepledged or transferred. No such assignment or delegation shall relieve any party of itsobligations hereunder. Any such assignment or delegation authorized pursuant to this SectionB.9 shall be pursuant to a written agreement in form and substance reasonably satisfactory tothe parties. Except as otherwise expressly provided herein, neither this Amendment nor any rights,duties or obligations hereunder may be assigned or delegated by any of the parties, in whole or inpart, whether voluntarily, by operation of law or otherwise. Any attempted assignment ordelegation in violation of this prohibition shall be null and void. Subject to the foregoing, allof the terms and provisions hereof shall be binding upon, and inure to the benefit of, thesuccessors and assigns of the parties. Nothing contained herein, express or implied, is intendedto confer on any person other than the parties or their respective successors and permittedassigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment.10. **Governing Law**. This Amendment and the legal relations among the parties shall begoverned by and construed in accordance with the laws of the State of California applicable tocontracts between California parties made and performed in that State, without regard to conflictof laws principles.11. **Further Assurances**. Each party hereto agrees to execute any and all additionaldocuments and do all things and perform all acts necessary or proper to further effectuate orevidence this Amendment including any required filings with the United States CopyrightOffice.
 
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12. **Counterparts**. This Amendment may be executed in counterparts, each of which shallbe an original instrument and all of which, when taken together, shall constitute one and the sameagreement.13. **Severability**. If any provision of this Amendment, or the application thereof,shall for any reason or to any extent be invalid or unenforceable, then the remainder of thisAmendment and application of such provision to other persons or circumstances shall continue infull force and effect and in no way be affected, impaired or invalidated; provided, thatthe aggregate of all such provisions found to be invalid or unenforceable does not materiallyaffect the benefits and obligations of the parties of the Amendment taken as a whole.14. **Headings**. The subject headings of the sections and sub-sections of this Amendmentare included for purposes of convenience only, and shall not affect the construction orinterpretation of any of the terms and conditions of this Amendment.[*Signature page follows*]
 
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**IN WITNESS WHEREOF**, the parties have executed this Amendment as of the day and year firstabove written.         UNIVISION COMMUNICATIONS INC.           By: /s/ Andrew W. Hobson           Title: Senior Executive Vice President                  GRUPO TELEVISA, S.A.B.           By: /s/ Salvi Rafael Folch Viadero           Title: Attorney-in-Fact                  By: /s/ Joaquín Balcárcel Santa Cruz           Title: Attorney-in-Fact         
 
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**SCHEDULE A****GRANDFATHERED PROGRAMS LICENSES AND ENCUMBRANCES**Televisa entered into the following, currently in force as of the date hereof, license agreementsrelating to the Grandfathered Programs with third parties in the territories for which theGrandfathered Program rights are controlled by Televisa as set forth in Schedule A.               **Grandfathered**    **Licensee** **Territory(ies)** **Program(s)** **Term**1 Red Uno de Bolivia,S.A. Bolivia (a) Sábado Gigante; (b)Cristina; and (c) PrimerImpacto From January 1,2010 to December31, 2011         2 TelevisiónEcuatorianaTelerama, S.A. Ecuador Sábado Gigante From July 1, 2010to June 30, 2011         3 TelecorporaciónSalvadoreña, Inc. El Salvador (a) Aquí y Ahora; (b) CristinaEdición Especial; (c)Noticiero Univision; (d)Noticiero Univision ÚltimaHora; (e) Noticiero UnivisionFin de Semana; (f) PrimerImpacto; (g) Primer ImpactoFin de Semana; and (h) SábadoGigante From June1, 2010 toMay 31, 2013         4 TelecorporaciónSalvadoreña, Inc. El Salvador Primer Impacto Extra From September 13,2010 to May 31,2013         5 Compañía TelevisoraHondureña, S.A. Honduras (a) Aquí y Ahora; (b) CristinaEdición Especial; (c)Noticiero Univision; (d)Noticiero Univision Fin deSemana; (e) NoticieroUnivision Última Hora;(f) Primer Impacto; (g) PrimerImpacto Fin de Semana; (h)Primer Impacto Extra; and (i)Sábado Gigante From June 1, 2010to May 31, 2011
 
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               **Grandfathered**    **Licensee** **Territory(ies)** **Program(s)** **Term**6 Las Arenas Canal 9Canarias, S.L. Canary Islands Cristina From May 15, 2008to December 15,2010         7 CME Programming BV Rumania and Moldavia Cristina (“Cuidado Con El