<PAGE>


                                                                    EXHIBIT 10.4

                                                                  EXECUTION COPY


                    AMENDED AND RESTATED SECURITY AGREEMENT (together with any
               instruments executed and delivered pursuant to Section 7.15, the
               "Agreement" or the "Security Agreement") dated as of August 12,
               1998, as amended and restated as of June 1, 2001 among TELEMUNDO
               GROUP, INC., a Delaware corporation (the "Borrower"), TELEMUNDO
               HOLDINGS, INC., a Delaware corporation of which the Borrower is a
               wholly owned subsidiary ("Holdings"), each Subsidiary listed on
               Schedule I (the "Subsidiary Guarantors" and, together with
               Holdings, the "Guarantors"; the Guarantors and the Borrower are
               referred to collectively herein as the "Grantors") and CREDIT
               SUISSE FIRST BOSTON, a bank organized under the laws of
               Switzerland, acting through its New York Branch ("CSFB"), as
               collateral agent (in such capacity, the "Collateral Agent") for
               the Secured Parties (as defined herein).

     Reference is made to (a) the Credit Agreement dated as of August 4, 1998,
as amended and restated in the form of the Amended and Restated Credit Agreement
as of June 1, 2001 (as amended , supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, Holdings, the lenders from
time to time party thereto (the "Lenders") and CSFB, as administrative agent (in
such capacity, the "Administrative Agent"), Collateral Agent, and issuing bank
(in such capacity, the "Issuing Bank") and (b) the Subsidiary Guarantee
Agreement dated as of August 12, 1998, as amended and restated in the form of
the Amended and Restated Subsidiary Guarantee Agreement as of June 1, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Subsidiary
Guarantee Agreement"), among the Subsidiary Guarantors and the Collateral Agent.

     The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank
has agreed to issue Letters of Credit for the account of the Borrower pursuant
to, and upon the terms and subject to the conditions specified in, the Credit
Agreement.  Each of the Guarantors has agreed to guarantee, among other things,
all the obligations of the Borrower under the Credit Agreement.  The obligations
of the Lenders to make such Loans and of the Issuing Bank to issue such Letters
of Credit are conditioned upon, among other things, the execution and delivery
by the Grantors of an agreement in the form hereof to secure the Obligations.

     In connection with the amendment and restatement of the Credit Agreement,
the parties hereto desire to amend and restate, in the form of this Agreement,
the Security Agreement dated as February 12, 1998, among the Grantors party
thereto and the Collateral Agent.

     Accordingly, the Grantors and the Collateral Agent, on behalf of itself and
each Secured Party (and each of their respective successors or assigns), hereby
agree as follows:


                                   ARTICLE I

                                  Definitions

     SECTION 1.01. Definition of Terms Used Herein. (a)  Unless the context
otherwise requires, all capitalized terms used herein but not defined herein
shall have the meanings set forth
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                                                                               2


in the Credit Agreement and all references to the Uniform Commercial Code shall
mean the Uniform Commercial Code in effect in the State of New York as of the
date hereof.


     (b)  As used herein, the following terms shall have the following meanings:

     "Account Debtor" shall mean any person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.

     "Accounts" shall mean any and all right, title and interest of any Grantor
to payment for goods and services sold or leased, including any such right
evidenced by chattel paper, whether due or to become due, whether or not it has
been earned by performance, and whether now or hereafter acquired or arising in
the future, including payments due from Affiliates of the Grantors.

     "Account Rights" shall mean all Accounts and all right, title and interest
in any returned goods, together with all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary, in each case whether now existing or
owned or hereafter arising or acquired.

     "Collateral" shall mean all (a) Account Rights, (b) Deposit Accounts, (c)
Documents, (d) Equipment, (e) General Intangibles, (f) Inventory, (g) cash and
cash accounts, (h) Instruments, (i) Intellectual Property, (j) Investment
Property and (k) Proceeds.

     "Commodity Account" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried for a Commodity Customer.

     "Commodity Contract" shall mean a commodity futures contract, an option on
a commodity futures contract, a commodity option or any other contract that, in
each case, is (a) traded on or subject to the rules of a board of trade that has
been designated as a contract market for such a contract pursuant to the federal
commodities laws or (b) traded on a foreign commodity board of trade, exchange
or market, and is carried on the books of a Commodity Intermediary for a
Commodity Customer.

     "Commodity Customer" shall mean a person for whom a Commodity Intermediary
carries a Commodity Contract on its books.

     "Commodity Intermediary" shall mean (a) a person who is registered as a
futures commission merchant under the federal commodities laws or (b) a person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.

     "Copyright License"  shall mean any written agreement, now or hereafter in
effect,
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                                                                               3

granting any right to any Grantor under any Copyright now or hereafter owned by
any third party, and all rights of such Grantor under any such agreement.

     "Copyrights" shall mean all of the following now owned or hereafter
acquired by any Grantor:  (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office,
including those listed on Schedule II.

     "Credit Agreement" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

     "Deposit Account" shall mean a demand, time, savings, passbook, checking or
similar account maintained with a bank.

     "Documents" shall mean all instruments, certificates representing shares of
capital securities, files, records, ledger sheets and documents covering or
relating to any of the Collateral.

     "Entitlement Holder" shall mean a person identified in the records of a
Securities Intermediary as the person having a Security Entitlement against the
Securities Intermediary.  If a person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such person is the
Entitlement Holder.

     "Equipment" shall mean all equipment, furniture and furnishings and all
tangible personal property similar to any of the foregoing, including tools,
parts and supplies of every kind and description, and all improvements,
accessions or appurtenances thereto, that are now or hereafter owned by any
Grantor.  The term Equipment shall include Fixtures.

     "Excluded Assets" shall mean, collectively, (a)  FCC Licenses and other
permits and licenses issued by any governmental authority, but only if and to
the extent that, and only for as long as, the grant of a security interest
therein is prohibited (notwithstanding the intention of the holder to grant such
security interest to the fullest extent lawful) under applicable law and (b) any
lease, any intellectual property license agreement under which any Grantor is
the licensee, and any other agreement under which any Grantor is entitled to the
performance of any obligation other than the payment of money, to the extent
that, and so long as, the grant by such Grantor of a security interest pursuant
to this Agreement in its right, title and interest therein (i) is prohibited by
the terms of such lease, license agreement or other agreement without the
consent of any other party thereto (other than Holdings or the Borrower or any
of the Subsidiaries), (ii) would give any other party (other than Holdings or
the Borrower or any of the Subsidiaries) to such lease, license agreement or
other agreement the right to terminate its obligations thereunder, or (iii) is
permitted only upon obtaining consents from the other parties thereto (other
than Holdings or the Borrower or any of the
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                                                                               4

Subsidiaries) which have not been obtained; provided that, for purposes of both
(a) and (b) above, no liability for the payment of money, and no cash proceeds
from any sale or other disposition of any property described above, shall be an
Excluded Asset.

     "Financial Asset" shall mean (a) a Security, (b) an obligation of a person
or a share, participation or other interest in a person or in property or an
enterprise of a person, which is, or is of a type, dealt with in or traded on
financial markets, or which is recognized in any area in which it is issued or
dealt in as a medium for investment or (c) any property that is held by a
Securities Intermediary for another person in a Securities Account if the
Securities Intermediary has expressly agreed with the other person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code.  As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a person's claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.

     "Fixtures" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.

     "General Intangibles" shall mean all choses in action and causes of action
and all other assignable intangible personal property of any Grantor of every
kind and nature (other than Account Rights) now owned or hereafter acquired by
any Grantor, including all rights and interests in partnerships, limited
partnerships, limited liability companies and other unincorporated entities,
corporate or other business records, indemnification claims, contract rights
(including (a) rights under leases, whether entered into as lessor or lessee,
(b) rights under the Network Affiliation Agreement, (c) rights under Hedging
Agreements, (d) any intercompany payment obligations not evidenced by any
instrument, (e) any written agreement, now or hereafter in effect, granting any
right to any third party under any Copyright now or hereafter owned by any
Grantor or which such Grantor otherwise has the right to license, and all rights
of such Grantor under any such agreement, (f) any written agreement, now or
hereafter in effect, granting to any third party any right to make, use or sell
any invention on which a Patent, now or hereafter owned by any Grantor or which
any Grantor otherwise has the right to license, is in existence, and all rights
of any Grantor under any such agreement, (g) the Puerto Rican Note Security
Agreement, as amended and in effect from time to time, and all rights of the
Borrower thereunder, and (h) other agreements, but excluding programming and
production agreements to the extent that the creation hereunder of a security
interest in the Grantors' rights under such agreements would constitute a breach
thereof), goodwill, registrations, franchises, tax refund claims and any letter
of credit, guarantee, claim, security interest or other security held by or
granted to any Grantor to secure payment by an Account Debtor of any of the
Account Rights.
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                                                                               5

     "Instrument" shall mean a negotiable instrument or any other writing that
evidences a right to the payment of a monetary obligation, is not itself a
security agreement or lease, and is of a type that in ordinary course of
business is transferred by delivery with any necessary indorsement or
assignment.

     "Intellectual Property" shall mean all intangible, intellectual and similar
property of any Grantor of every kind and nature now owned or hereafter acquired
by any Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and books and records describing or used in connection with, any of the
foregoing.

     "Inventory" shall mean all goods of any Grantor, whether now owned or
hereafter acquired, held for sale or lease, or furnished or to be furnished by
any Grantor under contracts of service or consumed in any Grantor's business,
including raw materials, intermediates, work in process, packaging materials,
finished goods, semi-finished inventory, scrap inventory, manufacturing supplies
and spare parts, and all such goods that have been returned to or repossessed by
or on behalf of any Grantor.

     "Investment Property" shall mean all Securities (whether certificated or
uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts
and Commodity Accounts of any Grantor,  whether now owned or hereafter acquired
by any Grantor.

     "License" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party,
including those listed on Schedule III (other than those licenses or license
agreements in existence on the date hereof and listed on Schedule III and those
licenses or license agreements entered into after the date hereof, in either
case which by their terms prohibit (or as to which applicable law prohibits)
assignment or a grant of a security interest by such Grantor).

     "Obligations" shall have the meaning assigned to such term in the Credit
Agreement.

     "Patent License" shall mean any written agreement, now or hereafter in
effect, granting to any Grantor any right to make, use or sell any invention on
which a Patent, now or hereafter owned by any third party, is in existence, and
all rights of any Grantor under any such agreement.

     "Patents" shall mean all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or any other
country, all registrations and recordings thereof and all applications for
letters patent of the United States or any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country, including
those listed on Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.
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                                                                               6

     "Perfection Certificate" shall mean a certificate substantially in the form
of Annex 1 hereto, completed and supplemented with the schedules and attachments
contemplated thereby, and duly executed by a Financial Officer and the chief
legal officer of the Borrower.

     "Proceeds" shall mean any consideration received from the sale, exchange,
license, lease or other disposition of any asset or property that constitutes
Collateral, any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property which constitutes
Collateral and shall include (a) any claim of any Grantor against any third
party for (and the right to sue and recover for and the rights to damages or
profits due or accrued arising out of or in connection with) (i) past, present
or future infringement of any Patent now or hereafter owned by any Grantor or
licensed to any Grantor under a Patent License, (ii) past, present or future
infringement or dilution of any Trademark now or hereafter owned by  any Grantor
or licensed to a Grantor under a Trademark License or injury to the goodwill
associated with or symbolized by any Trademark now or hereafter owned by any
Grantor, (iii) past, present or future breach of any License and (iv) past,
present or future infringement of any Copyright now or hereafter owned by any
Grantor or licensed to a Grantor under a Copyright License and (b) any and all
other amounts from time to time paid or payable under or in connection with any
of the Collateral.

     "Secured Parties" shall mean (a) the Lenders, (b) the Administrative Agent,
(c) the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to an
Hedging Agreement entered into with the Borrower if such counterparty was a
Lender at the time the Hedging Agreement was entered into, (f) the beneficiaries
of each indemnification obligation undertaken by any Grantor under any Loan
Document and (g) the successors and assigns of each of the foregoing.

     "Securities" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of shares,
participations, interests or obligations and (c)(i) are, or are of a type, dealt
with or traded on securities exchanges or securities markets or (ii) are a
medium for investment and by their terms expressly provide that they are a
security governed by Article 8 of the Uniform Commercial Code.

     "Securities Account" shall mean an account to which a Financial Asset is or
may be credited in accordance with an agreement under which the person
maintaining the account undertakes to treat the person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

     "Security Entitlements" shall mean the rights and property interests of an
Entitlement Holder with respect to a Financial Asset.

     "Security Interest" shall have the meaning assigned to such term in Section
2.01.
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                                                                               7

     "Securities Intermediary" shall mean (a) a clearing corporation or (b) a
person, including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

     "Trademark License" shall mean any written agreement, now or hereafter in
effect, granting to any Grantor any right to use any Trademark now or hereafter
owned by any third party, and all rights of any Grantor under any such
agreement.

     "Trademarks" shall mean all of the following now owned or hereafter
acquired by any Grantor:  (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office,
any State of the United States or any similar offices in any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule V, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.

     SECTION 1.02.  Rules of Interpretation.  The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.


                                  ARTICLE II

                               Security Interest

     SECTION 2.01.  Security Interest.  As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
grants to the Collateral Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, a security interest in all of such Grantor's
right, title and interest in, to and under the Collateral except the Excluded
Assets (the "Security Interest").  Without limiting the foregoing, the
Collateral Agent is hereby authorized to file one or more financing statements
(including fixture filings), continuation statements, filings with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or other documents
for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, without the signature of any
Grantor, and naming any Grantor or the Grantors as debtors and the Collateral
Agent as secured party.

     SECTION 2.02.  No Assumption of Liability.  The Security Interest is
granted as security only and shall not subject the Collateral Agent or any other
Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Collateral.
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                                                                               8

                                  ARTICLE III

                        Representations and Warranties

     The Grantors jointly and severally represent and warrant to the Collateral
Agent and the Secured Parties that:

     SECTION 3.01.  Title and Authority.  Each Grantor has good and valid rights
in and title to the Collateral with respect to which it has purported to grant a
Security Interest hereunder and has full power and authority to grant to the
Collateral Agent the Security Interest in such Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other person other than
any consent or approval which has been obtained.

     SECTION 3.02.  Filings.  (a)  The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete in all material respects. Fully executed Uniform Commercial
Code financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations containing a description of the
Collateral have been delivered to the Collateral Agent for filing in each
governmental, municipal or other office specified in Schedule 6 to the
Perfection Certificate, which are all the filings, recordings and registrations
(other than filings required to be made in the United States Patent and
Trademark Office and the United States Copyright Office in order to perfect the
Security Interest in Collateral consisting of United States Patents, Trademarks
and Copyrights or rights in any thereof) that are necessary to publish notice of
and protect the validity of and to establish a legal, valid and perfected
security interest in favor of the Collateral Agent (for the ratable benefit of
the Secured Parties) in respect of all Collateral in which the Security Interest
may be perfected by filing, recording or registration in the United States (or
any political subdivision thereof) and its territories and possessions, and no
further or subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary in any such jurisdiction, except as provided under
applicable law with respect to the filing of continuation statements or, upon
the change of any Grantor's name, location, identity or corporate structure,
with respect to the filing of financing statements or amendments to filed
financing statements.

     (b) Each Grantor represents and warrants that fully executed security
agreements in the form hereof and containing a description of all Collateral
consisting of Intellectual Property, to the extent required by the Collateral
Requirement, shall have been received and recorded within three months after the
execution of this Agreement with respect to United States Patents and United
States registered Trademarks (and Trademarks for which United States
registration applications are pending) and within one month after the execution
of this Agreement with respect to United States registered Copyrights by the
United States Patent and Trademark Office and the United States Copyright Office
pursuant to 35 U.S.C. (S) 261, 15 U.S.C. (S) 1060 or 17
<PAGE>

                                                                               9

U.S.C. (S) 205 and the regulations thereunder, as applicable, to the extent
necessary to protect the validity of and to establish a legal, valid and
perfected security interest (to the extent perfectible by filing in the United
States Patent and Trademark Office or the United States Copyright Office) in
favor of the Collateral Agent (for the ratable benefit of the Secured Parties)
in respect of all Collateral consisting of Patents, Trademarks and Copyrights in
which a security interest may be perfected by filing, recording or registration
in such offices, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary (other than such
actions as are necessary to perfect the Security Interest with respect to any
Collateral consisting of Patents, Trademarks and Copyrights (or registration or
application for registration thereof) acquired or registered after the date
hereof) for that purpose.

     SECTION 3.03.  Validity of Security Interest.  The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject to the
filings described in Section 3.02 above, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or
any political subdivision thereof) and its territories and possessions pursuant
to the Uniform Commercial Code or other applicable law in such jurisdictions and
(c) to the extent required by the Collateral Requirement, a security interest
that shall be perfected in all Collateral  in which a security interest may be
perfected upon the receipt and recording of this Agreement with the United
States Patent and Trademark Office and the United States Copyright Office, as
applicable, within the three month period (commencing as of the date hereof)
pursuant to 35 U.S.C. (S) 261 or 15 U.S.C. (S) 1060 or the one month period
(commencing as of the date hereof) pursuant to 17 U.S.C. (S) 205.  The Security
Interest is and shall be prior to any other Lien on any of the Collateral, other
than Liens expressly permitted to be prior to the Security Interest pursuant to
Section 6.02 of the Credit Agreement.

     SECTION 3.04.  Absence of Other Liens.  The Collateral is owned by the
Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement.  No Grantor has filed or
consented to the filing of (a) any financing statement or analogous document
under the Uniform Commercial Code or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral or
any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for Liens expressly permitted pursuant to
Section 6.02 of the Credit Agreement and Liens which secure Indebtedness to be
repaid on the Closing Date.


                                  ARTICLE IV

                                   Covenants

     SECTION 4.01.  Change of Name; Location of Collateral; Records; Place of
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                                                                              10

Business.  (a)  Each Grantor agrees promptly to notify the Collateral Agent in
writing of any change (i) in its corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the jurisdiction of its formation, the location of its chief
executive office, its principal place of business, any office in which it
maintains books or records relating to Collateral owned by it or any office or
facility at which Collateral owned by it is located (including the establishment
of any such new office or facility), (iii) in its identity or corporate
structure or (iv) in its Federal Taxpayer Identification Number or (v) in its
Organizational number. Each Grantor agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected first priority security interest in all the Collateral to
the extent provided in Section 3.02.  Each Grantor agrees promptly to notify the
Collateral Agent if any material portion of the Collateral owned or held by such
Grantor is damaged or destroyed.

     (b)  Each Grantor agrees to maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with prudent and
standard practices used in industries in which such Grantor is engaged, but in
any event to include complete accounting records indicating all payments and
proceeds received with respect to any part of the Collateral, and, at such time
or times as the Collateral Agent may reasonably request, promptly to prepare and
deliver to the Collateral Agent a duly certified schedule or schedules in form
and detail reasonably satisfactory to the Collateral Agent showing the identity,
amount and location of any material Collateral.

     SECTION 4.02.  Protection of Security.  Each Grantor shall, at its own cost
and expense, take any and all actions necessary to defend title to the
Collateral against all persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien not
expressly permitted pursuant to Section 6.02 of the Credit Agreement unless the
amount of Collateral to be so defended individually or in the aggregate does not
constitute a material part of the Collateral hereunder and the applicable
Grantor shall in good faith determine that the cost of such defense to such
Grantor would be excessive in relation to the value of such Collateral (in which
case the applicable Grantor shall so notify the Collateral Agent).

     SECTION 4.03.  Further Assurances.  Each Grantor agrees, at its own
expense, to execute, acknowledge, deliver and cause to be duly filed all such
further instruments and documents and take all such actions as the Collateral
Agent may from time to time reasonably request to better assure, preserve,
protect and perfect the Security Interest and the rights and remedies created
hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security
Interest and the filing of any financing statements (including fixture filings)
or other documents in connection herewith or therewith.  If any amount payable
to the Grantors under or in connection with any of the Collateral shall be or
become evidenced by any promissory note or other instrument, such note or
instrument shall be immediately pledged and delivered to the Collateral Agent,
duly endorsed "without recourse or warranty" to the Collateral Agent.

     Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by
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                                                                              11

supplementing Schedule II, III, IV or V hereto or adding additional schedules
hereto to specifically identify any asset or item that may constitute
Copyrights, Licenses, Patents or Trademarks; provided, however, that any Grantor
shall have the right, exercisable within 10 days after it has been notified by
the Collateral Agent of the specific identification of such Collateral, to
advise the Collateral Agent in writing of any inaccuracy of the representations
and warranties made by such Grantor hereunder with respect to such Collateral.
Each Grantor agrees that it will use its best efforts to take such action as
shall be necessary in order that all representations and warranties hereunder
shall be true and correct with respect to such Collateral within 30 days after
the date it has been notified by the Collateral Agent of the specific
identification of such Collateral.

     SECTION 4.04. Inspection and Verification. The Collateral Agent and such
persons as the Collateral Agent may reasonably designate shall have the right,
at the Grantors' own cost and expense, to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Collateral is located, to discuss the Grantors'
affairs with the officers of the Grantors and their independent accountants and
to verify under reasonable procedures (which shall include prior notice to and
cooperation with the Grantors), in accordance with Section 5.06 of the Credit
Agreement, the validity, amount, quality, quantity, value, condition and status
of, or any other matter relating to, the Collateral, including, in the case of
Accounts or Collateral in the possession of any third person, by contacting
Account Debtors or the third person possessing such Collateral for the purpose
of making such a verification; provided that the Collateral Agent shall only
contact or cause to be contacted such Account Debtors if an Event of Default has
occurred and is continuing. The Collateral Agent shall have the absolute right
to share any information it gains from such inspection or verification with any
Secured Party (it being understood that any such information shall be deemed to
be "Information" subject to the provisions of Section 10.16 of the Credit
Agreement).

     SECTION 4.05. Taxes; Encumbrances. At its option, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and not
permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each Grantor
jointly and severally agrees to reimburse the Collateral Agent on demand for any
payment made or any expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided, however, that nothing in this Section 4.06
shall be interpreted as excusing any Grantor from the performance of, or
imposing any obligation on the Collateral Agent or any Secured Party to cure or
perform, any covenants or other promises of any Grantor with respect to taxes,
assessments, charges, fees, liens, security interests or other encumbrances and
maintenance as set forth herein or in the other Loan Documents.

     SECTION 4.06. Assignment of Security Interest. If at any time any Grantor
shall take a security interest in any property of an Account Debtor or any other
person to secure payment and performance of an Account, such Grantor shall
promptly assign such security interest to the Collateral Agent. Such assignment
need not be filed of public record unless necessary to continue the perfected
status of the security interest against creditors of and transferees from the
<PAGE>

                                                                              12

Account Debtor or other person granting the security interest.

     SECTION 4.07.  Continuing Obligations of the Grantors. Each Grantor shall
remain liable to observe and perform all the conditions and obligations to be
observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and
all liability for such performance.

     SECTION 4.08.  Use and Disposition of Collateral. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except as
expressly permitted by Section 6.02 of the Credit Agreement. None of the
Grantors shall make or permit to be made any transfer of the Collateral and each
Grantor shall remain at all times in possession of the Collateral owned by it,
except that (a) Inventory may be sold in the ordinary course of business and (b)
unless and until the Collateral Agent shall notify the Grantors that an Event of
Default shall have occurred and be continuing and that during the continuance
thereof the Grantors shall not sell, convey, lease, assign, transfer or
otherwise dispose of any Collateral (which notice may be given by telephone if
promptly confirmed in writing), the Grantors may use and dispose of the
Collateral in any lawful manner not inconsistent with the provisions of this
Agreement, the Credit Agreement or any other Loan Document. Without limiting the
generality of the foregoing, each Grantor agrees that it shall not permit any
Inventory to be in the possession or control of any warehouseman, bailee, agent
or processor at any time unless such warehouseman, bailee, agent or processor
shall have been notified of the Security Interest and shall have agreed in
writing to hold the Inventory subject to the Security Interest and the
instructions of the Collateral Agent and to waive and release any Lien held by
it with respect to such Inventory, whether arising by operation of law or
otherwise.

     SECTION 4.09.  Limitation on Modification of Accounts.  None of the
Grantors will, without the Collateral Agent's prior written consent, grant any
extension of the time of payment of any of the Account Rights, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any person liable for the payment thereof or allow any credit
or discount whatsoever thereon, other than extensions, credits, discounts,
compromises or settlements granted or made in the ordinary course of business
and consistent with its current practices and in accordance with prudent and
standard practices used in the industries in which such Grantor is engaged;
provided that nothing in this covenant shall restrict the compromise or
settlement of any Accounts or Account Rights in an amount that is less than or
equal to the amount of such Account or Account Rights which the applicable
Grantor has reserved against in good faith.

     SECTION 4.10.  Insurance.  The Grantors, at their own expense, shall keep
or cause to
<PAGE>

                                                                              13

be kept the Inventory and Equipment adequately insured at all times by
financially sound and reputable insurers; maintain such other insurance, to such
extent and against such risks, including fire and other risks insured against by
extended coverage, as is customary with companies in the same or similar
businesses operating in the same or similar locations, including public
liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by it; and maintain such other insurance as may be
required by law.

     (b)  The Grantors shall: (i) cause all such policies to be endorsed or
otherwise amended to include a "standard" or "New York" lender's loss payable
endorsement which endorsement shall provide that, from and after the Closing
Date, if the insurance carrier shall have received written notice from the
Administrative Agent or the Collateral Agent of the occurrence of an Event of
Default, the insurance carrier shall pay all proceeds otherwise payable to the
Borrower or the Loan Parties under such policies directly to the Collateral
Agent; (ii) deliver original or certified copies of all such policies to the
Collateral Agent; (iii) cause each such policy to provide that it shall not be
canceled, modified or not renewed except (x) by reason of nonpayment of premium
upon not less than 10 days' prior written notice thereof by the insurer to the
Administrative Agent and the Collateral Agent (giving the Administrative Agent
and the Collateral Agent the right to cure defaults in the payment of premiums)
or (y) for any other reason upon not less than 30 days' prior written notice
thereof by the insurer to the Administrative Agent and the Collateral Agent; and
(iv) deliver to the Administrative Agent and the Collateral Agent, prior to the
cancelation, modification or nonrenewal of any such policy of insurance, a copy
of a renewal or replacement policy (or other evidence of renewal of a policy
previously delivered to the Administrative Agent and the Collateral Agent)
together with evidence satisfactory to the Administrative Agent and the
Collateral Agent of payment of the premium therefor.

     (c)  The Grantors shall notify the Administrative Agent and the Collateral
Agent immediately whenever any separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this
Section 4.11 is taken out by the Borrower; and promptly deliver to the
Administrative Agent and the Collateral Agent a duplicate original copy of such
policy or policies.

     (d)  Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Collateral under policies of
insurance, endorsing the name of such Grantor on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto. In the event that
any Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Collateral Agent may, without waiving or releasing any
obligation or liability of the Grantors hereunder or any Event of Default, in
its sole discretion, obtain and maintain such policies of insurance and pay such
premium and take any other actions with respect thereto as the Collateral Agent
deems advisable. All sums disbursed by the Collateral Agent in connection with
this Section 4.11, including reasonable attorneys' fees, court costs, expenses
and other charges relating thereto, shall be payable, upon demand, by the
<PAGE>

                                                                              14

Grantors to the Collateral Agent and shall be additional Obligations secured
hereby.

     SECTION 4.11.  Legend.  If and as required from time to time by the
Collateral Agent, each Grantor shall legend, in form and manner satisfactory to
the Collateral Agent, its books, records and documents evidencing or pertaining
to Account Rights with an appropriate reference to the fact that its Account
Rights have been assigned to the Collateral Agent for the benefit of the Secured
Parties and that the Collateral Agent has a security interest therein.

     SECTION 4.12.  Covenants Regarding Patent, Trademark and Copyright
Collateral.  (a) Each Grantor agrees that it will not, nor will it permit any of
its licensees to, do any act, or omit to do any act, which would cause any
Patent which is material to the conduct of such Grantor's business to become
invalidated or dedicated to the public, and agrees that it shall continue to
mark any products covered by a Patent with the relevant patent number as
necessary and sufficient to establish and preserve its maximum rights under
applicable patent laws.

     (b)  Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) display such Trademark with notice
of Federal or foreign registration to the extent necessary and sufficient to
establish and preserve its maximum rights under applicable law and (iii) not
knowingly use or knowingly permit the use of such Trademark in violation of any
third party rights.

     (c)  Each Grantor (either itself or through licensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt
and distribute the work with appropriate copyright notice as necessary and
sufficient to establish and preserve its maximum rights under applicable
copyright laws.

     (d)  Each Grantor shall notify the Collateral Agent immediately if it knows
or has reason to know that any Patent, Trademark or Copyright material to the
conduct of its business may become abandoned, lost or dedicated to the public,
or of any material adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, United States Copyright Office or
any court or similar office of any country) regarding such Grantor's ownership
of any Patent, Trademark or Copyright material to the conduct of its business,
its right to register the same, or to keep and maintain the same.

     (e)  In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark or
Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States or in any
other country or any political subdivision thereof, unless it promptly informs
the Collateral Agent, and, upon request of the Collateral Agent, executes and
delivers any and all agreements, instruments, documents and papers as the
Collateral Agent may request to evidence the Collateral Agent's security
interest in such Patent, Trademark or Copyright, and each Grantor hereby
appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power, being coupled with an interest, is
irrevocable.
<PAGE>

                                                                              15

     (f)  Each Grantor will take all necessary steps that are consistent with
the practice in any proceeding before the United States Patent and Trademark
Office, United States Copyright Office or any office or agency in any political
subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each material application relating
to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant
or registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights that is material to the conduct of any Grantor's
business, including timely filings of applications for renewal, affidavits of
use, affidavits of incontestability and payment of maintenance fees, and, if
consistent with good business judgment, to initiate opposition, interference and
cancelation proceedings against third parties.

     (g)  In the event that any Grantor has reason to believe that any
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral.

     (h)  Upon and during the continuance of an Event of Default, each Grantor
shall use its best efforts to obtain all requisite consents or approvals by the
licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all of such Grantor's right, title and interest
thereunder to the Collateral Agent or its designee.

     SECTION 4.13.  Control.  Upon and during the continuance of an Event of
Default, each Grantor will, subject to Section 6.04, cooperate with the
Collateral Agent to ensure that the Collateral Agent obtains control (within the
meaning of the Uniform Commercial Code) with respect to Collateral consisting of
(a) cash and cash accounts, (b) Investment Property, (c) letter of credit
rights and (d) electronic chattel paper.


                                   ARTICLE V

                               Power of Attorney

     Each Grantor irrevocably makes, constitutes and appoints the Collateral
Agent (and all officers, employees or agents designated by the Collateral Agent)
as such Grantor's true and lawful agent and attorney-in-fact, and in such
capacity the Collateral Agent shall have the right, with power of substitution
for each Grantor and in each Grantor's name or otherwise, for the use and
benefit of the Collateral Agent and the Secured Parties, upon the occurrence and
during the continuance of an Event of Default (a) to receive, endorse, assign
and/or deliver any and all notes, acceptances, checks, drafts, money orders or
other evidences of payment relating to the Collateral or any part thereof; (b)
to demand, collect, receive payment of, give receipt for and give discharges and
releases of all or any of the Collateral; (c) to sign the name of any Grantor on
any invoice or bill of lading relating to any of the Collateral; (d) to send
verifications of Account
<PAGE>

                                                                              16


Rights to any Account Debtor; (e) to commence and prosecute any and all suits,
actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral; (g) to notify, or to require any Grantor to notify,
Account Debtors to make payment directly to the Collateral Agent; and (h) to
use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and
things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Collateral Agent were the absolute owner of the
Collateral for all purposes; provided, however, that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent or any
Secured Party to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent or any Secured
Party, or to present or file any claim or notice, or to take any action with
respect to the Collateral or any part thereof or the moneys due or to become due
in respect thereof or any property covered thereby, and no action taken or
omitted to be taken by the Collateral Agent or any Secured Party with respect to
the Collateral or any part thereof shall give rise to any defense, counterclaim
or offset in favor of any Grantor or, other than for losses sustained through
the Collateral Agent's or any such Secured Party's gross negligence or wilful
misconduct, to any claim or action against the Collateral Agent or any Secured
Party. It is understood and agreed that the appointment of the Collateral Agent
as the agent and attorney-in-fact of the Grantors for the purposes set forth
above is coupled with an interest and is irrevocable. The provisions of this
Section shall in no event relieve any Grantor of any of its obligations
hereunder or under any other Loan Document with respect to the Collateral or any
part thereof or impose any obligation on the Collateral Agent or any Secured
Party to proceed in any particular manner with respect to the Collateral or any
part thereof, or in any way limit the exercise by the Collateral Agent or any
Secured Party of any other or further right which it may have on the date of
this Agreement or hereafter, whether hereunder, under any other Loan Document,
by law or otherwise.


                                  ARTICLE VI

                                   Remedies

     SECTION 6.01.  Remedies upon Default.  Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times:  (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any such Collateral throughout
<PAGE>

                                                                              17

the world on such terms and conditions and in such manner as the Collateral
Agent shall determine (other than in violation of any then-existing licensing
arrangements to the extent that waivers are not obtained notwithstanding
compliance with Section 4.13(h)) and (b) with or without legal process and with
or without prior notice or demand for performance, to take possession of the
Collateral and without liability for trespass to enter any premises where the
Collateral may be located for the purpose of taking possession of or removing
the Collateral and, generally, to exercise any and all rights afforded to a
secured party under the Uniform Commercial Code or other applicable law. Without
limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the manda tory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing any Collateral which constitutes a "security" under
applicable securities law for their own account for investment and not with a
view to the distribution or sale thereof, and upon consummation of any such sale
the Collat eral Agent shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Collateral so sold. Each such purchaser
at any such sale shall hold the property sold absolutely, free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by law) all rights of redemption, stay and appraisal which such
Grantor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted.

     The Collateral Agent shall give the Grantors 10 days' written notice (which
each Grantor agrees is reasonable notice within the meaning of Section 9-504(3)
of the Uniform Commercial Code as in effect in the State of New York or its
equivalent in other jurisdictions) of the Collateral Agent's intention to make
any sale of Collateral. Such notice, in the case of a public sale, shall state
the time and place for such sale and, in the case of a sale at a broker's board
or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall
be held at such time or times within ordinary business hours and at such place
or places as the Collateral Agent may fix and state in the notice (if any) of
such sale. At any such sale, the Collateral, or portion thereof, to be sold may
be sold in one lot as an entirety or in separate parcels, as the Collateral
Agent may (in its sole and absolute discretion) determine. The Collateral Agent
shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral
shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made
pursuant to this Section, any Secured Party may bid for or purchase, free (to
<PAGE>

                                                                              18

the extent permitted by law) from any right of redemption, stay, valuation or
appraisal on the part of any Grantor (all said rights being also hereby waived
and released to the extent permitted by law), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim then
due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability
to any Grantor therefor. For purposes hereof, a written agreement to purchase
the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and no Grantor shall be entitled to the return of the Collateral or any portion
thereof subject thereto, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a court-
appointed receiver. Without limiting the foregoing, remedies available to the
Collateral Agent include the exercise, on its own initiative and without any
approval from the Grantors, of any and all remedies available to the Collateral
Agent and Secured Party under the Puerto Rican Note Security Agreement.

     SECTION 6.02.  Application of Proceeds.  The Collateral Agent shall apply
the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:

          FIRST, to the payment of all costs and expenses incurred by the
     Administrative Agent or the Collateral Agent (in its capacity as such
     hereunder or under any other Loan Document) in connection with such
     collection or sale or otherwise in connection with this Agreement or any of
     the Obligations, including all court costs and the fees and expenses of its
     agents and legal counsel, the repayment of all advances made by the
     Collateral Agent hereunder or under any other Loan Document on behalf of
     any Grantor and any other costs or expenses incurred in connection with the
     exercise of any right or remedy hereunder or under any other Loan Document;

          SECOND, to the payment in full of the Obligations (the amounts so
     applied to be distributed among the Secured Parties pro rata in accordance
     with the amounts of the Obligations owed to them on the date of any such
     distribution); and

          THIRD, to the Grantors, their successors or assigns, or as a court of
     competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement.  Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or
<PAGE>

                                                                              19

under a judicial proceeding), the receipt of the Collateral Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

     SECTION 6.03.  Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sub-license
any of the Collateral consisting of Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof; provided that (a) nothing herein shall
constitute the grant of any license that would cause any default under any
existing licensing agreement to which the Grantor is party that could result in
the loss or termination of such license or result in any material liability on
the part of the Grantor and (b) the license granted by this Section shall
automatically terminate with respect to any Intellectual Property in which any
Grantor grants an exclusive license to a third party in the ordinary course of
its business (and shall not become effective as to any Intellectual Property in
which such an exclusive license has been granted prior to the date hereof). The
use of such license by the Collateral Agent may be exercised, at the option of
the Collateral Agent, upon the occurrence and during the continuation of an
Event of Default (but not in the absence of an Event of Default); provided that
any license, sub-license or other transaction entered into by the Collateral
Agent in accordance herewith shall be binding upon the Grantors notwithstanding
any subsequent cure of an Event of Default.

     SECTION 6.04.  FCC Compliance.  (a) Notwithstanding anything to the
contrary contained herein or in any other agreement, instrument, or document
executed in connection herewith, (i) no party hereto shall take or be required
to take any actions hereunder that would constitute or result in a transfer or
assignment of any Station License, permit or authorization or a change of
control over such Station License, permit or authorization requiring the prior
approval of the FCC without first obtaining such prior approval of the FCC and
(ii) no failure on the part of any party hereto to take any such actions prior
to the obtaining of such approval shall constitute an Event of Default.

          (b)  If an Event of Default shall have occurred and be continuing,
each Grantor shall take any action which the Collateral Agent may reasonably
request in the exercise of its rights and remedies under this Agreement in order
to transfer or assign the Collateral to the Collateral Agent or to such one or
more third parties (being either bona fide purchasers or trustees or receivers
as contemplated by this Section 6.04) as the Collateral Agent may designate, or
to a combination of the foregoing. To enforce the provisions of this Section
6.04, the Collateral Agent and the other Secured Parties are empowered to seek
from the FCC and any other Governmental Authority, to the extent required,
consent to or approval of any involuntary transfer of control of any Collateral
subject to this Agreement for the purpose of seeking a bona fide purchaser to
whom control ultimately will be transferred. Each Grantor agrees to cooperate
<PAGE>

                                                                              20

with any such purchaser and with the Collateral Agent and the other Secured
Parties in the preparation, execution and filing of any forms and providing any
information that may be necessary or helpful in obtaining the FCC's consent to
the assignment to such purchaser of the Collateral. Each Grantor hereby agrees
to consent to any such voluntary or involuntary transfer upon the occurrence and
during the continuation of an Event of Default and, without limiting any rights
of the Collateral Agent under this Agreement, to authorize the Collateral Agent
to nominate a trustee or receiver to assume control of the Collateral, subject
only to required judicial, FCC or other consents required by Governmental
Authorities or applicable law, in order to effectuate the transactions
contemplated by this Section 6.04. Such trustee or receiver shall have all the
rights and powers as provided to it by law or court order, or to the Collateral
Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the
consent of the FCC and the approval or consent of each other Governmental
Authority required to effectuate the foregoing.

          (c)  Without limiting the obligations of any Grantor hereunder in any
respect, each Grantor further agrees that if such Grantor, upon the occurrence
and during the continuance of an Event of Default, should fail or refuse to take
any action required under paragraph (b) above for any reason whatsoever, without
limitation, including any refusal to execute any application necessary or
appropriate to obtain any governmental consent necessary or appropriate for the
exercise of any right of the Collateral Agent or any other Secured Party
hereunder, such Grantor agrees that such application may be executed on such
Grantor's behalf by the clerk of any court of competent jurisdiction without
notice to such Grantor pursuant to court order.

          (d)  In connection with this Section 6.04, the Collateral Agent shall
be entitled to rely in good faith upon an opinion of outside FCC counsel of the
Collateral Agent's choice with respect to any such assignment or transfer,
whether or not the advice rendered is ultimately determined to have been
accurate.


                                  ARTICLE VII

                                 Miscellaneous

     SECTION 7.01.  Notices.  All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 10.01 of the Credit Agreement.  All communications and
notices hereunder to any Guarantor shall be given to it at its address or
telecopy number set forth on Schedule I, with a copy to the Borrower.

     SECTION 7.02.  Security Interest Absolute.  All rights of the Collateral
Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or
<PAGE>

                                                                              21

non-perfection of any Lien on other collateral, or any release or amendment or
waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the Obligations or this Agreement (other than a
termination as provided in Section 7.14).

     SECTION 7.03.  Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the making by the Lenders of the Loans, and
the execution and delivery to the Lenders of any notes evidencing such Loans,
regardless of any investigation made by the Lenders or on their behalf, and
shall continue in full force and effect until this Agreement shall terminate.

     SECTION 7.04.  Binding Effect; Several Agreement. This Agreement shall
become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter this Agreement shall be binding upon such Grantor and the
Collateral Agent and their respective successors and assigns and shall inure to
the benefit of such Grantor, the Collateral Agent and the other Secured Parties
and their respective successors and assigns, except that no Grantor shall have
the right to assign or transfer its rights or obligations hereunder or any
interest herein or in the Collateral (and any such assignment or transfer shall
be void) except as expressly contemplated by this Agreement or the Credit
Agreement. This Agreement shall be construed as a separate agreement with
respect to each Grantor and may be amended, modified, supplemented, waived or
released with respect to any Grantor without the approval of any other Grantor
and without affecting the obligations of any other Grantor hereunder.

     SECTION 7.05.  Successors and Assigns. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Grantor or the Collateral Agent that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.

     SECTION 7.06.  Collateral Agent's Fees and Expenses; Indemnification. (a)
Each Grantor jointly and severally agrees to pay upon demand to the Collateral
Agent the amount of any and all reasonable expenses, including the reasonable
fees, disbursements and other charges of its counsel and of any experts or
agents, which the Collateral Agent may incur in connection with (i) the
administration of this Agreement (including the customary fees and charges of
the Collateral Agent for any audits conducted by it or on its behalf with
respect to the Account Rights or Inventory), (ii) the custody or preservation
of, or the sale of, collection from or other
<PAGE>

                                                                              22

realization upon any of the Collateral, or (iii) the exercise, enforcement or
protection of any of the rights of the Collateral Agent hereunder.

     (b)  Without limitation of its indemnification obligations under the other
Loan Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent and the other Indemnitees against, and hold each of them
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees, disbursements and other charges of counsel,
incurred by or asserted against any of them arising out of, in any way connected
with, or as a result of, the execution, delivery or performance of this
Agreement or any claim, litigation, investigation or proceeding relating hereto
or to the Collateral, whether or not any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee. In connection with any claim, litigation, investigation or
proceeding referred to in the preceding sentence, the Indemnitees will endeavor
to avoid duplication of effort and expense by employing common counsel
(including special or local counsel, where required), which shall be nominated
by the Collateral Agent (or, if the Collateral Agent shall not be a party or
prospective party to such claim, litigation, investigation or proceeding, by the
Lender party thereto with the largest credit exposure or potential credit
exposure hereunder), it being understood that an Indemnitee will in any event be
entitled to separate counsel (i) if such Indemnitee may have defenses available
to it that are different from or potentially inconsistent with defenses that may
be asserted by other Indemnitees, (ii) if the representation by a single counsel
of such Indemnitee and other Indemnitees would otherwise be inappropriate due to
actual or potential differences in the interests of the Indemnitees or (iii) if
the Borrower shall agree to the retention of separate counsel.

     (c)  Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Collateral Agent or any other Secured Party. All amounts due under
this Section 7.06 shall be payable on written demand therefor and shall bear
interest at the rate specified in Section 2.07 of the Credit Agreement.

     SECTION 7.07.  GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7.08.  Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the
<PAGE>

                                                                              23

Collateral Agent, the Issuing Bank, the Administrative Agent and the Lenders
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provisions
of this Agreement or any other Loan Document or consent to any departure by any
Grantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Grantor in any case shall entitle such Grantor or any
other Grantor to any other or further notice or demand in similar or other
circumstances.

     (b)  Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Collateral Agent and the Grantor or Grantors with respect to which
such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 10.08 of the Credit Agreement.

     SECTION 7.09.  WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

     SECTION 7.10.  Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby
(it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

     SECTION 7.11  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract (subject to Section 7.04), and
shall become effective as provided in Section 7.04. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

     SECTION 7.12.  Headings. Article and Section headings used herein are for
the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.
<PAGE>

                                                                              24

     SECTION 7.13.  Jurisdiction; Consent to Service of Process. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto 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. Nothing in this Agreement shall affect any right that the
Collateral Agent, the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against any Grantor or its properties in the courts of
any jurisdiction.

     (b)  Each Grantor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

     (c)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

     SECTION 7.14.  Termination. (a) This Agreement shall terminate and the
security interests granted hereunder shall be released as provided in Section
10.17 of the Credit Agreement. At such time, the Collateral Agent shall execute
and deliver to the Grantors, at the Grantors' expense, all Uniform Commercial
Code termination statements, terminations and reassignments for mortgages and
assignments of copyrights, patents and trademarks, and similar documents which
the Grantors shall reasonably request to evidence such termination. Any
execution and delivery of termination statements or documents pursuant to this
Section 7.14 shall be without recourse to or warranty by the Collateral Agent
other than that the Collateral (other than any Collateral that shall have been
sold in accordance with Section 6.01) is not subject to any interest granted by
the Collateral Agent in favor of any other person. A Guarantor shall
automatically be released from its obligations hereunder and the Security
Interest in the Collateral of such Guarantor shall be automatically released in
the event that all the capital stock of such Guarantor shall be sold,
transferred or otherwise disposed of to a person that is not an Affiliate of the
Borrower in accordance with the terms of the Credit Agreement; provided that the
Required Lenders shall have consented to such sale, transfer or other
disposition (to the extent required by the Credit Agreement) and the terms of
such consent did not provide otherwise.

     (b)  In connection with any such termination or release, the Collateral
Agent shall execute and deliver to any Grantor, at such Grantor's expense, all
Uniform Commercial Code
<PAGE>

                                                                              25

release or termination statements and similar documents that such Grantor shall
reasonably request to evidence such termination or release.

     SECTION 7.15.  Additional Grantors. Pursuant to Section 5.09 of the Credit
Agreement, each Subsidiary (other than any Foreign Subsidiary) that was not in
existence on the date of the Credit Agreement is required to enter into the
Security Agreement as a Grantor upon becoming such a Subsidiary. Upon execution
and delivery by the Collateral Agent and such a Subsidiary of a Supplement in
the form of Annex 2 hereto, such Subsidiary shall become a Grantor hereunder
with the same force and effect as if originally named as a Grantor herein. The
execution and delivery of any such instrument shall not require the consent of
any Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any new
Grantor as a party to this Agreement.

     SECTION 7.16.  Authorization to File Financing Statements. Each Grantor
hereby irrevocably authorizes the Collateral Agent at any time and from time to
time to file in any Uniform Commercial Code jurisdiction any initial financing
statements and amendments thereto that contain the information required by
Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including (a) whether the
Grantor is a organization, the type of organization and any organizational
identification number issued to the Grantor and (b) in the case of a financing
statement filed as a fixture filing or covering Collateral constituting minerals
or the like to be extracted or timber to be cut, a sufficient description of the
real property to which such Collateral relates. The Grantor agrees to provide
such information to the Collateral Agent promptly upon request.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.



                                TELEMUNDO GROUP, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO HOLDINGS, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                ESTRELLA COMMUNICATIONS, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                ESTRELLA LICENSE CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                NEW JERSEY TELEVISION BROADCASTING CORP. (N.Y.),


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                SACC ACQUISITION CORP.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer
<PAGE>

                                SAT CORP.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                SPANISH AMERICAN COMMUNICATIONS CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO NETWORK, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO NEWS NETWORK, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF CHICAGO, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF COLORADO SPRINGS, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer
<PAGE>

                                TELEMUNDO OF FLORIDA, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF FLORIDA LICENSE CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF GALVESTON-HOUSTON, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF GALVESTON-HOUSTON LICENSE
                                CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF LOS ANGELES, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer
<PAGE>

                                TELEMUNDO OF LOS ANGELES LICENSE CORP.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF MEXICO, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF NORTHERN CALIFORNIA, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF NORTHERN CALIFORNIA LICENSE
                                CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF PUERTO RICO LICENSE CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer
<PAGE>

                                TELEMUNDO OF SAN ANTONIO, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF SAN ANTONIO LICENSE CORPORATION,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF STEAMBOAT SPRINGS COLORADO, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF STEAMBOAT SPRINGS COLORADO LICENSE
                                CORP.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer



                                TELEMUNDO OF KEY WEST, INC.,


                                 by /s/ Vincent L. Sadusky
                                    --------------------------------------------
                                    Name: Vincent L. Sadusky
                                    Title: Chief Financial Officer and Treasurer
<PAGE>

                                  TELEMUNDO OF KEY WEST LICENSE
                                  CORPORATION,


                                    by /s/ Vincent L. Sadusky
                                       --------------------------------
                                       Name: Vincent L. Sadusky
                                       Title: Chief Financial Officer and
                                              Treasurer


                                  TELENOTICIAS DEL MUNDO, INC.,


                                    by /s/ Vincent L. Sadusky
                                       --------------------------------
                                       Name: Vincent L. Sadusky
                                       Title: Chief Financial Officer and
                                              Treasurer


                                  TELENOTICIAS DEL MUNDO, L.P.,


                                    by /s/ Vincent L. Sadusky
                                       --------------------------------
                                       Name: Vincent L. Sadusky
                                       Title: Chief Financial Officer and
                                              Treasurer


                                  TU MUNDO MUSIC, INC.,

                                    by /s/ Vincent L. Sadusky
                                       --------------------------------
                                       Name: Vincent L. Sadusky
                                       Title: Chief Financial Officer and
                                              Treasurer


                                  VIDEO 44 ACQUISITION CORP., INC.,


                                    by /s/ Vincent L. Sadusky
                                       --------------------------------
                                       Name: Vincent L. Sadusky
                                       Title: Chief Financial Officer and
                                              Treasurer
<PAGE>

                                  WNJU LICENSE CORPORATION,


                                    by  /s/ Vincent L. Sadusky
                                        --------------------------------
                                        Name: Vincent L. Sadusky
                                        Title: Chief Financial Officer and
                                               Treasurer



                                  WNJU-TV BROADCASTING CORPORATION,


                                    by  /s/ Vincent L. Sadusky
                                        --------------------------------
                                        Name: Vincent L. Sadusky
                                        Title: Chief Financial Officer and
                                               Treasurer


                                  CREDIT SUISSE FIRST BOSTON, as Collateral
                                  Agent,


                                    by /s/ Eugene F. Martin
                                       ---------------------------------
                                       Name:  Eugene F. Martin
                                       Title: Director


                                    by /s/ David L. Sawyer
                                       ---------------------------------
                                       Name:  David L. Sawyer
                                       Title: Vice President

<PAGE>

                                                                      SCHEDULE I
                                                                 to the Security
                                                                       Agreement
                             SUBSIDIARY GUARANTORS


Name                                         Address
----                                         -------
Estrella Communications, Inc.                1130A Air Way
                                             Glendale, CA 91201
Estrella License Corporation                 2290 West 8th Avenue
                                             Hialeah, FL 33010
New Jersey Television Broadcasting Corp.     1775 Broadway, Ste. 300
(N.Y.)                                       New York, NY 10019
SACC Acquisition Corp.                       2290 West 8th Avenue
                                             Hialeah, FL 33010
SAT Corp.                                    2290 West 8th Avenue
                                             Hialeah, FL 33010
Spanish American Communications              2290 West 8th Avenue
Corporation                                  Hialeah, FL 33010
Telemundo Network, Inc.                      2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo News Network, Inc.                 2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Chicago, Inc.                   2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Colorado Springs, Inc.          2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Florida, Inc.                   2340 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Florida License Corporation     2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Galveston-Houston, Inc.         3903 Stoney Brook Drive
                                             Houston, TX 77063
Telemundo of Galveston-Houston License       2290 West 8th Avenue
Corporation                                  Hialeah, FL 33010
Telemundo of Los Angeles, Inc.               5545 West Sunset Boulevard
                                             Los Angeles, CA 90028
Telemundo of Los Angeles License Corp.       2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Mexico, Inc.                    2290 West 8th Avenue
                                             Hialeah, FL 33010
<PAGE>


Telemundo of Northern California, Inc.       2349 Bering Drive
                                             San Jose, CA 95131
Telemundo of Northern California License     2290 West 8th Avenue
Corporation                                  Hialeah, FL 33010
Telemundo of Puerto Rico License             2290 West 8th Avenue
Corporation                                  Hialeah, FL 33010
Telemundo of San Antonio, Inc.               6234 San Pedro
                                             San Antonio, TX 78216
Telemundo of San Antonio License             2290 West 8th Avenue
Corporation                                  Hialeah, FL 33010
Telemundo of Steamboat Springs Colorado,     1120 Lincoln Street, Suite 800
Inc.                                         Denver, CO 80203
Telemundo of Steamboat Springs Colorado      2290 West 8th Avenue
License Corporation                          Hialeah, FL 33010
Telemundo of Key West, Inc.                  2290 West 8th Avenue
                                             Hialeah, FL 33010
Telemundo of Key West License Corporation    2290 West 8th Avenue
                                             Hialeah, FL 33010
Telenoticias del Mundo, Inc.                 2290 West 8th Avenue
                                             Hialeah, FL 33010
Telenoticias del Mundo, L.P.                 2290 West 8th Avenue
                                             Hialeah, FL 33010
Tu Mundo Music, Inc.                         2290 West 8th Avenue
                                             Hialeah, FL 33010
Video 44 Acquisition Corp. Inc.              2290 West 8th Avenue
                                             Hialeah, FL 33010
WNJU License Corporation                     2290 West 8th Avenue
                                             Hialeah, FL 33010
WNJU-TV Broadcasting Corporation             47 Industrial Avenue
                                             Teterboro, NJ 07608
<PAGE>


                                                                  Annex 2 to the
                                                              Security Agreement



                    SUPPLEMENT NO.        (this "Supplement") dated as
               of  , to the Security Agreement dated as of August 12, 1998 as
               amended and restated in the form of the Amended and Restated
               Security Agreement dated as of June 1, 2001, among TELEMUNDO
               GROUP, INC., a Delaware corporation (the "Borrower"), TELEMUNDO
               HOLDINGS, INC., a Delaware corporation of which the Borrower in a
               wholly owned subsidiary (("Holdings"), each subsidiary of
               Holdings listed on Schedule I thereto (each such subsidiary
               individually a "Subsidiary Guarantor" and, together with
               Holdings, the "Guarantors"; the Guarantors and the Borrower are
               referred to collectively herein as the "Grantors") and CREDIT
               SUISSE FIRST BOSTON, a bank organized under the laws of
               Switzerland, acting through its New York Branch ("CSFB"), as
               collateral agent (in such capacity, the "Collateral Agent") for
               the Secured Parties (as defined herein).

     Reference is made to (a) the Credit Agreement dated as of August 4, 1998,
as amended and restated in the form of the Amended and Restated Credit Agreement
dated as of June 1, 2001 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, Holdings, the lenders
from time to time party thereto (the "Lenders"), CSFB, as administrative agent
(in such capacity, the "Administrative Agent"), Collateral Agent, and issuing
bank (in such capacity, the "Issuing Bank"), and Canadian Imperial Bank of
Commerce, documentation agent (in such capacity, the "Documentation Agent"), and
(b) the Subsidiary Guarantee Agreement dated as of August 4, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee
Agreement"), among the Subsidiary Guarantors and the Collateral Agent.

     B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Credit Agreement.

     C. The Grantors have entered into the Security Agreement in order to induce
the Lenders to make Loans and the Issuing Bank to issue Letters of Credit.
Section 7.15 of the Security Agreement provides that additional Subsidiaries may
become Grantors under the Security Agreement by execution and delivery of an
instrument in the form of this Supplement.  The undersigned Subsidiary (the "New
Grantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Grantor under the Security Agreement in order
to induce the Lenders to make additional Loans and the Issuing Bank to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.

     Accordingly, the Collateral Agent and the New Grantor agree as follows:

     SECTION 1. In accordance with Section 7.15 of the Security Agreement, the
New
<PAGE>


Grantor by its signature below becomes a Grantor under the Security
Agreement with the same force and effect as if originally named therein as a
Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of
the Security Agreement applicable to it as a Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof.  In
furtherance of the foregoing, the New Grantor, as security for the payment and
performance in full of the Obligations (as defined in the Security Agreement),
does hereby create and grant to the Collateral Agent, its successors and
assigns, for the benefit of the Secured Parties, their successors and assigns, a
security interest in and lien on all of the New Grantor's right, title and
interest in and to the Collateral (as defined in the Security Agreement) of the
New Grantor.  Each reference to a "Grantor" in the Security Agreement shall be
deemed to include the New Grantor.  The Security Agreement is hereby
incorporated herein by reference.

     SECTION 2. The New Grantor represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.

     SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

     SECTION 4. The New Grantor hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all Collateral of the New Grantor and (b) set forth under
its signature hereto, is the true and correct location of the chief executive
office of the New Grantor.

     SECTION 5. Except as expressly supplemented hereby, the Security Agreement
shall remain in full force and effect.

     SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Security Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a
<PAGE>


particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

     SECTION 8. All communications and notices hereunder shall be in writing and
given as provided in Section 7.01 of the Security Agreement.  All communications
and notices hereunder to the New Grantor shall be given to it at the address set
forth under its signature below.

     SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including
the reasonable fees, other charges and disbursements of counsel for the
Collateral Agent.
<PAGE>



     IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.


                                       [Name of New Grantor],

                                         by
                                           -------------------------------
                                           Name
                                           Title:
                                           Address:


                                        CREDIT SUISSE FIRST BOSTON,
                                        as Collateral Agent,

                                         by
                                           -------------------------------
                                           Name:
                                           Title:

                                         by
                                           -------------------------------
                                           Name:
                                           Title:
<PAGE>


                            LOCATION OF COLLATERAL
                            ----------------------



Description                                          Location
-----------                                          --------